Customer Experience Audit Package Terms of Service
- The total price is payable in advance of any work undertaken
- You agree to complete in full the "New Client Welcome" form after making payment
- Work on your audit will not begin until a complete "New Client Welcome" form is received
- Your audit will be delivered by email up to 10 business days after completed "New Client Welcome" form is received
Confidential Information: all information whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is (a)identified as confidential at the time of disclosure; or (b)ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
Either party shall not disclose to any third party the business of the other, details regarding the campaign, including, without limitation any information regarding the campaign’s code, the Specifications, or the Client’s business (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the work included under this agreement.
Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate: (a)is or has become publicly known other than through breach of this clause; or (b)was in possession of the receiving party prior to disclosure by the other party; or (c)was received by the receiving party from an independent third party who has full right of disclosure; or (d) was independently developed by the receiving party; or (e) was required to be disclosed by governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
The obligation of confidentiality in this clause shall not be affected by the expiry of termination of this agreement
Each of the parties warrants to the other that is has full power and authority to enter into and perform this agreement.
The Agency (GL DIGITAL LTD) shall perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards.
The agency will operate in a solely consultative and supportive role. The Agency provides no Warranty or guarantee that campaigns delivered or actions taken under this agreement will deliver on any monetary goals or KPIs once launched. The success of the ad campaigns and marketing will remain the sole responsibility of the client.
LIMITATION OF REMEDIES AND LIABILITY.
Nothing in this agreement shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; or
(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (c) fraud; or (d) the deliberate default or willful misconduct of that party, its employees, agents or subcontractors; or (e) any other liability which cannot be excluded or limited under applicable law.
Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non- performance continue for 60 Business Days, the party not affected may terminate this agreement by giving 5 Business Days written notice to the affected party.
All media releases, public announcements and public disclosures by the Agency (GL DIGITAL LTD) relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the Client and approved by the Client prior to release.
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.