Hotel Chocolat Custom Terms
1.1 These General Terms (Terms) apply to any services (Services) and all resulting data, reports,content and other information (Work) provided by upUgo Ltd Limited (Company Number 09090758) toits clients (Client).1.2 These General Terms form a binding contract between upUgo Ltd and Client in respect of theServices, incorporating the Key Terms set out in Schedule 1 or other binding agreement between theparties (Agreement). In the event of any conflict between the terms and Schedule 1 the terms ofSchedule 1 shall apply.1.3 These Terms shall be deemed effective upon the Client either signing the Client Agreement, oraccepting any written proposal or any Services from upUgo Ltd. These Terms apply for the periodspecified as the Term in the Agreement,.1.4 upUgo Ltd is an online marketing agency and may rely, subject to the Client’s prior writtenapproval and consent, on third parties to perform the Services. Unless otherwise provided for in theseTerms or in Schedule 1, upUgo Ltd is not responsible for the performance of such services by thirdparties.1.5 upUgo Ltd is an independent contractor to Client, not an employee or partner of Client in any way.The Services are provided for the sole benefit of the Client, unless expressly agreed otherwise.2 KEY OBLIGATIONS2.1 upUgo Ltd will: (a) provide the Services in accordance with the Key Terms and this Agreement;(b) perform the Services with reasonable care and skill; (c) sub-contract certain parts of the Servicesto specified third parties and shall be responsible for the products or services provided by those thirdparties; (d) provide campaign reporting and other information to Client via email (or such othermethod agreed by Client); (e) comply with all the relevant laws and regulations relating toperformance of the Services.2.2 Client will: (a) pay all Fees and additional charges in accordance with this Agreement; (b) ensurethat upUgo Ltd has unrestricted access to such electronic systems and materials, and promptlyprovide upUgo Ltd with all assistance, directions, instructions or information, reasonably required byupUgo Ltd to perform the Services; (c) provide timely updates on any information relevant to theServices.2.3 Client hereby warrants and represents that its website and use of the Services for the marketingof products and services of the Client shall be for legitimate business purposes, in compliance with allapplicable laws and regulations, and that Client has obtained all necessary approvals, consents andpermissions from any relevant authority or third party. 3 2.4 Client accepts sole responsibility for allcontent and information provided to upUgo Ltd and warrants and represents the accuracy andcompleteness such information.3 FEES, INVOICING & PAYMENT3.1The Fees payable for the Services are specified in the Key Terms (or otherwise separate writtenagreement with Client) and payable monthly in advance (or in the month following external spend,where agreed in writing) without any set off or deduction.3.2 Additional fees and charges may be applied, if prior notice has been given to the Client, by upUgoLtd, including for agreed out-of-pocket expenses, languages other than English, surcharges forpayment methods, taxes and duties.3.3 Client warrants and represents that there are sufficient funds on any credit or debit card registeredwith upUgo Ltd to pay for all Fees and any charges payable under this Agreement.3.4 In the event of cancellation of the Services or termination of this Agreement, subject to anyconsumer law that cannot be excluded, upUgo Ltd may determine in its absolute discretion whether torefund any advance payment for Services (which shall exclude any costs that are not reimbursed bythird parties).
