These Terms of Business are the standard terms that apply to the service provided by Lisa Tiller Creative (referred to herein as ‘Lisa Tiller Creative’, ‘I’ or ‘me’). Please read them carefully and ensure that you understand and agree to them. If you have any questions, please contact me.

The Client hereby engages Lisa Tiller Creative to provide the Social Media Marketing Services for the advertising and promotion of the Company/Website and hereby accepts such engagement to provide the Social Media Marketing Services as described herein, subject to and in accordance with the terms and conditions of these terms.

Definitions are attached in schedule 1.

IT IS AGREED as follows: 

1. Client (referred to throughout as ‘you’) means the person, company, firm or other legal entity named in our quotation.
2. Unless the context otherwise requires, each reference in these terms to:
1. “writing”, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means;
2. a ‘statute’ or statutory provision is a reference to it as amended or re-enacted at the relevant time;
3. “these Terms” refer to these terms and conditions as amended or supplemented at the relevant time;
4. a Schedule is a schedule to this Agreement; and
5. a Clause or paragraph is a reference to a Clause of these Terms.
6. a “Party” or the “Parties” refer to the parties under contract.
3. The headings used in these Terms are for convenience only and do not affect the interpretation.
4. Singular words shall include the plural and vice versa.
5. References to any gender shall include the other gender.
6. References to persons shall include corporations.

