These terms are between (the “Client”) and VERIFIED MEDIA LIMITED, a private limited company (the “Designer”).

1. PROJECT & PAYMENT 

1.1 Project

The Client is hiring the Designer to provide social media management services as per their agreed package.

1.2 Schedule

The Designer will begin work on the day that payment has been received and the work is ongoing. This Contract can be ended by either Client or Designer at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment

The Client will pay the Designer a rate agreed in their plan (VAT currently not included) on a rolling month contract. The Designer agrees that it is not entitled to any further fees from the Client in relation to this project unless otherwise agreed in writing by the Client.

The Client will be charged a full monthly fee immediately upon signing up to their agreed package to cover initial design costs of the Designer during the period between signing up and receipt of the Client’s first month’s social media posts/content. This initial fee is non-refundable once the design work has been started.

1.4 Invoices

The Designer will invoice the Client monthly. These invoices do not have to be paid if the Client wishes to stop the Designer’s services. These invoices will be sent 7 days before payment is due and are payable in advance of the subsequent services.

1.5 Support

The Designer will be contactable via telephone and/or email throughout the contract.

1.6 Content

The Designer will supply ‘compliance-ready’ content to the Client as per their chosen plan. Where the Client uses a third-party compliance department for content approval, if required within their industry, the Designer is happy to liaise with this department in efforts to provide the most compliant version of the Work Product as per that department’s own industry guidelines.

 

2. OWNERSHIP AND LICENSES

2.1 Client Owns All Work Product

As part of this job, the Designer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Designer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Designer hereby assigns to the Client this work product once the Client pays for it in full. This means the Designer is giving the Client all of its present and future right, title, and interest in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit. Accordingly, the Designer should not register or attempt to register any intellectual property rights in the work product unless requested to do so by the Client. The Designer may use material for their own promotion with agreed written consent.

2.2 Designer’s Use Of Work Product

Once the Designer assigns the work product to the Client, the Designer does not have any rights to it, except those that the Client explicitly gives the Designer here.

2.3 Credit For The Work Product

The Client is under no obligation to give credit to the Designer each time it publishes the work product.

2.4 Designer’s IP That Is Not Work Product

During the course of this project, the Designer might use intellectual property that the Designer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP”, and the parties shall agree during the project what intellectual property constitutes “work product” and what intellectual property constitutes “background IP”. The Designer is not giving the Client this background IP. But, as part of the Contract, the Designer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 10.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Designer cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Designer’s Right To Use Client IP

The Designer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Designer to create a profile photo, the Designer may have to use the Client’s logo. The Client agrees to let the Designer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Designer’s job. Beyond that, the Client is not giving the Designer any intellectual property rights, unless specifically stated otherwise in this Contract.

2.6 Moral Rights

The Designer waives any moral rights in the work product to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988. This means that (unless otherwise stated in this contract) the Designer gives up its right to be acknowledged as the author of the work product and also the right to object to the way the Client uses that work product.

 

3. NON-SOLICITATION

3.1 Overview

Until this Contract ends, the Designer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Designer puts out a general ad and someone who happened to work for the Client responds. In that case, the Designer may hire that candidate. The Designer promises that it won’t do anything in this paragraph on behalf of itself or a third party.

 

4. REPRESENTATIONS

4.1 Overview

This section contains important promises between the parties.

4.2 Authority To Sign

Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

4.3 Designer Has Right To Give Client Work Product

The Designer promises that it owns the work product, that the Designer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Designer uses employees or subcontractors, the Designer also promises that these employees and subcontractors have signed contracts with the Designer giving the Designer any rights that the employees or subcontractors have related to the Designer’s background IP and work product.

4.4 Designer Will Comply With Laws

The Designer promises that the manner it does this job, its work product, and any background IP it uses comply with all applicable laws and regulations in the territories relevant to the provision or receipt of the services under this contract.

4.5 Work Product Does Not Infringe

The Designer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Designer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Designer has entered into or will enter into with someone else.

4.6 Client Will Review Work

The Client promises to review the work product, to be reasonably available to the Designer if the Designer has questions regarding this project, and to provide timely feedback and decisions.

4.7 Client-Supplied Material Does Not Infringe

If the Client provides the Designer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights. This is at no responsibility of the Designer.

4.8 Service Standard

The Designer will perform its work under this contract with all due skill, care and ability.

4.9 Client Premises

To the extent that the Designer is required to work at the Client’s premises, the Designer shall comply with the health and safety policies and procedures notified to it by the Client.

 

5. TERM AND TERMINATION

5.1 Term and Termination

This Contract is ongoing on a rolling month basis unless mentioned otherwise, until ended by the Client or the Designer. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and the Contract will end at the end of the billing month. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 10.4. The Designer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Designer for the work done up until when the Contract ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Non-Solicitation); 4 (Representations); 7 (Confidential Information and Data Protection); 8 (Limitation of Liability); 9 (Indemnity); and 10 (General).

5.2 Additional Termination Right

Either party may terminate this contract on written notice to the other party after the contractual term if there is one, if the other party is in material breach of any of the terms of this contract, and fails to remedy that material breach within 7 days after receiving a written notice from the first party requiring it to do so.

