Terms and Conditions

TERMS N CONDITIONS

DEFINITIONS AND INTERPRETATION

•    In these terms and conditions the following definitions apply unless otherwise stated:
  • ‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  • ‘Contract’ means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.
  • ‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order. Or the author who contributes content to appear on our website.
  • ‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights. In each case whether registered or unregistered and including all applications for. And renewals or extensions of such rights. And all similar or equivalent rights or forms of protection in any part of the world.
  • Order’ means the order placed by the Client through online Paypal / Credit Card purchase or by email instruction that an order is to be placed. Together with these terms and conditions the order shall form a binding contract.
  • Quotation’ means the written quotation prepared by the Company which contains its proposals for providing Services to the Clients. Unless a bespoke quotation Is prepared, this quotation will be those services and prices displayed on the Company website. And visible to the Client at the time of order.
  • ‘Services’ means the services the Company will provide to the Client as specified in the Order. And as revised on the Social-Hire website from time to time. As needed to comply with applicable laws or to more effectively produce business results for our clients.
  • Specification’ means the description or specification of the Services in the Order. Which will usually be as displayed on the Company website and visible to the Client at the time of order.
  • ‘Terms’ means these terms and conditions as updated from time to time by the Company.

TERMS AND CONDITIONS    

1. These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms. That the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or in the course of dealings between the Company and the Client.
2. These Terms and the Order may only be varied by express written agreement between the Company and the Client.
3.   The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
4. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order. Or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence. The company will be deemed to have started providing the Services on such date. As the kick-off call or kick-off meeting with the client took place.
5.   The Contract constitutes the entire agreement between the Company to provide the Services to the Client. And for the Client to purchase those Services, in accordance with these Terms.
6.  The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company. Which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company. And any descriptions or illustrations contained in the Company’s brochures, website or advertisements are issued or published. For the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.
7.  A Quotation for the supply of Services given by the Company shall not constitute an offer.  A Quotation shall only be valid for a period of 30 Days from its date of issue.

COMPANY OBLIGATIONS AND WARRANTIES 

1.  The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
2.  The Company shall use all reasonable endeavours to meet any performance dates specified in the Order. But any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.  The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.

  CLIENT’S OBLIGATIONS AND INDEMNITIES

1.  The Client shall provide the necessary instructions, assistance and technical information to the Company, as reasonably required by the Company. In sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company. That the Client’s employees assisting in the execution of an Order have the necessary skills and authority to do so.
2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) profile copy, target website readerships and graphic material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Company.
3.  The Client shall be obliged to inform the Company immediately of changes of domain names, websites, passwords, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.
4.  In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.
5. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
6.  The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 1998 and the GDPR and hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.
7.  The Company require that prior notice be given for any alterations relating to the Client’s social media profile(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s profile(s) then performance and brand integrity may be affected and the Company cannot be held responsible.

 PAYMENT (payoneer/debit card)

1. The Company shall invoice for services monthly or annually in advance of services being delivered. Where the order is placed via Payoneer or with a Credit Card, payment shall automatically be taken on the date of each subscription renewal. Where the Company agrees to payment via invoice, invoices shall be issued on the date of each subscription renewal for an amount not less than $399. Where the subscription rate is less than $1300, the Company shall invoice for batches of monthly subscriptions at a time so that this minimum invoice threshold is achieved. The frequency of invoice shall be correspondingly reduced so that the amount payable by the Client for each month of service is unchanged. 
2.  The Client shall pay each invoice submitted by the Company within the shorter of 14 days or 10 Business Days of the date of the invoice and in cleared funds in accordance with clause 7.3 below.  The invoice number shall be stated on all payments and payment by BACS, CHAPS, Cheque and Bank Transfer are accepted.
3. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
4.  In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher).  At the Company’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to the Client. The Company shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. The Company expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.
5.  Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.
6.  In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order. The Company shall be entitled to charge to the Client the subscription, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order.

 DELAYS AND COMPLAINTS 

1. In the event that the Client proves that the Services are delayed or not in accordance with the Contract. The Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this. The Client shall be entitled to cancel the Order in accordance with clause  provided that the breach is material.
2. Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
3. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’).  The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions. And that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same.
4. The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.
5. The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 8 and. If the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract and the Company’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause  below.
   1. Except as expressly stated in this Clause , the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.
   2. Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
      1. Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;
      2. Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
      3. Loss of data; and

Fraudulent clicks on any of the Client’s accounts managed by the Company.

1. 1. To the extent such liability is not excluded by sub-clauses and clause  below, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.

OTHER LIMITATIONS OF LIABILITY

1. The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.
2. The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, content,  links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client. In accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion.
3. The Company shall use all reasonable endeavours to deliver Services relating to social media marketing, content sharing, blogging and user engagement in accordance with the guidelines applicable to the relevant websites and social media platforms. However, the Company shall not be liable for delays or deteriorating performance due to changes made to standard terms, algorithms, account functionality, account availability, search results, viewing policy, prices or other matters beyond the Company’s control. And reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of social media platforms’ services or third party services.
4. The Company shall not be liable for Services lead to a certain volume of traffic, number of clicks, likes, follows, registrations, purchases or the like.
5. The Company shall not be responsible for profiles or their content streams dropped or excluded by a search engine or social media site for any reason.
6. If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

INTELLECTUAL PROPERTY RIGHTS

1.  It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights. When they provide any text, image or representation (“Materials”)to the Company for incorporation into the Services. And the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable license to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.
2.  The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The Company shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Order.
3.  The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company. As a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
4.  The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
5.  Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services. And whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights rest in the Company.
6.  The Intellectual Property Rights as mentioned in Clause shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.
7.  If the Company makes software subscriptions, processes or technologies available to the Client as part of the execution of an Order. The Client shall only acquire a non-exclusive non-transferable license to use such subscriptions, processes or technologies until the Services under this agreement cease.
8. The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo etc. as a reference on the Company’s website, other marketing materials or types of media whilst they are a Client of the Company and for 18 months after the Contract terminates. The Client agrees to send the Company its most recent logo or figure as and when it is amended from time to time.