By signing a "Commitment Form" both you The Client and TMRW London Limited (called the "Parties") agree that these Terms and Conditions constitutes the entire agreement of the Parties. It annuls and replaces any prior communication, proposal, declaration or understanding, whether oral or written, existing between the Parties with respect to the same subject matter.
Agreement
Terms and conditions By signing a "Commitment Form" both you The Client and TMRW London Limited (called the "Parties") agree that these Terms and Conditions constitutes the entire agreement of the Parties. It annuls and replaces any prior communication, proposal, declaration or understanding, whether oral or written, existing between the Parties with respect to the same subject matter.Article 1 — TMRW london limited's obligations
TMRW London Limited will endeavour to spend the budget of The Client outlined on the Commitment Form in the best way possible in TMRW London Limited's experience and opinion and incorporating consultation with The Client. This agreement commits The Client to payment of an invoice, as outlined in the Terms of any signed Commitment Form, irrespective of the results from any related marketing activity. The decisions made TMRW London Limited have no bearing on the agreement to payment of an invoice as outlined on any signed Commitment Form.
In the event of errors in campaign management, resulting in overspend beyond the client's reasonable expectations, TMRW London Limited agrees to refund the overspend amount to the client.
Article 2 — Client's obligations
The Client agrees to pay TMRW London Limited the amounts that it owes, as set forth on the Commitment Form and in Article 3 of the Agreement, in consideration of the services rendered by TMRW London Limited. The Client hereby grants to TMRW London Limited a non-exclusive, non-transferable right to use, reproduce, and represent the Distinctive Signs, Logo's, strap-lines, brand name and all other related collateral for the purposes of implementing the activity outlined on any signed Commitment Form, during and after the term of the Agreement. The Client hereby grants to TMRW London Limited a non-exclusive, non-transferable right to use, reproduce, and represent the Product Information available on the Site during and after the term of the Agreement.
Article 3 — Remuneration
The Client agrees to pay any invoice sent to it by TMRW London Limited no later than the days set out in the Payment Terms outlined on any signed Commitment Form, following receipt of this invoice and with Payment Terms being active from the date at which the invoice is raised.
The Client agrees to waive the right to query any invoice later than 21 days from invoice date.
If any invoice is not paid in full by the due date TMRW London Limited reserves the Statutory Right to Interest at a rate of 2% of the overdue amount per month, after as well as before any judgment and notwithstanding any termination of this Agreement.
In the absence of payment of any amount, the other outstanding invoices shall become immediately due and payable. TMRW London Limited reserves the right to suspend or interrupt any activity if any invoice is not paid in full by the due date.
Article 4 — Intellectual property rights
The Client agrees to pay any invoice sent to it by TMRW London Limited no later than the days set out in the Payment Terms outlined on any signed Commitment Form, following receipt of this invoice and with Payment Terms being active from the date at which the invoice is raised.
The Client agrees to waive the right to query any invoice later than 21 days from invoice date.
If any invoice is not paid in full by the due date TMRW London Limited reserves the Statutory Right to Interest at a rate of 2% of the overdue amount per month, after as well as before any judgment and notwithstanding any termination of this Agreement.
In the absence of payment of any amount, the other outstanding invoices shall become immediately due and payable. TMRW London Limited reserves the right to suspend or interrupt any activity if any invoice is not paid in full by the due date.
Article 5 — Warranty
Each of the Parties hereby represents that it has all rights and power to enter into the Agreement. In particular, the Client warrants that it owns or represents the owner of all intellectual property rights relating to the Site, the Content, and the Distinctive Signs.
The Client warrants that the Site, the Content, and the Distinctive Signs shall comply with applicable laws and regulations, and, in particular, shall not violate public policy and morals, and shall not include defamatory statements, elements which violate the privacy of third parties or which are abusive, offensive, obscene, or likely to constitute an infringement.
Article 6 — Liability
The Client shall be solely liable for the editorial content of its own site.
TMRW London Limited shall not be liable, directly or indirectly, for any reason or cause whatsoever, for damages linked to presentation of the Client's Distinctive Signs, and the use of a link, on any Third Party websites.
Neither of the Parties shall in any event be liable to the other Party for any reason whatsoever, for any indirect damage of any kind, including, but not limited to, any loss of data, commercial loss, loss of sales or profits, loss of customers, injury to brand image, or loss of opportunity, relating to or arising out of the performance of the Agreement.
Article 7 — Personal data
Data relating to Internet Users while on third party sites, who visit the Client site through any link shall be the property of TMRW London Limited. Data relating to Internet Users while on the Client site shall be the property of the Client.
Article 8 — Confidentiality — Announcements
Each of the Parties agrees not to disclose Confidential Information of which it may be aware, except to its officers and employees and third party representative whose responsibilities are closely linked to the performance of the Agreement.
Each of the Parties agrees that none of its officers, employees and/or any representatives shall disclose, for any reason whatsoever, the Confidential Information to the public, by conference and/or press article, advertising or any other means whatsoever without prior written agreement from The Client. Notwithstanding the foregoing, the Parties can indicate the existence of the Agreement for the purpose of promoting their respective operations.
This clause shall survive expiry or termination of this Agreement.
Article 9 — Force Majeure
The Parties shall not be liable if the performance of the Agreement is delayed or prevented because of a force majeure event such as: labour disturbances, intervention of civil or military authorities, natural disasters, fire, water damage, improper operation, interruption of the telecommunications or electricity network, temporary interruption of Third Party sites due to causes which are beyond the control of the Parties, or in the event of changes, destructions, distortions, or obstacles resulting from fraudulent access to the system of automated data processing.
Article 10 — Entire agreement
This Agreement constitutes the entire agreement of the Parties and annuls and replaces any prior or contemporaneous communication, proposal, declaration or understanding, whether oral or written, existing between the Parties with respect to the same subject matter.
No change to the Agreement will bind the Parties unless it is in writing duly signed by them.
Article 11 — No waiver
No failure by either of the Parties to take advantage of any of the provisions of this Agreement in any given circumstance shall be deemed to be a waiver of the right to rely on such provision of the Agreement in other circumstances, or to rely on any other provision of this Agreement, regardless of the circumstances. No waiver of any of the provisions of this Agreement shall have any effect, unless set forth in a writing signed by a duly authorised representative of the relevant Party.
Article 12 — Auditing
Both parties reserve the right to commission an independent auditor to audit all traffic reporting and revenue reporting by giving written notice of intent. The audit will take place within 30 days of receipt of letter of intent at the sole expense of the requesting party.
Article 13 — Governing law - attribution of jurisdiction
This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.