New Client Contract

  • Contract for the Supply of Services

     

  • (hereinafter "the Client")

  • AND

    Airbase Media Ltd whose registered address is International House, 61 Mosley Street, Manchester, M2 3HZ, UK

    (hereinafter "the Service Provider")

  • WHEREAS:

    (1)         The Service Provider provides Sales and Marketing Automation services to business

    clients. The Service Provider has reasonable skill, knowledge and experience in that field.

    (2)         The Client wishes to engage the Service Provider to provide the services set out in

    this Agreement, subject to the terms and conditions of this Agreement.

    (3)         The Service Provider agrees to provide the services set out in this Agreement to the

    Client, subject to the terms and conditions of this Agreement.

    IT IS AGREED as follows:

    1. Definitions and Interpretation

    1.1                In this Agreement, unless the context otherwise requires, the following expressions         have the following meanings:

                    “Business Day” means, any day (other than Saturday or Sunday) on which ordinary         banks are open for their full range of normal business in England & Wales;

                    “Commencement Date” means the date on which provision of the Services shall         commence, as set out in Schedule 1;

                    “Confidential Information” means, in relation to either Party, information which is         disclosed to that Party by the other Party pursuant to or in connection with this                 Agreement (whether orally or in writing or any other medium, and whether or not the         information is expressly stated to be confidential or marked as such);

                    “Data Protection Legislation” means 1) unless and until EU Regulation 2016/679         General Data Protection Regulation (“GDPR”) is no longer directly applicable in the         UK, the GDPR and any national implementing laws, regulations, and secondary                 legislation (as amended from time to time), in the UK and subsequently 2) any                 legislation which succeeds the GDPR;

                    “Fees” means any and all sums due under this Agreement from the Client to the                 Service Provider, as specified in Schedule 1;

            

                    “Services” means the services to be provided by the Service Provider to the Client         in accordance with Clause 2, as fully defined in Schedule 1, and subject to the terms         and conditions of this Agreement; and

                    “Term” means the term of this Agreement as set out in Clause 8.

    1.2                Unless the context otherwise requires, each reference in this Agreement to:

    1.2.1                “writing”, and any cognate expression, includes a reference to any                 communication affected by electronic or facsimile transmission or similar                 means;

    1.2.2                 a statute or a provision of a statute is a reference to that statute or provision         as amended or re-enacted at the relevant time;

    1.2.3                 “this Agreement” is a reference to this Agreement and each of the Schedules         as amended or supplemented at the relevant time;

    1.2.4                 a Schedule is a schedule to this Agreement; and

    1.2.5                 a Clause or paragraph is a reference to a Clause of this Agreement (other         than the Schedules) or a paragraph of the relevant Schedule.

    1.2.6                 a "Party" or the "Parties" refer to the parties to this Agreement.

    1.3                The headings used in this Agreement are for convenience only and shall have no         effect upon the interpretation of this Agreement.

    1.4                Words imparting the singular number shall include the plural and vice versa.

    1.5                 References to any gender shall include the other gender.

    1.6                 References to persons shall include corporations.

    2. Provision of the Services

    2.1                With effect from the Commencement Date, the Service Provider shall, throughout the         Term of this Agreement, provide the Services to the Client.

    2.2                The Service Provider shall provide the Services with reasonable skill and care,                 commensurate with prevailing standards in the Marketing Services sector in the                 United Kingdom.

    2.3                The Service Provider shall act in accordance with all reasonable instructions given to         it by the Client provided such instructions are compatible with the specification of                 Services provided in Schedule 1.

    2.4                The Service Provider shall be responsible for ensuring that it complies with all                 statutes, regulations, byelaws, standards, codes of conduct and any other rules                 relevant to the provision of the Services.

    2.5                 The Service Provider may, in relation to certain specified matters related to the                 Services, act on the Client’s behalf. Such matters shall not be set out in this                 Agreement but shall be agreed between the Parties as they arise from time to time.

    2.6                The Service Provider shall use all reasonable endeavours to accommodate any                 reasonable changes in the Services that may be requested by the Client, subject to         the Client’s acceptance of any related reasonable changes to the Fees that may be         due as a result of such changes.

    3. Client’s Obligations

    3.1                The Client shall use all reasonable endeavours to provide all pertinent information to         the Service Provider that is necessary for the Service Provider’s provision of the                 Services.

    3.2                The Client may, from time to time, issue reasonable instructions to the Service                 Provider in relation to the Service Provider’s provision of the Services. Any such                 instructions should be compatible with the specification of the Services provided in         Schedule 1.

