Klaar Terms of Service
These Terms of Service govern all Services provided by Klaar Design & Marketing Ltd across its three Service Tiers: Clarify (consultation services), Align (fixed-term project services), and Rise (ongoing monthly retainer services). They are published here for reference. The Service Tier applicable to each engagement is identified in the Proposal issued to the client.
Agency: Klaar Design & Marketing Ltd (t/a Klaar)
Registered Office: Kings Court, London Road, Stevenage, Hertfordshire, SG1 2NG
Company Number: 16248616
Email: hello@klaar.co.uk
Website: www.klaar.co.uk
Version: 1.0
Last Updated: July 2026
PLEASE READ CAREFULLY: By engaging Klaar's Services and/or paying any invoice issued by Klaar Design & Marketing Ltd, you agree to be bound by these Terms of Service in their entirety. These Terms of Service should be read alongside the Proposal issued to you. The provisions of clauses 6, 7 and 12 vary depending on your Service Tier — please refer to the relevant Part within each of those clauses. Klaar reserves the right to update these Terms of Service from time to time. The current version will always be published at www.klaar.co.uk.
1. INTERPRETATION
In these Terms of Service, the following definitions apply:
1.1 "Agreement" means these Terms of Service together with the Proposal and any Change Control Note agreed between the parties from time to time.
1.2 "Agency", "we", "us" or "our" means Klaar Design & Marketing Ltd (trading as Klaar), a company incorporated in England and Wales with company number 16248616, whose registered office is at Kings Court, London Road, Stevenage, Hertfordshire, SG1 2NG.
1.3 "Change" means any alteration to the scope, nature, volume or execution of the Services as described in the Proposal.
1.4 "Change Control Note" means a written record of any Change agreed by both parties pursuant to clause 4.
1.5 "Charges" means the fees payable by the Client for the Services, as set out in the Proposal.
1.6 "Client", "you" or "your" means the business entity or individual named in the Proposal as the recipient of the Services.
1.7 "Client Materials" means all documents, data, information, images, trademarks, content and other materials provided by the Client to the Agency in connection with the Services.
1.8 "Confidential Information" means all information (however recorded or preserved) disclosed by one party to the other in connection with this Agreement which is, or ought reasonably to be regarded as, confidential, including information relating to business operations, clients, pricing, strategies, know-how and the contents of this Agreement. It does not include information which: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already known to the recipient before disclosure; (c) is independently developed by the recipient; or (d) is received from a third party who is not bound by any obligation of confidentiality in respect of it.
1.9 "Deliverables" means the outputs of the Services to be provided to the Client as specified in the Proposal, including (but not limited to) brand identity materials, strategy documents, design assets, written content, and digital materials.
1.10 "Effective Date" means the date on which the Agency receives payment of the initial invoice issued under this Agreement, or such earlier date as the parties agree in writing.
1.11 "Force Majeure Event" means any circumstance beyond a party's reasonable control, including acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war or riots, war, imposition of sanctions or embargo, nuclear or chemical contamination, any law or action taken by a government or public authority, fire, explosion or accident, or interruption or failure of utility services.
1.12 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing.
1.13 "Proposal" means the project proposal, quotation, statement of work or Clarity Report issued by the Agency to the Client setting out the scope of Services and the Charges.
1.14 "Service Tier" means the category of Services being provided, being one or more of: (a) Clarify (consultation services); (b) Align (fixed-term project services); or (c) Rise (ongoing monthly retainer services), as described in clause 6 and as identified in the Proposal.
1.15 "Services" means the design, marketing and/or consultancy services to be provided by the Agency as described in the Proposal.
1.16 "Third Party Materials" means any materials, assets, software, fonts, stock imagery, templates or other content owned by a third party which the Agency uses in providing the Services.
1.17 "UK GDPR" has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
the singular include the plural and vice versa. Any words following including, include, in particular or for example are illustrative only and do not limit the preceding words.
2. ENGAGEMENT AND COMMENCEMENT
2.1 This Agreement comes into force on the Effective Date and governs the provision of all Services described in the Proposal.
2.2 These Terms of Service are published on the Agency's website at www.klaar.co.uk for reference. The Client's payment of any invoice issued by the Agency, or the Client's written confirmation (including by email) that it wishes to proceed with the Services, constitutes the Client's acceptance of and agreement to be bound by the version of these Terms of Service current at the date of that payment or confirmation. No wet-ink signature is required unless expressly requested by either party. The Agency reserves the right to update these Terms of Service from time to time; updated versions will be published on the website with a revised version date.
