|Following receipt of these terms of business or a proposal referring to these terms, the issuing of instructions by a business or individual for BSA Marketing to undertake work will constitute acceptance of these terms. Such instructions may be issued verbally, in writing or both.The terms of business detailed below apply to all work which we undertake for our clients unless, by exception, some other arrangement is made in writing.In the context of these terms and conditions, the term ‘Agency’ covers all aspects of work carried out directly by Business Services Agency Ltd including work carried out under the trading styles of BSA Marketing and BSA WebWorks.1. Copy – Where it is agreed that work be carried out from copy supplied by the client, a charge might be made to cover any additional work involved where copy supplied is not clear and legible or if digital information requires additional work to utilise.
2. Data Capture & Usage
2a. Website Usage & Cookies
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i. Any data, lists etc. supplied by a client to BSA for the purposes of e-mail marketing, is received in good faith and deemed to meet all existing laws and established good practice with regard to opt-in and the willingness to receive e-mail marketing messages.
ii. All E-mail Marketing undertaken by BSA Marketing will include unsubscribe options for recipients. All unsubscribe requests will be strictly honoured.
iii. BSA Marketing reserves the right to cease or cancel any e-mail marketing campaign or project where that project generates SPAM complaints from recipients. If BSA exercises this right, payments for the cancelled work under the campaign will not be due though payment for all work undertaken will still be payable under our normal terms.
3. Additional Work – Where Business Services Agency is working to an agreed monthly budget, all work carried out, outside the agreed/budgeted project, but at client’s request shall be charged. All charges will be notified to the client, prior to the commencement of any work.
4. Proofs & Drafts – All work might be submitted for client’s approval and the Agency shall incur no liability for any errors not corrected by the client in works so submitted. When content, style, type or layout is left to the Agency judgement, changes therefrom made by the client the Agency reserves the right to levy additional charges.
5. Price variation – Fees are based on the Agency’s current costs and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs, or for any other reason, as might be deemed necessary. Intention to amend fees will be notified in writing by Business Services Agency at least 30 days prior to any such increase.
6. Tax – All fees are quoted exclusive of VAT. The Agency reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
7. Invoicing & Payment –
8. Termination - In many cases, the Agency works with clients on an on-going, monthly fee basis. In these cases, where a client wishes the Agency to cease activity on this basis, the client must give one clear month’s notice, in writing, of this intention. This notice will come into force at the end of the month following the month in which the notice is received by the Agency.
9. Liability – The Agency shall not be liable for any consequential loss to the client arising from the agency’s activities.
10. Insolvency - If the client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
11. Client’s Property - Except in the case of a client who is not contracting in the course of a business nor holding himself out as doing so, client’s property and all property supplied to the Agency by or on behalf of the client shall while it is in the possession of the Agency or in transit to or from the client be deemed to be at client’s risk unless otherwise agreed and the client should insure accordingly.
12. Materials supplied by the client – Responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials or data so supplied or specified.
13. Data Supplied by the Client – We will not pass any data supplied by clients on to third party suppliers, and we will not (except if required by law or other regulation) in any event disclose, sell, rent or trade such data to any other parties without your express prior written consent.
14. Illegal Matter - The Agency shall be indemnified by the client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any communications on behalf of the client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
15. Force Majeure - The Agency shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client can pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
16. Law – These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.