    3.3                In the event that the Service Provider requires the decision, approval, consent or any         other communication from the Client in order to continue with the provision of the                 Services or any part thereof at any time, the Client shall provide the same in a                 reasonable and timely manner.

    3.4                If any consents, licences or other permissions are needed from any third parties, it         shall be the Client’s responsibility to obtain the same in advance of the provision of         the Services (or the relevant part thereof).

    3.5                Any delay in the provision of the Services resulting from the Client’s failure or delay in         complying with any of the provisions of this Clause 3 shall not be the responsibility or         fault of the Service Provider.

    4. Fees, Payment and Records

    4.1                The Client shall pay the Fees to the Service Provider in accordance with the                 provisions of Schedule 1 and this Clause 4.

    4.2                The Service Provider shall invoice the Client for Fees due in accordance with the                 provisions of Schedule 1.

    4.3                All payments required to be made pursuant to this Agreement by either Party shall be         made immediately on receipt by that Party of the relevant invoice.

    4.4                All payments required to be made pursuant to this Agreement by either Party shall be         made either in the currency specified on the corresponding invoice via a nominated         internet payment gateway or in pounds sterling (GBP) in cleared funds to such bank         in England & Wales as the receiving Party may from time to time nominate, without         any set-off, withholding or deduction except such amount (if any) of tax as that Party         is required to deduct or withhold by law.

    4.5                Where any payment pursuant to this Agreement is required to be made on a day that         is not a Business Day, it may be made on the next following Business Day.

    4.6                Without prejudice to sub-Clause 9.4, any sums which remain unpaid following the         expiry of the period set out in sub-Clause 4.3 shall incur interest on a daily basis at         8% above the base rate of The Bank of England from time to time until payment is         made in full of any such outstanding sums.

    4.7                In the event of collection enforcement, the Client shall be liable for any costs                 associated with such collection, including, but not limited to, legal costs, attorney’s         fees, courts costs and collection agency fees.

    4.8                Each Party shall:

    4.8.1                Keep, or procure that there are kept, such records and books of account as         are necessary to enable the amount of any sums payable pursuant to this         Agreement to be accurately calculated;

    4.8.2                At the reasonable request of the other Party, allow that Party or its agent to         inspect those records and books of account and, to the extent that they relate         to the calculation of those sums, to take copies of them.

    5. Liability, Indemnity and Insurance

    5.1                The Service Provider shall ensure that it has in place at all times suitable and valid         insurance.

    5.2                In the event that the Service Provider fails to perform the Services with reasonable         care and skill it shall carry out any and all necessary remedial action at no additional         cost to the Client.

    5.3                The Service Provider’s total liability for any loss or damage caused as a result of its         negligence or breach of this Agreement shall be limited to the value of the contract.

    5.4                The Service Provider shall not be liable for any loss or damage suffered by the Client         that results from the Client’s failure to follow any instructions given by the Service         Provider.

    5.5                Nothing in this Agreement shall limit or exclude the Service Provider’s liability for                 death or personal injury.

    5.6                Subject to sub-Clause 5.3 the Service Provider shall indemnify the Client against any         costs, liability, damages, loss, claims or proceedings arising out of the Service                 Provider’s breach of this Agreement.

    5.7                The Client shall indemnify the Service Provider against any costs, liability, damages,         loss, claims or proceedings arising from loss or damage to any equipment (including         that belonging to any third parties appointed by the Service Provider) caused by the         Client or its agents or employees.

    5.8                Neither Party shall be liable to the other or be deemed to be in breach of this                 Agreement by reason of any delay in performing, or any failure to perform, any of         that Party’s obligations if the delay or failure is due to any cause beyond that Party’s         reasonable control.

    6. Confidentiality

    6.1                Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised         in writing by the other Party, it shall, at all times during the continuance of this                 Agreement and for three years after its termination:

    6.1.1                Keep confidential all Confidential Information;

    6.1.2                Shall not disclose any Confidential Information to any other party;

    6.1.3                Shall not use any Confidential Information for any purpose other than as                 contemplated by and subject to the terms of this Agreement;

    6.1.4                Shall not make any copies of, record in any way or part with possession of         any Confidential Information; and

    6.1.5                Will ensure that none of its directors, officers, employees, agents,                         sub-contractors or advisers does any act which, if done by that Party, would         be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4 above.

    6.2                Either Party may:

    6.2.1                Disclose any Confidential Information to:

    6.2.1.1        Any subcontractor or supplier of that Party;

    6.2.1.2        Any governmental or other authority or regulatory body; or

    6.2.1.3        Any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 6.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 6, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

    6.2.2                Use any Confidential Information for any purpose, or disclose it to any other         person, to the extent only that it is at the date of this Agreement, or at any         time after that date becomes public knowledge through no fault of that Party.         In making such use or disclosure, that Party must not disclose any part of the         Confidential Information that is not public knowledge.