2.3 These Terms of Service are incorporated into and form part of the Agreement together with the Proposal. In the event of any conflict between these Terms of Service and the Proposal, these Terms of Service shall prevail unless the Proposal expressly states otherwise.
2.4 The Agency shall not be obliged to commence the Services until the initial invoice has been paid in cleared funds in accordance with clause 6.
2.5 The Agency provides Services to businesses only. By engaging the Agency, the Client confirms that it is acting in the course of a business and not as a consumer.
2.6 These Terms of Service apply to all three Service Tiers. The provisions of clause 6 (Fees and Payment), clause 7 (Refunds and Cancellation) and clause 12 (Termination) vary depending on the Service Tier engaged, as set out in those clauses. All other provisions apply equally to all Service Tiers unless expressly stated otherwise.
3. SERVICES
3.1 The Agency shall provide the Services to the Client in accordance with this Agreement, using reasonable skill and care and in accordance with generally recognised standards in its industry.
3.2 The Services and Deliverables to be provided are as set out in the Proposal. The Proposal forms part of this Agreement and should be read alongside these Terms of Service.
3.3 The Agency offers the following Service Tiers, each of which may be engaged separately or in sequence:
(a) Clarify — consultation services, comprising either a Power Hour (a single consultation call with a brief follow-up summary) or a full consultation engagement (including a Foundation Call, Strategy Call and Clarity Report). Charged on a fixed-fee basis, payable in full in advance.
(b) Align — fixed-term project services, including (but not limited to) brand direction and development, marketing strategy, digital content and design, digital and printed materials. Charged on a fixed-fee basis per project.
(c) Rise — ongoing monthly retainer services, including (but not limited to) marketing strategy, SEO, PPC, social media marketing, content marketing, email marketing, CMS management, analytics and reporting, and design services. Charged on a monthly retainer basis.
3.4 Any performance dates or timelines set out in the Proposal are estimates only. The Agency shall use reasonable endeavours to meet any such dates but time shall not be of the essence for the performance of the Services. Timelines may be affected by the Client's own response times and provision of materials — see clause 5.
3.5 The Agency reserves the right to engage subcontractors or other third parties to assist in the performance of the Services. The Agency shall remain responsible for the performance of those persons as if they were the Agency's own employees.
3.6 The Agency shall not be liable for any failure, disruption or interruption to services, platforms or systems operated by third parties (including but not limited to hosting providers, social media platforms, email service providers, payment processors or any other third-party technology provider), whether or not those platforms are used in connection with the delivery of the Services.
4. CHANGES TO SCOPE
4.1 The Charges cover only the Services described in the Proposal. If the Client requests any work that falls outside the agreed scope, this will be treated as a Change and will require the parties' written agreement before any additional work is undertaken.
4.2 Where a Change is agreed, the Agency will set out the nature of the additional work, any adjustment to the Charges, and (if applicable) any adjustment to the project timeline in writing (a "Change Control Note"). The Agency shall not commence any additional work until the Change Control Note has been agreed by both parties in writing.
4.3 Where a Change is required as a result of incomplete, inaccurate or late materials or instructions provided by the Client, the Agency reserves the right to charge for any additional time and work required as a result.
4.4 Where the Client makes repeated requests for additional work or changes, or where the cumulative effect of Changes results in a material alteration to the original scope of the Services, the Agency reserves the right to issue a revised Proposal, which shall form a new agreement between the parties on these Terms of Service.
5. CLIENT OBLIGATIONS
5.1 The Client shall:
(a) provide the Agency with all information, materials, approvals, content and access reasonably required to enable the Agency to perform the Services, promptly and in a timely manner;
(b) ensure that all Client Materials provided to the Agency are accurate, complete, legal and do not infringe the Intellectual Property Rights or other rights of any third party;
(c) obtain and maintain all licences, consents and permissions necessary to allow the Agency to use the Client Materials in connection with the Services;
(d) respond to the Agency's requests for feedback, approvals and decisions within the timeframe specified in the Proposal or, where no timeframe is specified, within a reasonable time;
(e) notify the Agency promptly of any changes in the Client's circumstances, requirements or instructions that may affect the Services; and
(f) co-operate with the Agency in good faith in all matters relating to the Services.