any Government Agency, stock exchange or other regulatory body; or (e) to its personnel andadvisors, where the party informs the recipient of the obligations in relation to the ConfidentialInformation under this Agreement.7.3 If a party is required to make a disclosure under this clause, that party must: 5 (a) to the extentpossible, notify the other party if it anticipates that it may be required to disclose any of theConfidential Information; and (b) only disclose Confidential Information to the extent necessary tocomply.7.4 The obligations under this clause continue in full force and effect after this Agreement ends.8 DISPUTE RESOLUTION8.1 If any dispute arises between Client and upUgo Ltd in connection with this Agreement (Dispute),then either party may notify the other of the Dispute with a notice (Dispute Notice) which: (a) includesor is accompanied by full and detailed particulars of the Dispute; and (b) is delivered within 14 days ofthe circumstances giving rise to the Dispute first occurring.8.2 Within 14 days after a Dispute Notice is given, a representative (with the authority to resolve thedispute) of Client and upUgo Ltd must meet and seek to resolve the Dispute.8.3 A party must not bring court proceedings in respect of any Dispute unless it first complies with therequirements of the dispute resolution mechanism outlined in this clause, provided that nothing in thisclause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutoryor declaratory relief in respect of a Dispute.8.4 Despite the existence of a Dispute, the parties must continue to perform their respectiveobligations under this Agreement and any related agreements.9 FORCE MAJEURE9.1 Neither party shall be liable for any failure or delay to performance of obligations under thisAgreement if such failure or delay results from any cause that is beyond the reasonable control of thatParty including power failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts ofterrorism, acts of war, governmental action or any other event that is beyond the control of the party inquestion.9.2 In the event that any party cannot perform their obligations hereunder as a result of force majeurefor a continuous period of 1 month, the other party may at its discretion terminate this Agreement bywritten notice at the end of that period.10 LIABILITY10.1 Subject always to the terms of Schedule 1, whilst upUgo Ltd does not guarantee traffic to theWebsite or any specific results from the Services it does undertake to use its best endeavours tomaximise the results of the Services for the benefit of the Client. This Agreement is not a service levelagreement.10.2 To the extent permitted by law, by accepting the Services, Client acknowledges and representsthat Client is not a consumer and unless otherwise provided for within these Terms or in Schedule 1,no refund is payable in any circumstances whatsoever.10.3 Nothing in the Services or the Work constitutes any recommendations or advice from upUgo Ltdregarding the marketing or promotion of the Client’s products or services and any marketingcampaign shall remain the Client’s commercial decision in its absolute discretion.10.5 In no circumstances will either party be liable for any consequential or indirect damages, loss ofprofits, or any other similar or analogous loss resulting from the Services or the Work, whether basedon warranty, contract, tort, negligence, in equity or any other legal theory and each parties totalmaximum liability to the other, for a breach of these Terms, including any breach of any indemnity,shall not exceed £100,000.10.6 The Client shall indemnify upUgo Ltd for, and hold it harmless against any loss, damage, costs,expenses, liability, deduction, contribution, assessment or claim (including reasonable legal costs)arising in connection with any access to the Website;
10.7 Each party acknowledges that it has not relied on any representation, warranty or statementmade by any other party, other than as set out in this Agreement.10.8 Nothing in this Agreement shall limit or exclude the liability of either party for death or personalinjury resulting from its negligence, fraud or fraudulent misrepresentation.11 TERMINATION, AMENDMENT AND ASSIGNMENT11.1 This Agreement shall continue on a rolling monthly basis unless terminated by either party onwritten notice for the Notice Period, provided that either party may terminate summarily by giving theother party 90 days written notice if the other party: (a) Has not remedied a breech after being givenreasonable notice; (b) Has committed a breach incapable of remedy; (c) Is insolvent, bankrupt orotherwise incapable of paying its debts; or (d) Has a controller, receiver or other administratorappointed.11.2 Upon termination of this Agreement unless that the Client is terminating pursuant to sub-clauses(a) to (d) of clause 11.1, Client must pay for any outstanding Fees and charges payable under thisAgreement and the parties acknowledge that any accrued rights shall not be affected and shallsurvive as necessary for enforcement and discharge of such liabilities.11.3 This Agreement can only be amended, supplemented, replaced or novated by anotheragreement executed by the parties.11.4 upUgo Ltd or Client may only assign or otherwise create an interest in their rights under thisAgreement with the written consent of upUgo Ltd.12 ELECTRONIC COMMUNICATION & NOTICES12.1 In this clause, ‘electronic communication’ has the meaning given to that term in ElectronicCommunications Act 2000 and the Electronic Signatures Regulations 2002. 