2. Provision of the Social Media Marketing Services
1. With effect from the Commencement Date, Lisa Tiller Creative shall, throughout the Initial Period and any and all agreed Subsequent Periods, provide the Social Media Marketing Services to the Client.
2. I shall provide the Social Media Marketing Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry in the United Kingdom.
3. I shall act in accordance with these terms and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of these terms and the definition of the Social Media Marketing Services as set out in your Schedule.
4. I 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 Social Media Marketing Services.
5. I shall use all reasonable endeavours to accommodate any reasonable changes to the Social Media Marketing Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees payable that may be due as a result of such changes.
3. The Social Media Marketing Services
1. Lisa Tiller Creative shall provide the Social Media Marketing Services as described in your Schedule.
2. I require the Client’s access credentials for the social media platforms set out above in order to provide the Social Media Marketing Services.  The Client hereby agrees to provide the same without delay.
3. The Client hereby authorises Lisa Tiller Creative to use the Client’s abovementioned access credentials solely for the purposes of providing the Social Media Marketing Services.  All such information is hereby designated Confidential Information and shall be treated accordingly.
4. I shall produce and deliver to the Client reports detailing the status and progress of the social media marketing activities at regular 4 weekly intervals.
5. At the end of the Initial Period and at the end of each Subsequent Period thereafter, the Parties shall arrange to discuss the Social Media Marketing Services carried out during that Period, addressing matters including, but not limited to, the reports listed above, the status and progress of all social media marketing activities carried out thus far, and the strategy for the next Period.
4. The Client’s Obligations
1. Lisa Tiller Creative requires the following in order to provide the Social Media Marketing Services:
1. Information about the Client and its business, website, and activities; and
2. Any Materials for use in Social Media Content, such as, but not limited to logos.
2. The Client shall provide the Required Information and the Required Materials to the Company within 5 days of the request (“the Delivery Date”).
3. I will require the Client’s input or feedback on Social Media Content prior to its publication in the course of the Social Media Marketing Services.  The Client shall use all reasonable endeavours to respond with the required feedback within 24 hours, I shall not post any content without prior feedback and/or permission.
4. The Company shall not be liable for any delays in the provision of the Social Media Marketing Services that may result from the Client’s failure to comply with any of its obligations (or the delivery requirements applying thereto) under this Clause 4 or any other of its obligations arising under these terms.
5. Fees and Payment
1. In consideration of the Social Media Marketing Services the Client shall pay an initial Set-Up Fee for the initial period.  Following the Set-Up Fee, the Client shall pay a Per-Period Fee as per your invoice for each Subsequent Period.
2. Payment of the Initial Fee shall be due within 5 days of the date of the invoice for the same.
3. Payment of each Per-Period Fee shall be due within 7 days of the date of the invoice.
4. Any queries with the invoice should be raised within 5 days of the date of the invoice, thereafter it will be deemed that the invoice is accepted as accurate, and no further adjustments will be made.
5. All payments made under these terms shall be expressly exclusive of any value-added tax chargeable thereon.
6. The client shall not be entitled to set-off or withhold payments claimed or due to Lisa Tiller Creative in respect of any agreements, whether express or implied.
7. Unless the Parties expressly agree otherwise in writing, no further payment shall be made to the Company for the Social Media Marketing Services over and above the entitlement set out in this Clause 5 and, without limitation, no payment shall be made to Lisa Tiller Creative in respect of any expenses incurred by the Company in providing the Social Media Marketing Services.
8. Unless otherwise agreed in writing, we reserve the right to charge interest on overdue invoices at a rate of 8.0% over the Bank of England base rate, as well as any statutory compensation, from the date the invoice became overdue until payment is made, and the account settled.
9. If we are required to obtain legal advice and/or issue proceedings to recover any fees or disbursements and we are successful in such proceedings, you agree that you will pay our legal/advisory costs of such proceedings even if the amount claimed is suitable for the small claims track.
6. Intellectual Property Rights
1. All Intellectual Property Rights subsisting in the Required Information, Required Materials, and in any other Client Materials shall at all times remain the property of the Client (or its licensors, as appropriate).  Nothing in these terms shall vest any rights in any material provided by, or otherwise belonging to the Client (or its licensors, as appropriate) to Lisa Tiller Creative.  The Client hereby grants me a limited, non-exclusive, non-transferable, revocable, worldwide licence to use any and all Required Information, Required Materials and any other Client Materials for the purposes of providing the Social Media Marketing Services in accordance with these terms.
2. Upon receipt in full by Lisa Tiller Creative of all sums due for a given Period under Clause 5, the copyright and any and all other Intellectual Property Rights subsisting in the Social Media Content created by me during that Period shall be assigned to the Client and I shall be deemed to have waived any and all moral rights in respect of the same.  Lisa Tiller Creative shall execute all documents and take all actions necessary or reasonably requested by the Client to document, obtain, maintain, perfect or assign its rights in such content.
7. Indemnity
1. Lisa Tiller Creative (as an “Indemnifying Party”) hereby undertakes to indemnify the Client (as an “Indemnified Party”) and to keep the Client at all times fully indemnified from and against all losses arising as a result of any action or claim that the Client’s use, possession or ownership of any and all materials (including, but not limited to, Social Media Content) created by me in the course of providing the Social Media Marketing Services constitutes an infringement of any Intellectual Property Rights belonging to a third party.
2. The Client (as an “Indemnifying Party”) hereby undertakes to indemnify Lisa Tiller Creative (as an “Indemnified Party”) and to keep Lisa Tiller Creative at all times fully indemnified from and against all losses arising as a result of any action or claim that my use of any Required Information, Required Materials or other Client Materials in the course of providing the Social Media Marketing Services constitutes an infringement of any Intellectual Property Rights belonging to a third party.
3. In the event of an action or claim arising as under clauses 7.1 or 7.2, the Indemnifying Party shall have complete control over the litigation and/or settlement of the action or claim and shall keep the Indemnified Party fully informed of the same at reasonable intervals.
4. In the event of an action or claim arising as under Clauses 7.1 or 7.2, the Indemnified Party shall:
1. Promptly notifying the Indemnifying Party in writing upon becoming aware of the action or claim;
2. Refraining from making any admissions or attempting settlements without the express written consent of the Indemnifying Party;
3. Providing the Indemnifying Party with all reasonable information and assistance necessary for the action or claim, at the cost of the Indemnifying Party; and
4. Granting the Indemnifying Party complete control over the litigation and/or settlement of the action or claim.
8. Warranties
1. Each Party hereby warrants to the other that it has the full power and authority to enter into a contract and to perform its respective obligations hereunder.
2. Lisa Tiller Creative represents, warrants, undertakes, and agrees with the Client that all content produced by me in the course of providing the Social Media Marketing Services (including, but not limited to, Social Media Content) shall be original to Lisa Tiller Creative (save to the extent that it incorporates any of the Required Information, Required Materials or other Client Materials), and shall not infringe any Intellectual Property Rights belonging to a third party.
3. The Client represents, warrants, undertakes, and agrees with Lisa Tiller Creative that the Required Materials and any other Client Materials shall be original to the Client (or that, where any Required Materials or other Client Materials are provided by a third party, it has received the necessary consents or permissions to use the same) and shall not infringe any Intellectual Property Rights belonging to a third party.
4. The Client represents, warrants, undertakes and agrees with Lisa Tiller Creative that the Required Materials and other Client Materials shall not, under the laws of England and Wales, be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material that has been obtained in violation of the Data Protection Act 2018, the UK GDPR, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any similar domestic legislation and nothing contained in the Required Materials or other Client Materials will, if published, constitute a contempt of court.
9. Limitation of Liability
1. Subject to Clause 9.2, neither Party shall be liable to the other for any loss of profit, indirect, special or consequential loss or damages.
2. Nothing in these terms shall exclude or limit either Party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, any breach of Clause 10, the indemnities in Clauses 7.1 and 7.2, or other form of liability that cannot be excluded or limited by law.
3. Subject to Clause 9.1 and 9.2, Lisa Tiller Creative’s total liability to the Client in respect of any claims arising out of, or in connection with, these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sums paid or payable by the Client to Lisa Tiller Creative for the period in question and/or limited to £500, whichever is less.
10. Confidentiality
1. Each Party undertakes that, except as provided by clause 10.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of services and for 2 years after its termination or expiry:
1. keep confidential all Confidential Information;
2. not disclose any Confidential Information to any other party;
3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
4. not make any copies of, record in any way or part with possession of any Confidential Information; and
5. 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 Clauses 10.1.1 to 10.1.4 above.
2. Either Party may:
1. disclose any Confidential Information to:
1. any sub-contractor or supplier of that Party;
2. any governmental or other authority or regulatory body; or
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 these terms (including, but not limited to, the provision of the Social Media Marketing Services), or as required by law.  In each case the 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 Clause 10.2.1.2 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 10, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

