The Client agrees to engage InsideOut Media Ltd to provide the services outlined in the agreement letter.
This agreement will take effect from the date the Agreement Letter is signed by the Client and/or advised via email from the Client with reference to the Agreement Letter and shall remain in force until the agreed period of the engagement of services is complete or until terminated by either party in accordance with the provisions of this agreement. Acceptance of these terms will be deemed after receipt of signed Agreement Letter or emailed confirmation by the Client.
a. The Client shall pay InsideOut Media Ltd the agreed fee as detailed in the Agreement Letter.
b. Invoices for services rendered are due within 15 days from the date of the invoice or unless otherwise agreed and detailed in the Agreement Letter.
c. The Client shall reimburse InsideOut Media Ltd for the cost of all reasonable expenses agreed within the Agreement Letter.
In providing Services, InsideOut Media Ltd will always have the interests of the client at the forefront of the process and will carry out these services with due care and diligence, ensuring a continuing professional relationship.
a. Both parties will abide by any Health & Safety, EEO and Human Rights Legislation, rules or instructions and otherwise act in respect of the maintenance of a safe work environment and exercise safe work practices.
b. InsideOut Media Ltd does not take responsibility for the Client under such legislation.
c. Should the Services provided be at the Client’s site or accommodation the Client will be responsible for ensuring communication of such Health & Safety legislation.
InsideOut Media Ltd shall take out and maintain appropriate professional indemnity insurance.
Should InsideOut Media Ltd breach this agreement, liability will be limited to reasonably foreseeable claims, damages, liabilities, losses or expenses caused directly by the breach. InsideOut Media Ltd will not be liable for any indirect or consequential loss or damage caused by any breach, delay or negligence. Any liability is limited to the provision of services again.
Neither party may, either during or after the term of this agreement, disclose or cause or permit to be disclosed any confidential information except with the prior consent of the other party.
The Client acknowledges that InsideOut Media Ltd will own all rights, title and interest to all intellectual property and materials created, made or developed by InsideOut Media Ltd.
InsideOut Media Ltd reserves the right to terminate the agreement if any of the following occurs:-
a. the Client is insolvent
b. the Client is subject to the appointment of a liquidator, receiver, controller or administrator, or an official process is put in place to close the business.
c. the Client fails to pay an invoice which is due and payable
d. changes to the Clients ownership or financial status which would entail reviewing the relationship between InsideOut Media Ltd and the Client
Termination by InsideOut Media Ltd will be in writing. If termination occurs the Client will be responsible for all fees incurred up to the date of termination.
Any disagreement or dispute should be raised immediately for early resolution if possible. The success of this agreement is based on trust and communication to ensure an ongoing professional, friendly and approachable business relationship.
The relationship between both parties is that of independent consultant and the Client and nothing in this agreement shall constitute the relationship of employer and employee between the parties or their respective employees. Any discussion between the parties will be treated as confidential.
InsideOut Media Ltd will only process personal information on behalf of the Client and in accordance with the Client’s personal instruction pursuant to these Terms of Business and the Agreement Letter. InsideOut Media Ltd will maintain the confidentiality of all personal information and will not disclose, transmit, or otherwise disclose personal information to third parties, unless clearly advised by the Client to do so.
InsideOut Media Ltd complies with all requirements detailed by any applicable data protection, privacy, information security laws and regulations, including the UK Data Protection Act 1998 and/or the EC approved data transfer directive as applicable in the EU.
Except for any payment obligations, InsideOut Media Ltd will not be liable for delays or failure in performance under these Terms of Business as a result of Force Majeure. While the Force Majeure continues, the obligations which cannot be performed due to the Force Majeure will be suspended, other than obligations to pay any monies due and payable.