THIS AGREEMENT is made between service provider (“Lockhart Leadership Limited”, dab “House Edge Media”) and the Buyer. By providing a signature (manual or digital) and/or making payment to the Service Provider, the buyer agrees to the terms and conditions of this agreement.
The Service Provider shall provide, said client, with the House Edge Media package of choice. The HEM package includes video marketing materials, and 12 months of ongoing support .
The Service Provider has provided an estimate of the start date and end date to the Buyer. These dates serve only an estimate and may vary based on various factors, including (but not limited to) the size and complexity of the designs, the number of revisions, and other service agreements being worked on. The Service Provider shall provide the services through a delivery platform to the Buyer, which may include email or various third party sites.
The price for the provision of the Services by the Service Provider is established based on the Media Package subscribed to. This will be billed and provided on a monthly basis through the www.houseedgemedia.com website.
The price listed in Section 1.3 is inclusive of 12 months of local advertising and digital marketing support. The client will receive an adequate amount of revisions, as required through the media package term. A Revision is defined as any part of the process that requires any changes made by the Service Provider and is inclusive of all changes made at one time. A fee will be incurred if any part of the process requires any revision(s) after buyer approved, and will be quoted on a case by case basis.
The Buyer agrees to pay the monthly subscription cost outlined on the website and which the buyer registers for online for the full duration of the 12 month term. Or, if they choose to pre-pay for the media package full payment will be accepting using the www.houseedgemedia.com website.
b. If the Buyer chooses to pay for services in a way other than the www.houseedgemedia.com website - the payment of the price by the Buyer to the Service Provider shall be by: Cheque or Electronic money transfer.
c. The Buyer shall make payment within 7 days of their receipt from the Service Provider
d. Any changes payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Buyer under this Agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable hereunder.
e. All payments are non-refundable.
f. Payment made by the Buyer is in exchange for the 12 months of media support and work rendered for the client.
The ownership of the final video(s) are transferred from the Service Provider to the Buyer upon payment in full. The Buyer gains full rights of use of the video. If any third party intellectual rights are used in the material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the service provider and the Buyer. For the purposes of this clause 2.1 “material” shall mean the materials, in whatever form, used by the Service provider to provide the Services and the products, systems, programs or processes, in whatever form produced by the Service Provider pursuant to this Agreement.
The Service Provider represents and warrants that: it will perform the services with reasonable care and skill; and the services and the materials provided by the Service Provider to the Buyer under this agreement will not infringe or violate any intellectual property rights or other right of any third party. 2.3 LIMITATION OF LIABLILTY b. Subject to the Buyer’s obligation to pay the price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the price. c. To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
d. This Agreement shall be effective upon the signing of this agreement by both parties (either manual or digitally) and shall continue, unless terminated sooner in accordance with Clause 2.4 e. This Agreement will be considered terminating upon the day of signing 12 months after the initial day this Agreement is signed by both parties.
f. This Agreement shall be considered terminated at the Buyer’s request in writing should there be no communication by the Service Provider for 30 consecutive days to move the project forward with any work to be done or feedback at any stage for the process.
g. This Agreement shall be considered terminated at the Buyer’s request in writing should there be no communication by the Service Provider for 30 consecutive days to move the project forward with any work to be done or feedback at any stage for the process. All monies will be owed to the Service Provider and will be due within 7 business days of notice by the buyer in writing. However, if the buyer is paying monthly the charge of the month in question will be owed to the buyer.
h. This Agreement may be terminated upon mutual agreement by both parties in writing. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of wither Party nor shall it affect the coming into force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
The parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
Neither Party will use copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legit title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address to the other party as specified in this agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by: x. recognized overnight carrier (FedEx or UPS); xi. hand or by facsimile transmission, on the date of such delivery or transmission; and xii. electronic mail, when party sending such communication receives confirmation of such delivery by electric mail.
m. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
n. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability to the remainder of this Agreement shall be affected.
o. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
p. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
q. All information, facts and opinions included in the video will be verified by the Buyer, and Buyer is liable for any misrepresentations, omissions or inaccuracies included in the video.
r. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
s. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstance beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure constitutes for at least 30 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other. t. Clauses 2.3, 2.5 ,2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.
u. This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in more than one country in which its headquarters are located (if the Buyer is based in more than one country the country in which its headquarters are located) (the “Territory”) and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.