5.2 The Client acknowledges that the quality and timeliness of the Services is dependent on the Client's own fulfilment of its obligations under clause 5.1. Where the Agency's performance of the Services is delayed, prevented or adversely affected by any act or omission of the Client or any third party acting on the Client's behalf:
(a) the Agency shall not be in breach of this Agreement and shall not be liable for any loss or damage suffered as a result;
(b) the Agency shall be entitled to a reasonable extension of time to perform its obligations equal to the delay caused; and
(c) the Agency shall be entitled to recover from the Client any additional costs or expenses reasonably incurred as a result of such delay or prevention.
5.3 The Client warrants that it has full authority to enter into this Agreement and to grant the Agency the rights and licences it needs to perform the Services.
5.4 The Client shall indemnify the Agency against all losses, claims, damages, costs and expenses (including reasonable legal costs) arising from any breach by the Client of clause 5.1(b) or clause 5.1(c), including any third-party claim that the Client Materials infringe the Intellectual Property Rights of a third party.
6. FEES AND PAYMENT
The payment terms applicable to this Agreement depend on the Service Tier engaged, as set out below. The common provisions in clauses 6.9 to 6.13 apply to all Service Tiers.
PART A — CLARIFY — Consultation Services
6.1 The Charges for Clarify services are as set out in the Proposal. The Clarify service is charged at a fixed fee.
6.2 Unless otherwise agreed in writing, the Agency will issue an invoice for 100% of the total Charges prior to the commencement of the Services. The Agency shall not be obliged to commence the Services until payment of this invoice has been received in cleared funds.
6.3 All invoices are due for payment within 14 days of the date of issue.
PART B — ALIGN — Fixed-Term Project Services
6.4 The Charges for Align services are as set out in the Proposal. Project-based work is charged on a fixed-fee basis.
6.5 Unless otherwise agreed in the Proposal, the Agency will issue an invoice for 50% of the total Charges upon agreement to proceed and before the commencement of the Services. Where the Client has elected to pay 100% in advance (as may be indicated in the Proposal), the Agency will issue a single invoice for the full amount. The Agency shall not be obliged to commence the Services until the initial invoice has been paid in cleared funds.
6.6 Upon completion of the Services (or at such milestone as set out in the Proposal), the Agency will issue a final invoice for the balance of the Charges, which shall be adjusted to account for any Changes agreed under clause 4 and offset against any amount already paid.
6.7 All invoices are due for payment within 14 days of the date of issue.
PART C — RISE — Ongoing Monthly Retainer Services
6.8 The Charges for Rise services are as set out in the Proposal. Ongoing services are charged on a monthly retainer basis.
6.8A Unless otherwise agreed in writing, the Agency will issue a monthly invoice on the 1st day of each calendar month for the Services to be provided during that month.
6.8B Where Services commence on a date other than the 1st of a calendar month, the Agency will issue a pro-rated invoice for the initial partial month, calculated on a daily basis.
6.8C All invoices are due for payment by the 15th day of the month in which they are issued. The monthly invoice will reflect the agreed retainer fee and may be adjusted where any Changes have been agreed under clause 4.
6.8D The Agency reserves the right to review and adjust the monthly Charges with effect from each anniversary of the Effective Date, subject to giving the Client not less than 30 days' prior written notice of any increase.
COMMON PROVISIONS — Applicable to All Service Tiers
6.9 All Charges are stated exclusive of VAT. VAT will be added at the prevailing rate where applicable and is payable by the Client in addition to the Charges.
6.10 If the Client requests any additional work outside the scope of the Proposal, this shall be subject to a separate written agreement and billed in accordance with clause 4.
6.11 All sums payable under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (save as required by law).
6.12 Late Payment. If the Client fails to make any payment due by the due date, without prejudice to any other rights or remedies the Agency may have:
(a) the Client shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until the date of actual payment, whether before or after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) the Agency may suspend provision of all or part of the Services until payment is made in full.
6.13 Suspension and Withdrawal. Upon suspension of the Services for non-payment, the Agency reserves the right to remove or disable the Client's access to any work product, Deliverables or materials created or delivered under this Agreement until all outstanding amounts have been paid in full.
7. REFUNDS AND CANCELLATION
The refund and cancellation provisions applicable to this Agreement depend on the Service Tier engaged, as set out below.
