1. Definitions and Interpretation:
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them herein:
"TA Analytics," "we," "us," and "our" refer to the provider of digital marketing and web development services, whose registered office and primary location of operations is within the United Kingdom.
“The Client” refers to any individual, firm, or corporate body contracting our services.
2. Scope of Services:
TA Analytics shall provide the Client with a range of services as specified in the project proposal, which may encompass digital marketing, web design, development, SEO, content creation, and maintenance ("the Services"). No alterations to the scope of Services shall be effective unless agreed upon in writing by both parties.
3. Fees, Invoicing, and Payment Terms:
3.1. Fee Structure: Fees shall be outlined within the project proposal or Service Level Agreement ("SLA") and are subject to review based on scope adjustments.
3.2. Payment Terms: Invoices are issued upon project milestones as stipulated in the SLA, and all payments shall be made within 30 days of the invoice date.
3.3. Late Payments and Interest: TA Analytics reserves the right to charge interest at a rate of 5% per annum above the Bank of England’s base rate for any outstanding amounts, accruing daily.
3.4. Deposit Requirements: A non-refundable deposit may be required prior to the commencement of the Services.
4. Intellectual Property Rights and Ownership:
4.1. Ownership Upon Completion: Upon receipt of full and final payment, the Client shall hold ownership rights to the final deliverables.
4.2. Retention of Rights: TA Analytics retains all rights to pre-existing material, methodologies, and tools, as well as the right to showcase the project in our portfolio or promotional materials unless agreed otherwise in writing.
4.3. Licensing: The Client is granted a perpetual, non-exclusive, non-transferable licence to use any pre-existing intellectual property within the final deliverable.
5. Client Obligations:
5.1. Provision of Resources: The Client is responsible for timely provision of all necessary resources, materials, content, and information needed to complete the Services.
5.2. Approvals and Feedback: The Client shall provide prompt feedback and approvals as required to maintain the project timeline. Any delays caused by the Client may result in adjusted timelines and/or additional fees.
5.3. Warranties of Non-Infringement: The Client warrants that all materials provided do not infringe upon any third-party rights, including intellectual property rights.
6. Confidentiality:
6.1. Non-Disclosure: Both parties undertake to keep confidential all sensitive information disclosed during the course of the engagement, including, but not limited to, trade secrets, proprietary data, and personal information.
6.2. Duration: This obligation of confidentiality shall survive the termination or expiration of this Agreement.
7. Warranty and Limitations of Liability:
7.1. Limited Warranty: TA Analytics warrants that the Services will be rendered with due skill, care, and diligence in accordance with industry standards.
7.2. Exclusion of Consequential Damages: Under no circumstances shall TA Analytics be liable for any indirect, incidental, or consequential damages arising from the Services, including, but not limited to, loss of revenue, profit, or data.
7.3. Liability Cap: TA Analytics’ total aggregate liability, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client under this Agreement.
8. Termination and Cancellation:
8.1. Termination by Either Party: Either party may terminate the Agreement with thirty (35) days' written notice to the other party.
8.2. Termination for Breach: Either party may terminate this Agreement forthwith in the event of a material breach of any of the terms contained herein by the other party, which breach remains uncured for fifteen (15) days following written notice.
8.3. Refunds and Outstanding Balances: Deposits or pre-paid fees may be non-refundable. Any outstanding balances at the date of termination shall remain payable by the Client within the stipulated timeframe.
9. Ongoing Maintenance and Post-Launch Support:
9.1. Maintenance Terms: Unless covered in a separate maintenance agreement, TA Analytics shall not be responsible for ongoing updates or changes post-launch.
9.2. Service Level Agreements: Maintenance services may be provided on an ad-hoc basis or through an agreed SLA. Any ad-hoc maintenance shall be billed at our prevailing hourly rate.
10. Performance Monitoring and Adjustments:
10.1. Performance Reviews: Post-launch, TA Analytics will conduct initial performance assessments, where agreed, to optimise website speed, usability, and user experience.
10.2. Adjustments and Optimisation: Any subsequent adjustments or optimisations may incur additional charges unless expressly covered within the scope of the original Agreement.
11. Data Protection and Legal Compliance:
11.1. GDPR Compliance: Both parties agree to comply with all applicable data protection regulations, including GDPR, where relevant.
11.2. Legal and Regulatory Adherence: The Client agrees that all content and operations conducted on their website shall adhere to relevant local, national, and international laws and regulations.
12. Governing Law and Jurisdiction:
12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
12.2. Jurisdiction: The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under or in connection with this Agreement.
13. Entire Agreement:
13.1. Supersession: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written.
13.2. Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the remaining provisions will continue in full force and effect.
14. Amendments and Waivers:
14.1. Amendments: Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.
14.2. Waiver of Rights: Failure by either party to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.