    6.3                The provisions of this Clause 6 shall continue in force in accordance with their terms,         notwithstanding the termination of this Agreement for any reason.

    7. Force Majeure

    7.1                No Party to this Agreement shall be liable for any failure or delay in performing their         obligations where such failure or delay results from any cause that is beyond the                 reasonable control of that Party. Such causes include, but are not limited to: power         failure, internet service provider failure, industrial action, civil unrest, fire, flood,                 storms, earthquakes, acts of terrorism, acts of war, governmental action or any other         event that is beyond the control of the Party in question.

    7.2                In the event that a Party to this Agreement cannot perform their obligations                 hereunder as a result of force majeure for a continuous period of ninety days, the         other Party may at its discretion terminate this Agreement by written notice at the end         of that period. In the event of such termination, the Parties shall agree upon a fair         and reasonable payment for all Services provided up to the date of termination. Such         payment shall take into account any prior contractual commitments entered into in         reliance on the performance of this Agreement.

    8. Term and Termination

    8.1                This Agreement shall come into force on the Commencement Date.

    8.2                Unless specified otherwise in Schedule 1:

            8.2.1        This agreement shall continue for an initial Term of six months from the

                            Commencement Date, subject to the provisions of this Clause 8;

            8.2.2        At the expiration of the Term specified in sub-Clause 8.2.1 (or any further                         period for which this Agreement has been extended pursuant to this                         provision) this Agreement shall continue from month to month under its then                 existing conditions unless and until either Party gives the other no less than                 thirty days written notice of termination prior to expiration of the Term or of the                 one month extension then in effect.

    8.3                Either Party may immediately terminate this Agreement by giving written notice to the         other Party if:

    8.3.1                Any sum owing to that Party by the other Party under any of the provisions of         this Agreement is not paid within thirty days of the due date for payment;

    8.3.2                The other Party commits any other breach of any of the provisions of this                 Agreement and, if the breach is capable of remedy, fails to remedy it within         thirty Business Days after being given written notice giving full particulars of         the breach and requiring it to be remedied;

    8.3.3                An encumbrancer takes possession, or where the other Party is a company, a         receiver is appointed, of any of the property or assets of that other Party;

    8.3.4                The other Party makes any voluntary arrangement with its creditors or, being         a company, becomes subject to an administration order (within the meaning         of the Insolvency Act 1986);

    8.3.5                The other Party, being an individual or firm, has a bankruptcy order made                 against it or, being a company, goes into liquidation (except for the purposes         of bona fide amalgamation or reconstruction and in such a manner that the         company resulting therefrom effectively agrees to be bound by or assume the         obligations imposed on that other Party under this Agreement);

    8.3.6                Anything analogous to any of the foregoing under the law of any jurisdiction         occurs in relation to the other Party;

    8.3.7                That the other Party ceases, or threatens to cease, to carry on business; or

    8.3.8                Control of that other Party is acquired by any person or connected persons         not having control of that other Party on the date of this Agreement. For the         purposes of this Clause 8, “control” and “connected persons” shall have the         meanings ascribed thereto by Sections 1124 and 1122 respectively of the                 Corporation Tax Act 2010.

    8.4                For the purposes of sub-Clause 8.3.2, a breach shall be considered capable of                 remedy if the Party in breach can comply with the provision in question in all                 respects.

    8.5                The rights to terminate this Agreement given by this Clause 8 shall not prejudice any         other right or remedy of either Party in respect of the breach concerned (if any) or         any other breach.

    9. Effects of Termination

    Upon the termination of this Agreement for any reason:

    9.1                Any sum owing by either Party to the other under any of the provisions of this                 Agreement shall become immediately due and payable;

    9.2                All Clauses which, either expressly or by their nature, relate to the period after the         expiry or termination of this Agreement shall remain in full force and effect;

    9.3                Termination shall not affect or prejudice any right to damages or other remedy which         the terminating Party may have in respect of the event giving rise to the termination         or any other right to damages or other remedy which any Party may have in respect         of any breach of this Agreement which existed at or before the date of termination;

    9.4                Subject as provided in this Clause 9 and except in respect of any accrued rights                 neither Party shall be under any further obligation to the other; and

    9.5                Each Party shall (except to the extent referred to in Clause 7) immediately cease to         use, either directly or indirectly, any Confidential Information, and shall immediately         return to the other Party any documents in its possession or control which contain or         record any Confidential Information.