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 the 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 which is not public knowledge.
10. Term and Termination
2. The services may be renewed by mutual agreement of the Parties for Subsequent Terms of 1 month following the end of the Initial Term of 3 months.  
3. Either Party may terminate the Agreement at any time by giving to the other not less than 1 months written notice.
4. Without prejudice to any other right or remedy available to it, either Party may terminate the Agreement forthwith by giving written notice to the other Party in the following circumstances:
2. any sum owing to that Party by the other Party under any of the provisions of these terms is not paid within 7 days Business Days of the due date for payment;
3. the other Party commits any other breach of any of the provisions of these terms and, if the breach is capable of remedy, fails to remedy it within 14 days Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
4. 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;
5. 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);
6. 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 re-construction 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 these terms);
7. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
8. that other Party ceases, or threatens to cease, to carry on business; or
9. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement.  For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
5. For the purposes of Clause 11.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
11. Effects of Termination

Upon the termination or expiry of the Agreement for any reason:

1. any sum owing by the Client under any of the provisions of these terms shall become immediately due and payable;
2. all licences granted to Lisa Tiller Creative by the Client to use the Required Information, Required Materials, any and all other Client Materials shall terminate immediately;
3. I shall, at the Client’s request, either promptly return or destroy all Required Information, Required Materials, and other Client Materials in its possession and/or control and shall issue a confirmation of such return and/or destruction upon request;
4. each Party shall (except to the extent referred to in Clause 10) immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other Party (including, but not limited to, the Client’s access credentials and shall at the other Party’s request, either promptly return or destroy all such Confidential Information in its possession and/or control and shall issue confirmation of such return and/or destruction upon request;
5. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of services shall remain in full force and effect;
6. 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 these terms which existed at or before the date of termination; and
7. subject as provided in this Clause 12 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.
1. Force Majeure
1. Neither Party to the 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, pandemic, epidemic, governmental action or any other event that is beyond the control of the Party in question.
2. No Waiver

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

15. Relationship of the Parties

Nothing in these terms 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 these terms.

16. Notices
1. All notices under these terms 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.
2. Notices shall be deemed to have been duly given:
1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
2. when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
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.

17. Entire Agreement
1. The 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.
2. Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in these terms.
18. Severance

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

19. Other Terms

1. These Terms of Business relate to more than one person, the liability is joint and several.  Invoices are payable by you, regardless of any arrangement you may have with any third party.
2. Where you are a Limited Liability Company, I require Director(s)/Controlling Shareholder(s) to guarantee your liabilities to us or provide suitable security for payment.  I reserve the right to suspend all work until satisfactory guarantees are provided.  

20. Alternative Dispute Resolution
1. Any dispute or difference arising between the Parties relating to these terms or its subject matter may be referred to a single mediator/arbitrator to be agreed upon by the Parties with the costs being equally split between the parties.
2. The Parties hereby agree that the decision of the Mediator/Arbitrator shall be final and binding on both Parties.
21. Law and Jurisdiction
1. The 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.
2. Subject to the provisions of Clause 21, any dispute, controversy, proceedings or claim between the Parties relating to these terms (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 1 

Definitions and Interpretation

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