APPOINTMENT
The Client hereby appoints Net Power Creative to handle all advertising, communication and related work on social media required for its brand.
SERVICES
The Net Power Creative shall provide to the Client services which shall include the following:
Setting up social media platforms such as Facebook, Twitter, Youtube, etc. where required and not already in place
Checking and assisting in the creation of content, engagement as well as ongoing management of these platforms
Monitoring social media conversations and responding to the same
COMMENCEMENT AND DURATION
Our agreement is deemed to commence from the date of the first invoice being paid for service and shall remain in force for 1 calendar month. The agreement will be renewed thereafter every month, unless cancelled by either party in advance. Payment will be made each month in advance on the first day of the monthly term.
CONFIDENTIALITY
Net Power Creative shall maintain absolute confidentiality with respect to any confidential information received from the Client. Net Power Creative shall not disclose any such information without obtaining Client’s specific prior consent, otherwise than in compliance with statutory requirements.
GOVERNING LAWS
The Client and Net Power Creative shall comply with all statutory regulations. This agreement will be subject to the laws of the United Kingdom, specifically the laws of England and Wales.
FEES AND REMUNERATION
The Client agrees to pay Net Power Creative a fee monthly as per the detail of the account. This amount will be payable at the beginning of the month of service, upon receipt of invoice from Net Power Creative in advance. All out-of-pocket expenses such as outstation travel, stay, etc incurred by Net Power Creative, as part of this assignment, would be borne by the Client. Such out of pocket expenses will be incurred by Net Power Creative only after specific approval from the Client. Similarly charges for any other services including video creation, application development, media buy, purchase of licensed images and content, etc. if applicable, will be charged extra.
TAXES
All statutory taxes shall be borne and paid by the Client to Net Power Creative.
PAYMENT TERMS
The Client agrees to pay Fees against Invoices at the beginning of the monthly cycle for that particular month. Each monthly cycle will begin on the anniversary of the first payment. All other Invoices raised on the Client will become payable within 14 days from the date of all such Invoices.
INDEMNITY
The Client shall indemnify and keep Net Power Creative indemnified against all losses, expenses or damages that may be suffered by Net Power Creative due to any default or breach of terms by the Client under this Agreement.
INTELLECTUAL PROPERTY RIGHTS
It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to Net Power Creative for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to Net Power Creative to use such Materials for the purposes of providing the Services for the duration of the Contract.
The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. Net Power Creative shall be entitled to reject and delete such material without incurring any liability. In addition, Net Power Creative shall be entitled to cancel the Order.
The Client shall indemnify Net Power Creative against all damages, losses and expenses suffered or incurred by Net Power Creative as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of Net Power Creative or the relevant third party from whom Net Power Creative has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in Net Power Creative.
If Net Power Creative makes software, scripts, ASP services etc. available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive personal non transferable license to use such material until the Services under this agreement cease.
The Client hereby irrevocably licenses Net Power Creative to use and display the Client’s name, figure, logo etc. as a reference on Net Power Creative’s website, other marketing materials or types of media whilst they are a Client of Net Power Creative and for 18 months after the Contract terminates. The Client agrees to send Net Power Creative it’s most recent logo or figure as and when it is amended from time to time.
CONTENT
The Client is responsible for submitting information as requested and any written text or graphics in order to facilitate the content used in a timely manner. All content should be submitted at least 24 hours ahead of publication requirements.
NON- SOLICITATION
Both the Client and Net Power Creative hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of other party, employ or contract the services of any person who was employed by the party at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.
FORCE MAJEURE
Neither the Client, nor Net Power Creative, shall be liable for any default, delay or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.
EVALUATION
The Client and Net Power Creative shall evaluate progress under this agreement at the beginning of every quarter and take corrective action as may be required.
MODIFICATION IN TERMS
Any changes in the terms and conditions contained herein shall have effect only prospectively, and shall be valid only if recorded in writing and signed by both parties (if hard-copy) or mutually agreed by return (if by email) by the authorized officials of the Client and Net Power Creative.
WAIVER
The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and Net Power Creative.
TERMINATION
Either party may terminate this agreement by giving 1 months written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.
Example: If you’re invoice date is 1st day of the month, and you cancel on 5th day of the January, your service would renew on 1st February and end on 28th February. Your last invoice would be the 1st February.
ARBITRATION
Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration under the laws of England and Wales. The place of Arbitration will be Manchester, England.
NOTICES
Any or all notice to be given by the parties hereto to each other under this agreement shall be in writing and shall be transmitted by email or by registered post or by courier service as elected by the party giving such notice, at the addresses as mentioned below:
In the case of notice to Net Power Creative – email contact@netpower.co.uk
In the case of notice to the Client at their registered address or by email
In the event notice is served by email by either party, it shall only be effective once the other party has returned by email to confirm receipt. Both Client and Net Power Creative confirm that receipt on notices issues by email will be confirmed to the other party within 2 business days.
SEVERABILITY
If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).