Terms & Conditions

1. Definitions

1.1 “Agreement” means the contract between MWS and the Client for the provision of Services, as may be amended from time to time in accordance with these Terms and Conditions.

1.2 “Client” means the company or individual who has engaged MWS to provide the Services.

1.3 “Confidential Information” means all information or material that has or could have commercial value or other utility in the business in which MWS is engaged. It includes, but is not limited to, information pertaining to:

1. a) MWS’s business affairs;
2. b) MWS’s clients;
3. c) MWS’s suppliers; and
4. d) MWS’s confidential know-how and trade secrets.

1.4 “Intellectual Property Rights” means all patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, design rights, trade secrets and other similar proprietary rights and protections whether registrable or not in any country.

1.5 “Services” means the digital marketing services to be provided by MWS to the Client, as described in the Agreement.

2. Provision of Services

2.1 MWS will provide the Services to the Client in accordance with the Agreement.

2.2 MWS will use all reasonable skills and care in providing the Services.

3. Client’s Obligations

3.1 The Client will:

1. a) provide MWS with such information and materials as MWS may reasonably require in order to provide the Services, and ensure that such information is accurate in all material respects;
2. b) obtain and maintain all necessary licenses, consents and permissions which may be required for MWS to provide the Services;
3. c) co-operate with MWS in all matters relating to the provision of the Services;
4. d) provide MWS with access to such premises as may be reasonably required in order for MWS to provide the Services; and
5. e) comply with any reasonable instructions issued by MWS from time to time in relation to the provision of the Services.

3.2 The Client will not, without the prior written consent of MWS, at any time during the term of the Agreement and for a period of 12 months after termination of the Agreement, solicit or entice away from MWS any person who is providing services to MWS in connection with the provision of the Services.

4. Confidentiality

4.1 MWS will keep the Confidential Information confidential and will not, without the prior written consent of the Client, use or disclose any Confidential Information for any purpose other than the provision of the Services.

4.2 This clause 4 will survive termination of the Agreement.

5. Intellectual Property Rights

5.1 All Intellectual Property Rights in or arising out of or in connection with the Services will be owned by MWS.

6. Warranties and Liability

6.1 MWS warrants to the Client that:

1. a) it has the right to enter into the Agreement and to provide the Services; and
2. b) it will comply with all applicable laws and regulations in the performance of its obligations under the Agreement.

6.2 Except as expressly set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

6.3 Nothing in these Terms and Conditions excludes or limits the liability of MWS for:

1. a) death or personal injury caused by the negligence of MWS; or
2. b) fraud or fraudulent misrepresentation.

6.4 Subject to clause 6.3, MWS will not be liable to the Client, whether in contract, tort (including negligence) or otherwise, for any:

1. a) loss of profits;
2. b) loss of business;
3. c) depletion of goodwill or similar losses;
4. d) loss of anticipated savings;
5. e) loss of goods; or
6. f) any indirect or consequential loss or damage.

6.5 Subject to clause 6.3, MWS’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed a sum equal to the amounts paid by the Client to MWS pursuant to the Agreement.

6.6 This clause 6 will survive termination of the Agreement.

7. Termination

7.1 Either party may terminate the Agreement by giving to the other party not less than 30 days written notice.

7.2 Without prejudice to any other rights or remedies it may have, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

1. a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
2. b) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with its having the intention or ability to give effect to the terms of the Agreement.