PART A — CLARIFY — Consultation Services
7.1 As the Charges for the Clarify service are invoiced and payable in full in advance, the following provisions apply:
(a) Where the Client cancels or withdraws before the initial consultation call has taken place, and the Agency has not yet begun any preparatory work, the Agency will use reasonable endeavours to agree a mutually convenient rescheduled date. Any refund in such circumstances shall be at the Agency's discretion.
(b) Where the Agency has commenced preparatory work (including research, preparation of call briefs or any other work in connection with the Services), no refund will be payable.
(c) Once the initial consultation call has taken place, the full Charges are non-refundable, regardless of whether the Client chooses to proceed to further stages of engagement with the Agency.
7.2 No refunds will be issued in respect of completed Deliverables (including, without limitation, the Clarity Report). The Agency will work collaboratively with the Client to address any concerns or dissatisfaction before any question of refund arises.
7.3 If the Client wishes to cancel after commencement, the Client shall remain liable for all Charges in respect of Services rendered and preparatory work undertaken up to the date of cancellation.
PART B — ALIGN — Fixed-Term Project Services
7.4 The Agency does not offer refunds once work on a project has commenced. The Agency will have incurred time, resources and third-party costs and requires fair compensation for work undertaken.
7.5 No refunds will be issued in respect of any Deliverable that has been provided to the Client, whether in draft or final form. The Agency will work collaboratively with the Client to address any concerns or dissatisfaction before any question of refund arises.
7.6 If the Client terminates this Agreement (or if the Agreement is terminated due to the Client's breach), the Client shall pay:
(a) all Charges in respect of Services rendered and work undertaken up to the date of termination; and
(b) a reasonable proportion of any third-party costs already committed or incurred by the Agency in connection with the Services.
7.7 Where the Client has paid a deposit and terminates before the Agency has commenced any work, the Agency will use reasonable endeavours to agree an appropriate refund, having regard to any costs already incurred. Any refund in such circumstances is at the Agency's reasonable discretion.
PART C — RISE — Ongoing Monthly Retainer Services
7.8 The Agency does not offer refunds in respect of monthly retainer fees once a calendar month has commenced. Monthly fees represent a commitment of the Agency's time and resources and are non-refundable once the month has begun.
7.9 No refunds will be issued in respect of any Deliverable that has been provided to the Client, whether in draft or final form. The Agency will work collaboratively with the Client to address any concerns or dissatisfaction before any question of refund arises.
7.10 Upon termination of a Rise engagement, the Client shall pay all Charges due in respect of Services rendered up to and including the effective date of termination. Where the Agreement is terminated part-way through a calendar month, the Client shall pay a pro-rated amount in respect of that month.
8. INTELLECTUAL PROPERTY
8.1 The Agency and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, including all design concepts, drafts, working files, source files and any other materials created in the course of providing the Services, save for any Client Materials incorporated within them.
8.2 Subject to receipt of payment of all Charges due under this Agreement, the Agency grants the Client a non-exclusive, non-transferable, perpetual licence to use the final Deliverables as specified in the Proposal for the Client's own business purposes. This licence does not include any rights to the working files, source files or underlying design assets unless otherwise expressly agreed in writing.
8.3 The licence granted under clause 8.2 is personal to the Client and may not be sub-licensed, transferred or assigned to any third party without the Agency's prior written consent.
8.4 Where the Deliverables incorporate any Third Party Materials (including fonts, stock imagery, templates or other licensed assets), the Client's right to use those materials is subject to the terms of the applicable third-party licence. The Agency will notify the Client of any material restrictions that apply. The Agency does not warrant that Third Party Materials may be used beyond the purposes for which they were licensed.
8.5 The Client and its licensors shall retain all Intellectual Property Rights in the Client Materials. The Client grants the Agency a non-exclusive, royalty-free licence to use, reproduce and adapt the Client Materials during the term of this Agreement solely for the purpose of providing the Services.
8.6 The Client warrants that: (a) it owns or has the right to use all Client Materials provided to the Agency; (b) the use of the Client Materials by the Agency in connection with the Services will not infringe the Intellectual Property Rights of any third party; and (c) all Client Materials comply with applicable law. The Client shall indemnify the Agency and keep the Agency indemnified against all losses, claims, damages, costs and expenses (including reasonable legal costs) arising from any breach of this warranty or any third-party claim that the Client Materials infringe a third party's rights.