    10. Data Protection

    10.1        All personal information that the Service Provider may use will be collected,                 processed, and held in accordance with the Data Protection Legislation.

    10.2         For complete details of the Service Provider’s collection, processing, storage, and         retention of personal data including, but not limited to, the purpose(s) for which                 personal data is used, the legal basis or bases for using it, details of the Client’s                 rights and how to exercise them, and personal data sharing (where applicable),                 please refer to the Service Provider’s Privacy Notice, available from                         https://abse.uk/about-us/privacy-security/

    11. Data Processing

    11.1         In this Clause 11 and in the Agreement, “personal data”, “data subject”, “data                 controller”, “data processor”, and “personal data breach” shall have the meaning                 defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation         (“GDPR”).

    11.2         Both Parties shall comply with all applicable data protection requirements set out in         the Data Protection Legislation. Neither this Clause 11 nor the Agreement shall                 relieve either Party of any obligations set out in the Data Protection Legislation and         shall not remove or replace any of those obligations.

    11.3                For the purposes of the Data Protection Legislation and for this Clause 11 and the         Agreement, the Service Provider is the “Data Processor” and the Client is the “Data         Controller”.

    11.4                The type(s) of personal data, the scope, nature and purpose of the processing, and         the duration of the processing shall be set out in a Schedule to the Agreement.

    11.5         The Data Controller shall ensure that it has in place all necessary consents and                 notices required to enable the lawful transfer of personal data to the Data Processor         for the purposes described in these Terms and Conditions.

    11.6                The Data Processor shall, with respect to any personal data processed by it in                 relation to its performance of any of its obligations under these Terms and                 Conditions:

    11.6.1        Process the personal data only on the written instructions of the Data                 Controller unless the Data Processor is otherwise required to process such         personal data by law. The Data Processor shall promptly notify the Data                 Controller of such processing unless prohibited from doing so by law.

    11.6.2         Ensure that it has in place suitable technical and organisational measures (as         approved by the Data Controller) to protect the personal data from                 unauthorised or unlawful processing, accidental loss, damage or destruction.         Such measures shall be proportionate to the potential harm resulting from         such events, taking into account the current state of the art in technology and         the cost of implementing those measures. Measures to be taken shall be                 agreed between the Data Controller and the Data Processor and set out in         the Schedule to the Agreement.

    11.6.3         Ensure that any and all staff with access to the personal data (whether for         processing purposes or otherwise) are contractually obliged to keep that                 personal data confidential; and

    11.6.4        Not transfer any personal data outside of the European Economic Area                 without the prior written consent of the Data Controller and only if the                 following conditions are satisfied:

    11.6.4.1                        The Data Controller and/or the Data Processor has/have provided                 suitable safeguards for the transfer of personal data;

    11.6.4.2                        Affected data subjects have enforceable rights and effective legal                 remedies;

    11.6.4.3                        The Data Processor complies with its obligations under the Data                 Protection Legislation, providing an adequate level of protection to any         and all personal data so transferred; and

    11.6.4.4                        The Data Processor complies with all reasonable instructions given in         advance by the Data Controller with respect to the processing of the         personal data.

    11.6.5         Assist the Data Controller at the Data Controller’s cost, in responding to any

            and all requests from data subjects in ensuring its compliance with the Data         Protection Legislation with respect to security, breach notifications, impact         assessments, and consultations with supervisory authorities or regulators                 (including, but not limited to, the Information Commissioner’s Office);

    11.6.6         Notify the Data Controller without undue delay of a personal data breach;

    11.6.7        On the Data Controller’s written instruction, delete (or otherwise dispose of)         or return all personal data and any and all copies thereof to the Data                 Controller on termination of the Agreement unless it is required to retain any         of the personal data by law; and

    11.6.8        Maintain complete and accurate records of all processing activities and                 technical and organisational measures implemented necessary to                         demonstrate compliance with this Clause 11 and to allow for audits by the         Data Controller and/or any party designated by the Data Controller.

    11.7         The Data Processor shall not subcontract any of its obligations to a sub-processor         with respect to the processing of personal data under this Clause 11 without the prior         written consent of the Data Controller (such consent not to be unreasonably                 withheld). In the event that the Data Processor appoints a sub-processor, the Data         Processor shall:

    11.7.1        Enter into a written agreement with the sub-processor, which shall impose         upon the sub-processor the same obligations as are imposed upon the Data         Processor by this Clause 11 and which shall permit both the Data Processor         and the Data Controller to enforce those obligations; and

    11.7.2         Ensure that the sub-processor complies fully with its obligations under that         agreement and the Data Protection Legislation.