712.2 The parties acknowledge and agree that this Agreement if executed (including digitally or bycounterpart) and conveyed by electronic communication. A consent, notice or communication underthis Agreement is effective if conveyed by electronic communication and must be sent to the parties’contact details as specified in item A of the Particulars.12.3 Each party may be required to provide an original of such agreement or counterpart as soon asreasonably possible following request.13 GENERAL13.1 Interpretation. Headings are only for convenience and do not affect interpretation. The followingrules apply unless the context requires otherwise: (a) The singular includes the plural and theopposite also applies. (b) If a word or phrase is defined, any other grammatical form of that word orphrase has a corresponding meaning. (c) A reference to a clause refers to clauses in this Agreement.(d) A reference to legislation is to that legislation as amended, reenacted or replaced, and includesany subordinate legislation issued under it. (e) Mentioning anything after includes, including, or similarexpressions, does not limit anything else that might be included. (f) A reference to a party to thisAgreement or another agreement or document includes that party’s successors and permittedsubstitutes and assigns (and, where applicable, the party’s legal personal representatives). (g) Areference to a person, corporation, trust, partnership, unincorporated body or other entity includes anyof them. (h) A reference to information is to information of any kind in any form or medium, whetherformal or informal, written or unwritten, for example, computer software or programs, data, drawings,ideas, knowledge, procedures, source codes or object codes, technology or trade secrets. (i) Areference to pounds or £ is to an amount in Great British Pounds.13.2 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty orstatement made by any other party, other than as set out in this Agreement.13.3 Relationship. The relationship of the parties to this agreement does not form a joint venture,partnership, employment, trust or agency.13.4 Third party rights. A person who is not a party to this Agreement has no right under the Contracts(Rights of Third Parties) Act 1999 to enforce this Agreement, provided that this clause does not affecta right or remedy of a person which otherwise exists or is available.
13.5 Waiver. No clause of this agreement will be deemed waived and no breach excused unless suchwaiver or consent is provided in writing. A single or partial exercise of a right, power or remedy doesnot prevent another or further exercise of that or another right, power or remedy.13.6 Further Action. Each party must do anything reasonably necessary (including executingagreements and documents) to give full effect to this Agreement, including in connection with anyclaim or proceedings brought against a part as a result of any breach of this Agreement. 813.7 Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing,stamping and registering this Agreement.13.8 Inconsistency. If this Agreement is inconsistent with any other preceding document or agreementbetween the parties, this Agreement prevails to the extent of the inconsistency.13.9 Counterparts. This Agreement may be executed in any number of counterparts. All counterpartstogether will be taken to constitute one instrument.13.10 Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to theextent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.13.11 Governing Law. This Agreement is governed by the laws of England & Wales. Each of theparties hereby submits to the exclusive jurisdiction of courts with jurisdiction in England.END GENERAL CONDITIONS
1 Key TermsupUgo Ltd will create a full content schedule for 2020 for its Client. This includes the analysis ofkeyword and phrase volume using a variety of tools including proprietary technology owned byupUgo Software Ltd.1.1 Trend AnalysisupUgo Ltd will complete ongoing trend analysis on the seasonality of all topics relating to HotelChocolat which will in turn inform the scheduling of content.1.2 ContentWhere content is produced for the Client it will be outsourced to a range of third party copy writingprofessionals who are based in the United Kingdom.upUgo Ltd will create blog articles for the Client. These articles will be posted daily and will bebased on the results of trend analysis in order to optimise the Client’s website.The upUgo Ltd team will decide content based on seasonal trends, audience analysis andsentiment analysis. All content created can be amended without additional charge to the Client.All content created is ‘copyscaped’ to ensure no content has been plagiarised from other websitesor online resources.1.3 Technical SEO ConsultancyupUgo Ltd will engage in weekly consultations with the Client regarding the technical SEOperformance of their website. This will include campaign updates, advice on the assignment oftechnical tasks to the Client’s internal development team and advice on optimising internalresources to maximise SEO performance.1.4 MeasurablesupUgo Ltd guarantees an increase of overall website visibility over time with continued provision ofthe Services. A final position in rankings or outcome of an SEO campaign cannot be guaranteeddue to the nature of Google algorithms and Google’s black box.1.5 AdditionalupUgo Ltd will create a list of influencer contacts which can be utilised by the Client alongside theexisting campaign on a case by case basis.1.6 Pricing and payment termsThe agreed monthly retainer for services detailed in the Key Terms is £3500+VAT.Further ad hoc campaigns and services may be chargeable and will be agreed in writing prior toexecution and invoicing.Invoices will be payable 60 days from receipt and will include a purchase order reference ifrequested in writing by the Client.
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Document Name: Hotel Chocolat Custom Terms
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