General Terms & Conditions of business of Partner & Bloom Ltd.
These terms and conditions shall apply to any requests, orders, offers and agreements for PR, Marketing and Sales services made by any means, including verbally or electronically to the exclusion of any and all other terms and conditions proposed by the Client.
By ordering any of our Services, you agree to be bound exclusively by these terms and conditions. We may amend these terms and conditions from time to time. Every time you wish to order Services, please check these terms and conditions to ensure you understand the terms and conditions that will apply at that time.
TERMS & SERVICES
The minimum term of the Agreement is 3 months.
Upon an order or request for Services from a Client, Partner & Bloom shall quote a daily fee for its Services to the Client (the “Fees”). Upon the Client’s implied or express acceptance of the Fees, an Agreement shall arise between the Parties for the performance of the Services in consideration for payment of the Fees, incorporating these terms and conditions.
If a Statement of Services is executed, Partner & Bloom shall provide the Services necessary to complete the projects set forth in the Statement of Services in a timely and professional manner consistent with industry standards. The Services shall be performed at times and at locations deemed appropriate by Partner & Bloom in agreement with the Client.
The client will provide any such information required for Partner & Bloom to execute their services including but not limited to the provision of creative assets, log-in details to websites, sign-off on final design concepts.
Where no Statement of Services is drafted, the Services shall comprise one or more of the Core Services.
At the Client’s express request and upon agreement of any additional Fees, Partner & Bloom shall perform one of more of the Premium Services.
Where Premium Services are requested and no additional Fees are agreed, Partner & Bloom may charge reasonable Fees for such Services based on an uplift of the existing Fees or fees at the market rate for such Services.
In the event that the Client requests any modification of or addition to the specifications, requirements or descriptions of services set forth in a Statement of Services or project, the Client and Partner & Bloom will work together and negotiate in good faith to arrive at a mutually acceptable changes to the scope within reason.
REFUND POLICY
All sales of services are final. A project may be split into instalment payments as a courtesy to the client from time to time. Once a payment or deposit is made, it is non-refundable.
All monthly digital marketing packages including SEO and Social Media are not refundable, but the client may cancel with a notice written 30 days in advance.
We do not offer any refund for services already delivered, started, or any other miscellaneous charges which are non-recoverable for Partner & Bloom. No payment will be refunded once an initial draft is provided. There are no partial refunds for projects mid-way through a milestone phase.
There are no refunds or credits of any kind for Search Engine Optimization (SEO), Pay-Per-Click (PPC), Social Media Marketing (SMM), Email Marketing, or any other third-party online marketing service even if a fee was paid in advance. After a payment is made, there are no exceptions to our refund policy.
Web design and development demand extensive resources and incur internal expenses. Therefore once a payment or deposit is made, it is non-refundable.
EXCLUSIVITY
For the duration of the term hereof, Partner & Bloom shall be the exclusive party providing the Services which shall also prohibit Client from procuring such services using its own employees, agents, subcontractors or other personnel.
CLIENT CONTENT
The Client shall submit all Client Content relevant to the performance of the Services to Partner & Bloom in a timely manner.
The Client shall not submit Client Content to Partner & Bloom which contains Unacceptable Content.
Partner & Bloom may refuse any Client Content which may in Partner & Bloom’s sole discretion be Unacceptable Content or breach any law or regulation, these terms and conditions, any other terms agreed between the parties or any third party’s rights, including Intellectual Property Rights.
Nothing in the Agreement or these terms and conditions is to imply that Partner & Bloom monitors the Client Content, and the Client hereby acknowledges that Partner & Bloom does not actively monitor Client Content.
The Client shall regularly monitor and keep all Client Content accurate, up to date and free of Unacceptable Content. Partner & Bloom may refuse, remove or update such content if it is deemed, in Partner & Bloom’s sole discretion, not to be appropriate for inclusion.
The Client hereby waives any right of confidentiality to or in the Client Content and authorises Partner & Bloom to release Client Content to any party of its choosing, at its absolute discretion, in performance of services.
PAYMENT
Payment of the Fees for the Services shall be made in advance on the basis of an invoice issued by Partner & Bloom Ltd.
The Client shall pay the amounts set out in Partner & Bloom’s invoices within 7 days of issue.
Partner & Bloom may request payment for up to 3 months’ Fees in advance.
Any reasonable, documented expenses incurred shall be payable by the Client and added to invoices at cost price.
The Client has no right to set-off any amounts it deems due from Partner & Bloom from the amount due to Partner & Bloom.
If payment is not made within the payment deadline specified above, all amounts owed shall become immediately due and payable.
In the event of non-payment by the payment deadline specified above, Partner & Bloom reserves the right to suspend all Services immediately, without further notice, at the Client’s risk and cost, whilst retaining the right to charge the Fee during the period of suspension.
The Late Payment of Commercial Debts (Interest) Act 1998 shall apply to any Fees or other amounts due to Partner & Bloom hereunder.