    11.8         Either Party may, at any time, and on at least 30 calendar day’s notice, alter the data         protection provisions of the Agreement, replacing them with any applicable data                 processing clauses or similar terms that form part of an applicable certification                 scheme. Such terms shall apply when replaced by attachment to the Agreement.

    12. No Waiver

    No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

    13. Further Assurance

    Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

    14. Costs

    Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

    15. Set-Off

    Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.

    16. Assignment and Subcontracting

    16.1        Subject to sub-Clause 16.2 this Agreement is personal to the Parties. Neither Party         may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or         otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate         any of its obligations hereunder without the written consent of the other Party, such         consent not to be unreasonably withheld.

    16.2         The Service Provider shall be entitled to perform any of the obligations undertaken                 by it through any other member of its group or through suitably qualified and skilled                 sub-contractors. Any act or omission of such other member or sub-contractor shall,                 for the purposes of this Agreement, be deemed to be an act or omission of the                         Service Provider.

    17. Time

    The Parties agree that the times and dates referred to in this Agreement are for guidance only and are not of the essence of this Agreement and may be varied by mutual agreement between the Parties.

    18. Relationship of the Parties

    Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

    19. Non-Solicitation

    19.1         Neither Party shall, for the Term of this Agreement and for a period of twelve months         after its termination or expiry, employ or contract the services of any person who is or         was employed or otherwise engaged by the other Party at any time in relation to this         Agreement without the express written consent of that Party.

    19.2         Neither Party shall, for the term of this Agreement and for a period of twelve months         after its termination or expiry, solicit or entice away from the other Party any customer         or client where any such solicitation or enticement would cause damage to the                 business of that Party without the express written consent of that Party.

    20. Third Party Rights

    20.1         No part of this Agreement is intended to confer rights on any third parties and                 accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this         Agreement.

    20.2         Subject to this Clause 20 this Agreement shall continue and be binding on the                 transferee, successors and assigns of either Party as required.

    21. Notices

    21.1        All notices under this Agreement shall be in writing and be deemed duly given if         signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

    21.2         Notices shall be deemed to have been duly given:

    21.2.1         When delivered, if delivered by courier or other messenger (including                 registered mail) during normal business hours of the recipient; or

    21.2.2         When sent, if transmitted by facsimile or e-mail and a successful transmission         report or return receipt is generated; or

    21.2.3         On the fifth business day following mailing, if mailed by national ordinary mail,         postage prepaid; or

    21.2.4         On the tenth business day following mailing, if mailed by airmail, postage                 prepaid. In each case notices shall be addressed to the most recent address,         e-mail address, or facsimile number notified to the other Party.

    22. Entire Agreement

    22.1        Subject to the provisions of Clause 11, this Agreement contains the entire agreement

                    between the Parties with respect to its subject matter and may not be modified                 except by an instrument in writing signed by the duly authorised representatives of         the Parties.

    22.2         Each Party acknowledges that, in entering into this Agreement, it does not rely on         any representation, warranty or other provision except as expressly provided in this         Agreement, and all conditions, warranties or other terms implied by statute or                 common law are excluded to the fullest extent permitted by law.

    23. Counterparts

    This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

    24. Severance

    In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

    25. Dispute Resolution

    25.1         The Parties shall attempt to resolve any dispute arising out of or relating to this                 Agreement through negotiations between their appointed representatives who have         the authority to settle such disputes.

    25.2         Nothing in this Clause 25 shall prohibit either Party or its affiliates from applying to a         court for interim injunctive relief.

    25.3         The Parties hereby agree that the decision and outcome of the final method of                 dispute resolution under this Clause 25 shall be final and binding on both Parties.

    26. Law and Jurisdiction

    26.1         This Agreement (including any non-contractual matters and obligations arising                 therefrom or associated therewith) shall be governed by, and construed in                 accordance with the laws of England and Wales.

    26.2        Subject to the provisions of Clause 25, any dispute, controversy, proceedings or                 claim between the Parties relating to this Agreement (including any non- contractual         matters and obligations arising therefrom or associated therewith) shall fall within the         jurisdiction of the courts of England and Wales.

  • Schedule One

  • Your Schedule of Services
    Click here to view your Schedule of Services

    Terms of Business
    Click here to view our Standard Terms of Business

     

  • IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written

  • Please use your computer mouse or finger to sign in the box below
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    Date: 28/09/2021
    Your IP address: 3.227.235.216

    After you've signed, you'll be able to download a PDF copy of your contract. We will also send a copy to you by email.

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