Agreement to Provide Creative Marketing Services
BACKGROUND:
- The Client is of the opinion that Pink Wafer has the necessary experience and abilities to provide marketing services to the Client.
- Pink Wafer agrees to provide such consulting services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Pink Wafer agree as follows:
1. Services Provided
The Client hereby agrees to engage Pink Wafer to provide the Client with the following consulting services (the “Services”):
1.1 Creative Strategy & Brand Identity, Digital & Website Design, Exhibition & POS, Design & Print, Retouching & CGI, Content Writing.
1.2 The Services will also include any other consulting tasks which the Parties may agree on. Pink Wafer hereby agrees to provide such Services to the Client.
2. Term of Agreement.
2.1 The term of this Agreement (the “Term”) will begin on the date of a signed Agreement, setting out services required and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
2.2 In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party, such notice shall include a letter sent by recorded delivery or by email. Where correct notice is given in accordance with this Clause, the Agreement shall end on the last day of the month after the month in which notice is given.
2.3 In the event that the client breaches a material provision under this Agreement, Pink Wafer may terminate this Agreement immediately and require the Client to indemnify Pink Wafer against all reasonable damages.
2.4 Pink Wafer may cease providing some or all of the services set out in this agreement at this discretion or may even suspend some or all of the marketing services without written notice if the Client breaches any terms of this agreement, and any payment for the services due remains payable and outstanding for more than 14 days and, if already paid, will be non-refundable.
2.5 This Agreement may be terminated at any time by mutual agreement of the Parties.
2.6 Except as otherwise provided in this Agreement, the obligations of Pink Wafer will end upon the termination of this Agreement.
3. Obligations of the Client
3.1 The Client must provide upon request the information which Pink Wafer requires in order to complete the services which Pink Wafer agrees to provide under this Agreement, within a reasonable timescale and in any event, no later than 7 days after the request is made.
4. Obligations of Pink Wafer
4.1 Pink Wafer will provide the services set out on page 1 of this Agreement.
4.2 Pink Wafer cannot unfortunately provide any guarantee that the marketing services will meet the client’s requirements, particularly where the client has failed to provide sufficient information which has been reasonably requested by Pink Wafer.
5. Payment
5.1 Pink Wafer will charge the Client for the Services at the rate set out on the signed Agreement/Proposal or by email.
5.2 Invoices submitted by Pink Wafer to the Client are due within 28 days of receipt, unless an agreement has be made between both Parties.
5.3 Start-Up Packages would require first months fee paid in advance, then paid monthly for a further 11 months.
5.4 The fees as stated on this Agreement do not include Value Added Tax. Any Value Added Tax required will be charged to the Client at the prevailing rate in addition to the fee. 20%
6. Penalties for Late Payment
6.1 Any late payments will trigger a fee of 8.00% per month on the amount still owing.
7. Confidentiality
7.1 Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
7.2 Pink Wafer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the they have obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
7.3 All written and oral information and material disclosed or provided by the Client to Pink Wafer under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Pink Wafer.
8. Notice
8.1 All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following email address: create@pinkwafer.com or to such other address as either Party may from time to time notify the other.
9. Indemnification
9.1 Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
10. Limitation of Liability of Pink Wafer
10.1 To the extent permitted by law, Pink Wafer cannot ever be liable for any indirect or consequential loss or damage whatsoever (including without limitation opportunity, data, profits, loss of business) arising from the this Agreement and / or out of and / or in connection with the use of the marketing services provided by Pink Wafer under this Agreement.
11. Modification of Agreement
11.1 Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
12. Entire Agreement
12.1 It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
13. Governing Law
13.1 This Agreement will be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction in relation to this Agreement.
14. Severability
14.1 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
15. Waiver
15.1 The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.