Please read these terms and conditions carefully because they govern your relationship with SA Social Active Limited and affect your rights and liabilities under the law. By employing the services of Social Active you are agreeing to the full terms and conditions contained in this Legal Notice.
Client – the person, firm or company with whom the Supplier contracts;
Agreement – these terms and conditions and the front sheet agreed between the parties setting out the parties, services, charges and date;
Charges – the fees agreed between the parties;
Services – any services provided under this Agreement;
Supplier – SA Social Active LTD.
Address – 45 John Kennedy Ave., Nicosia, Cyprus.
Tel. – (+30) 211 210 5679.
E-mail – support(at)socialactive.com.
Basis of the Agreement
- The Supplier agrees to provide the Services to the Client and the Client agrees to pay the Charges in accordance with the terms of this Agreement.
- An Agreement shall only be formed on acceptance by the Supplier of the Client’s order.
- These terms and conditions shall apply to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any order or other document. In the case of any conflict or ambiguity between terms, this document shall prevail.
- The Supplier may employ sub-contractors to carry out any part of its obligations under the Agreement at its sole discretion and it may assign its rights and obligations under this Agreement to any other party. The Supplier acts as principal in this Agreement. The Client may not assign its rights and obligations under this Agreement without the written consent of the Supplier.
- Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorised officer of the Supplier.
- Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
- The Supplier will provide services to the Client involving use of various social media platforms and networks.
- The Supplier will use its best endeavours to commence the services within 1 week of receipt of the login details for the Client’s social media accounts, unless a different timescale is agreed between the parties.
- The Supplier will use its best endeavours to ensure that the Client is accessible on agreed social media platforms at all times for the duration of this Agreement.
- The Supplier makes no warranty as to the availability of the different social media websites, which the parties recognise is beyond the control of the Supplier.
- The Client will provide the Supplier with such text, artwork, information, logos and designs, and will do so in such formats and at such time or times, as the Supplier may reasonably need to promote the Client and to perform the Services in accordance with this Agreement. The Client is responsible for ensuring that such material and answers are accurate and complete.
- The Supplier reserves the right to edit or amend any content on any social media channels that it considers to be offensive, unlawful or inappropriate, or which appear to infringe the intellectual property rights of any third party.
- The Client will obtain all necessary licenses or consents that may be needed in connection with the content or display of logo’s and the use of the artwork and other material supplied by it and it shall indemnify the Supplier in full against any costs, claims, demands or expenses which the Supplier may incur as a result of breach by the Client of this clause.
- The Supplier will notify and wait for acceptance of the Client for each and every posting that it makes on behalf of the Client on any/all social media channels through an online platform.
- The Client may request up to one change for every post, for approval. After approval, if the Client decides that he needs more changes, additional fees may apply.
- The Charges will be paid monthly in advance. The initial set-up fee (if applicable) shall be paid on the contract start date upon which the terms of this Agreement become active.
- The Client shall pay the Charges by credit card or PayPal (via our payment portal partner PayPal Inc. or Braintree), and the Supplier reserves the right to change the required payment method by notice.
- All sums due under the Agreement will be paid by the Client by their due date without any deduction, set-off, counterclaim or abatement and time for payment shall be of the essence.
- If the payment can, for whatever reason, not be made by PayPal Inc. or Braintree, the Client must propose an alternative payment method with the Supplier, and this must be agreed in writing by the Supplier.
- Any intellectual property rights in any postings made by the Supplier on behalf of the Client save for that attaching to any logos, designs, names and other material originally supplied by the Client, shall remain the property of the Supplier. No right or license is granted by this Agreement.
- To the extent that the Client supplies the Supplier with any original copyright or other protected material, the Client grants a license to the Supplier to publish, reproduce, adapt, and otherwise use without limitation any such material for the purposes of its performance of this Agreement but not otherwise.
- At termination any unused material prepared by the Supplier, whether the subject of copyright or not, shall remain the Supplier’s property and shall not be used by the Client subsequently without the written consent of the Supplier.
Warranties and Indemnities
- The Client warrants that it has not relied on any representations made by or on behalf of the Supplier save as contained in this Agreement.
- The Client warrants that any copy, logo, specification, design, instruction or other material supplied by it to the Supplier, will not infringe any intellectual property or other rights of any third party, nor will it be defamatory or otherwise unlawful, nor infringe the Trade Descriptions Acts, and the Client will indemnify the Supplier in respect of any claim relating to such infringement.
- The Client warrants that all the facts, claims and offers given by it about its products or services are accurate and in no way misleading and that the terms of any offers contained therein will be honoured.
- The Supplier shall not be responsible for any errors in any postings or any unsatisfactory Services, which are not notified in writing to it, nor for any errors which are approved by or are the fault of the Client or any third party.
- The Supplier shall not be liable under contract, tort (including negligence) or otherwise for any loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill and loss of anticipated savings, nor for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused.
- The parties recognise that the nature of websites is that complete continuity of access to the social media websites cannot be guaranteed.
Duration and Termination
- This Agreement shall commence on the Commencement Date and shall continue in effect for a minimum period of one month unless otherwise agreed in writing.
- The Client must give no less than 5 day’s notice to the Supplier of termination of the contract. No partial months or pro-rata payments will be accepted unless otherwise agreed. For clarity, notice must be given prior to the commencement of the final intended month of the contract.
- Termination of this Agreement shall not affect any rights of the parties accrued to them up to the date of termination.
- Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this Agreement due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other force majeure event beyond the reasonable control of either party.
- All notices to be given under this Agreement shall be in writing and shall be sent via email. Notices are not regarded as received until the email is acknowledged by way of reply.
- No delay or failure by the Supplier to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them and any waiver, to be effective, must be in writing via email.
- If any part of this Agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.
- Both parties shall keep confidential all material concerning the business affairs of the other which shall be disclosed in the course of performance of this Agreement, save for any information in the public domain.
- This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous communications, representations and other arrangements, written or oral.
- The Supplier makes no warranty that third party software, as well as the social media platforms, themselves, are free from infection by viruses, Trojan horses or worms or anything else that has contaminating or destructive properties.