 

6. INDEPENDENT CONTRACTOR

6.1 Overview

The Client is hiring the Designer as an independent contractor. The following statements accurately reflect their relationship:

The Designer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Designer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Designer with any training.- The Client and the Designer do not have a partnership, principal-agent or employer-employee relationship.- The Designer cannot enter into contracts, make promises, or act on behalf of the Client.- The Designer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, annual leave).

 

7. CONFIDENTIAL INFORMATION AND DATA PROTECTION

7.1 Overview

This Contract imposes special restrictions on how the Client and the Designer must handle confidential information. These obligations are explained in this section.

7.2 The Client’s Confidential Information

While working for the Client, the Designer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Designer promises to treat this information as if it is the Designer’s own confidential information. The Designer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Designer use a customer list to send out a newsletter, the Designer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Designer written permission to use the information for another purpose, the Designer may use the information for that purpose, as well. When this Contract ends, the Designer must give back or destroy all confidential information, and confirm that it has done so in line with GDPR. The Designer promises that it will not share confidential information with a third party, unless the Client gives the Designer written permission first. The Designer must continue to follow these obligations, even after the Contract ends. The Designer’s responsibilities only stop if the Designer can show any of the following: (i) that the information was already public when the Designer came across it; (ii) the information became public after the Designer came across it, but not because of anything the Designer did or didn’t do; (iii) the Designer already knew the information when the Designer came across it and the Designer didn’t have any obligation to keep it secret; (iv) a third party provided the Designer with the information without requiring that the Designer keep it a secret; or (v) the Designer created the information on its own, without using anything belonging to the Client.

7.3 Third-Party Confidential Information

It’s possible the Client and the Designer each have access to confidential information that belongs to third parties. The Client and the Designer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Designer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.It’s possible the Client and the Designer each have access to confidential information that belongs to third parties. The Client and the Designer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Designer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.It’s possible the Client and the Designer each have access to confidential information that belongs to third parties. The Client and the Designer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Designer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.It’s possible the Client and the Designer each have access to confidential information that belongs to third parties. The Client and the Designer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Designer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

7.4 Data Protection

Each party shall comply with its relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data in connection with this contract.

 

8. LIMITATION OF LIABILITY

8.1 Overview

Nothing in this contract shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party or for fraud. Each party’s aggregate liability to the other party under or in connection with this contract shall not exceed the total fee paid or payable to the Designer under this Contract, provided that each party’s liability under Section 2 (Ownership and Licenses) and Section 8 (Confidentiality and Data Protection) shall be unlimited. In addition, neither party shall be liable to the other for any loss of profits, business revenue, goodwill or anticipated savings or for any indirect or consequential loss.

 

9. INDEMNITY

9.1 Overview

This section transfers certain risks between the parties if a third party sues or goes after the Client or the Designer or both. For example, if the Client gets sued for something that the Designer did, then the Client may require the Designer to help in its defence and/or to reimburse the Client for any losses.

9.2 Client Indemnity

In this Contract, the Designer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses related to a third-party claim or proceeding arising out of: (i) the work the Designer has done under this Contract; (ii) a breach by the Designer of its obligations under this Contract; or (iii) a breach by the Designer of the promises it is making in Section 5 (Representations).

9.3 Designer Indemnity

In this Contract, the Client agrees to indemnify the Designer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

9.4 Conduct of Claims

In respect of any indemnity claim pursuant to this Section, the indemnified party shall: (i) promptly notify the indemnifying party of the relevant claim; (ii) not make any admission or otherwise compromise or settle the claim; and (iii) provide the indemnifying party with all such assistance as the indemnifying party may reasonably require in respect of the claim.

 

10. GENERAL

10.1 Assignment

This Contract applies only to the Client and the Designer. The Designer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Designer’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that result from this Contract.

10.2 Mediation

If a dispute arises about this contract, the parties first must try to settle it through mediation. The parties will agree to the mediator and share the costs of the mediation. Each party agrees to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the dispute is not resolved in 30 days after one party notifies the other in writing of its desire for mediation, either party may take the matter to court.

10.3 Modification; Waiver

To change anything in this Contract, the Client and the Designer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

10.4 Notices

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows:

(i) If delivered personally, it is considered received immediately;

(ii) If delivered by email, it is considered received upon acknowledgement of receipt;

(iii) If delivered by registered or certified mail (postage prepaid, return receipt requested).

(c) It is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a London business day at the location specified in the address for that party, or on a day that is not a London business day, then the notice is considered received at 9:00am on the next business day. The services of the Designer will continue until the end of the billing month if it has not been stated otherwise. No remuneration will be given due to a cancelled Contract and the services of the Designer cut short.

10.5 Severability

This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

10.6 Third Party Rights

A person who is not a party to this contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract.

10.7 Signatures

The Client must agree their understanding of this document. It is assumed the Designer agrees to this document.

10.8 Governing Law and Jurisdiction

The laws of Northern Ireland govern the rights and obligations of the Client and the Designer (both contractual and non-contractual) under this Contract, without regard to conflict of law principles. The courts of Northern Ireland shall have exclusive jurisdiction in determining any dispute (whether contractual or non-contractual) under or in connection with this contract.

10.9 Entire Contract

This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties. Nothing in this paragraph excludes either party’s liability for fraud.