The Client hereby acknowledges that in the event it accrues any arrears in payment of the Fees or other amounts due to Partner & Bloom hereunder, Partner & Bloom shall use the services of a debt recovery agent and/or a solicitor and the Client shall be liable for reasonable debt recovery fees of 10% of the amount due and the solicitors fees incurred on obtaining and enforcing judgment on an indemnity basis.
LICENCE, INDEMNITY AND LIABILITY
Partner & Bloom shall not be liable for any loss or damage, howsoever caused, that is allegedly suffered by the Client as a result of Partner & Bloom’s Services, including the release of Client Contact to any party in performance of the Services.
The Client acknowledges and agrees that Partner & Bloom shall not be liable for any alleged loss or damage suffered by the Client as a result of any representation e.g. in correspondence, telephone call, meeting or press release, whether, without limitation, the information provided is inaccurate or misinterpreted by the recipient or otherwise.
By supplying Client Content to Partner & Bloom the Client grants Partner & Bloom an irrevocable, perpetual and unlimited licence to use such Client Content in any way Partner & Bloom deems fit, including but not limited to storage, retrieval, copying, modification, transmission, publication and making available to others, either electronically or by any other means.
The Client also grants an irrevocable, perpetual non-exclusive licence to any recipient of Client Content hereunder to use the Client Content.
The Client represents, undertakes and warrants that it is and will remain the holder of any and all Intellectual Property Rights, consents, licences and other rights to Client Content and has the authority to grant any rights and licences referred to in these terms and conditions, and that Partner & Bloom’s Services performed in reliance upon under those rights and licences will not infringe any law, regulation, other agreement or third party’s Intellectual Property Right or other right.
The Client shall at any time, at Partner & Bloom’s first request, provide written evidence of the rights and/licences referred to herein or in any Client Content
The Client shall indemnify and hold Partner & Bloom harmless against any Liabilities incurred by Partner & Bloom or claims brought against Partner & Bloom, directly or indirectly related to or resulting from: (i) Client Content, (ii) the use by Partner & Bloom of Client Content in accordance with these terms and conditions, (iii) a breach of any of the Client’s representations and/or obligations in these terms and conditions,
Notwithstanding any other Clause in these terms and conditions, neither Partner & Bloom nor the Client excludes any liability for death, personal injury or fraud (including fraudulent misrepresentation).
Partner & Bloom shall not be liable for (i) any loss of or damage caused to the Client as a result of the Client Content; (ii) any loss or damage resulting from inaccuracy or insufficient quality of the Client Content; (iii) any indirect or consequential loss or damage resulting from a failure by Partner & Bloom to provide the Services; and (iv) any indirect or consequential loss or damage caused by use of Client Content.
Any liability of Partner & Bloom shall be limited to the Fees paid by the Client for the Services in the calendar year of the event giving rise to the Client’s claim.
Partner & Bloom shall have the right, including in advertising and publicity in any media, to use the name of the Client to advertise and promote its Services and/or the Partner & Bloom brand.
For the avoidance of doubt, Partner & Bloom provides no representation or warrantee and shall bear no liability regarding the outcome of the Services, in particular it makes no representation or warrantee regarding the success of any marketing or PR activity, campaign or strategy, without limitation in terms of increased sales, profit, brand recognition etc. and the Fees are payable in full regardless of the outcome of the Services
TERMINATION
The Agreement will remain in force until terminated by either party on 30 days’ written notice to the other party or otherwise in accordance with these terms and conditions.
Following termination or expiration of this Agreement or a Statement of Services, in respect of any project not completed at the time of expiration or termination Partner & Bloom shall be entitled to payment on a pro rata basis for the services rendered.
Without prejudice to any statutory rights, Partner & Bloom may terminate the agreement, either in whole or in part, with immediate effect and without prior notice, in the event that: (i) the Client is in material breach of the these terms and conditions and, if remediable, the party fails to remedy the breach within 14 days; (ii) the other party enters into liquidation (except for the purposes of financial restructuring), is unable to pay its debts or reaches an agreement with its creditors to pay only part of its debts; or (iii) the other party submits a winding-up or bankruptcy petition or is declared insolvent or bankrupt (iv) the Client fails to pay an invoice for the Fees within the deadline specified herein.
Any termination of the agreement shall be without prejudice to any other rights or remedies a party may be entitled to under the agreement or these Terms of Conditions or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
FORCE MAJEURE
Partner & Bloom shall not be liable for any loss or damage resulting from a failure by Partner & Bloom to perform its obligations under these terms and conditions if such failure is a result of an unforeseen event which is beyond the control of Partner & Bloom and cannot be reasonably avoided or counteracted. This includes, but is not limited to: acts of terrorism, fire, flood, earthquake, explosion, riot, strike, labour troubles, lockouts, transport restrictions, failure or delay of delivery by any supplier, war, regulations and measures of any governmental or local authority, accident or theft, malfunctioning of systems which are part of the internet, malfunctioning of the infrastructure for telecommunication, electricity failure, or stoppage of output in Partner & Bloom’s systems. Should any such event occur, Partner & Bloom may at its own option cancel or suspend the agreement with the Client without incurring any liability.