8.7 The Agency may display and reproduce completed Deliverables in its portfolio, website, social media channels and other marketing materials for the purposes of promoting its business, unless the Client has requested in writing that the Agency not do so. Any such request must be made at the time of engaging the Agency or at the time of delivery of the relevant Deliverable.
8.8 Until full payment of all Charges due under this Agreement has been received, all Intellectual Property Rights in the Deliverables shall remain vested in the Agency, and the Client shall have no right to use, reproduce or distribute any Deliverable (whether final or otherwise).
9. CONFIDENTIALITY
9.1 Each party agrees to keep the other party's Confidential Information strictly confidential and shall not:
(a) use that Confidential Information other than for the purpose of performing its obligations or exercising its rights under this Agreement; or
(b) disclose that Confidential Information to any third party, except as permitted by clause 9.2.
9.2 A party may disclose the other party's Confidential Information:
(a) to its employees, officers, contractors, subcontractors and professional advisers who need to know the information for the purposes of this Agreement, provided that the disclosing party ensures those persons are subject to equivalent obligations of confidentiality; or
(b) to the extent required by law, by any court of competent jurisdiction, or by any regulatory or governmental authority.
9.3 The obligations of confidentiality in this clause 9 shall survive termination or expiry of this Agreement for a period of five (5) years.
9.4 The Agency may refer to the Client by name and describe the general nature of the Services in its portfolio, case studies and marketing materials, unless the Client has requested otherwise in writing under clause 8.7.
10. DATA PROTECTION
10.1 Both parties agree to comply with all applicable data protection legislation in connection with this Agreement, including the UK GDPR and the Data Protection Act 2018.
10.2 Each party shall be independently responsible for ensuring that any personal data it processes in connection with this Agreement is processed lawfully and in accordance with applicable data protection legislation.
10.3 Where the Agency processes any personal data on behalf of the Client in the course of providing the Services, it shall do so only on the Client's documented instructions and shall implement appropriate technical and organisational measures to protect that personal data against unauthorised access, disclosure, loss or destruction.
10.4 The Client shall ensure that it has a lawful basis for transferring or making available to the Agency any personal data required for the performance of the Services.
10.5 Each party shall notify the other without undue delay upon becoming aware of any personal data breach that affects personal data processed in connection with this Agreement.
10.6 The Agency's Privacy Notice, which sets out how the Agency collects, uses and retains personal data (including client personal data), is available at: https://www.klaar.co.uk/customer-privacy-notice
11. LIMITATION OF LIABILITY
11.1 Nothing in this Agreement limits or excludes either party's liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be excluded or limited by applicable law.
11.2 Subject to clause 11.1, the Agency's total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total Charges paid by the Client to the Agency under the relevant Proposal.
11.3 Subject to clause 11.1, neither party shall be liable to the other for any:
(a) loss of profits or anticipated savings;
(b) loss of business or business opportunity;
(c) loss of or damage to goodwill or reputation;
(d) loss or corruption of data; or
(e) indirect, special or consequential loss or damage,
in each case howsoever arising, whether or not such loss was foreseeable or the relevant party had been advised of the possibility of such loss.
11.4 The Agency does not guarantee any specific outcome, result or return from the Services, including but not limited to search engine rankings, social media engagement, website traffic, conversions or revenue. Marketing outcomes are subject to a wide range of external factors beyond the Agency's control.
11.5 The Agency shall not be liable for any loss arising from the Client's use of draft or unfinished Deliverables as if they were final, completed work.
11.6 The Agency's liability in respect of any Third Party Materials included in the Deliverables shall be limited to the extent of the liability accepted by the relevant third-party licensor under its applicable licence terms.
12. TERMINATION
The termination provisions applicable to this Agreement depend on the Service Tier engaged, as set out below. The common provisions in clauses 12.4 and 12.5 apply to all Service Tiers.
PART A — CLARIFY — Consultation Services
12.1 As the Clarify service is a discrete, event-based engagement, this Agreement concludes upon delivery of the agreed Deliverables and receipt of full payment. Either party may terminate before the consultation has commenced by giving written notice to the other party. In such circumstances, any refund shall be subject to clause 7.1. The Agency may terminate with immediate effect if any payment is not received by the due date or if the Client commits a material breach or enters an insolvency process as described in clause 12.3(c) to (h).
PART B — ALIGN — Fixed-Term Project Services
12.2 Either party may terminate an Align engagement by giving not less than 30 days' written notice to the other party. The Agency may also terminate immediately in the circumstances set out in clause 12.3.
PART C — RISE — Ongoing Monthly Retainer Services
12.2A Either party may terminate a Rise engagement by giving not less than 30 days' written notice to the other party. The Agency may also terminate immediately in the circumstances set out in clause 12.3.
COMMON PROVISIONS — Applicable to All Service Tiers
12.3 The Agency may terminate this Agreement with immediate effect by written notice to the Client if:
(a) the Client commits a material breach of any term of this Agreement (including non-payment of any sum due) and, where that breach is capable of remedy, fails to remedy it within 14 days of being notified to do so;
(b) the Client repeatedly breaches any term of this Agreement in a manner that reasonably indicates the Client does not intend to comply with its obligations;
(c) the Client is unable to pay its debts as they fall due, or is deemed unable to do so under section 123 of the Insolvency Act 1986;
(d) the Client makes any proposal to or enters into any arrangement, compromise or composition with its creditors;
(e) a petition is presented, a resolution is passed or an order is made for the winding up of the Client (other than for the purpose of a solvent reconstruction or amalgamation);
(f) an administrator, administrative receiver, receiver or liquidator is appointed over all or any part of the Client's assets or business; or
(g) the Client ceases or threatens to cease to carry on all or a substantial part of its business.
12.4 Upon termination of this Agreement for any reason:
(a) the Client shall immediately pay to the Agency all outstanding Charges, including amounts in respect of Services rendered and work undertaken up to the date of termination (and, for Rise engagements, pro-rated fees for the calendar month in which termination occurs);
(b) each party shall return or (at the other party's election) destroy all Confidential Information of the other party in its possession; and
(c) the licence granted to the Client under clause 8.2 shall terminate with immediate effect where the Agreement is terminated due to the Client's breach or non-payment, and shall only revive upon receipt by the Agency of all outstanding Charges; in all other cases, the licence shall continue in respect of Deliverables for which all Charges have been paid.
12.5 On termination for non-payment or breach by the Client, the Agency may remove or disable the Client's access to any work product, Deliverables or materials created under this Agreement until all outstanding amounts have been paid.
13. CONSEQUENCES OF TERMINATION AND SURVIVAL
13.1 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement existing at or before the date of termination.
13.2 The following clauses shall survive termination or expiry of this Agreement and continue in full force and effect: clause 1 (Interpretation), clause 7 (Refunds and Cancellation), clause 8 (Intellectual Property), clause 9 (Confidentiality), clause 10 (Data Protection), clause 11 (Limitation of Liability), clause 13 (Consequences of Termination and Survival), clause 16 (General) and clause 17 (Governing Law and Jurisdiction).
14. FORCE MAJEURE
14.1 Neither party shall be in breach of this Agreement or liable for any delay or failure in performing any of its obligations under this Agreement to the extent that such delay or failure is caused or contributed to by a Force Majeure Event.
14.2 The party affected by a Force Majeure Event (the "Affected Party") shall:
(a) notify the other party as soon as reasonably practicable after the start of the Force Majeure Event, describing the nature of the event and its likely duration; and
(b) use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
14.3 If a Force Majeure Event continues for a period of more than thirty (30) days, either party may terminate this Agreement by giving not less than seven (7) days' written notice to the other party. In such circumstances, the Client shall pay for all Services rendered up to the date of termination.
14.4 During the continuation of a Force Majeure Event, the Charges shall continue to accrue and remain payable in respect of Services that the Agency is able to provide, unless otherwise agreed in writing.
15. ASSIGNMENT AND SUBCONTRACTING
15.1 The Client may not assign, transfer, novate, charge or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Agency.
15.2 The Agency may assign or transfer this Agreement, or any of its rights or obligations under it, to any member of its group or to any successor entity to which its business is transferred, provided that the Agency notifies the Client of such assignment. The Agency may also subcontract the performance of any part of the Services in accordance with clause 3.5.
16. GENERAL
16.1 Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that right or remedy.
16.2 Severance. If any provision of this Agreement is found by any court or authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed deleted, but that shall not affect the validity or enforceability of the remainder of this Agreement.
16.3 Entire Agreement. This Agreement (comprising these Terms of Service and the Proposal) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations and understandings between them, whether written or oral.
16.4 Variation. No variation of this Agreement shall be effective unless it is agreed in writing (including by email) by the parties or their authorised representatives.
16.5 No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture or agency between the parties, or authorise either party to make or enter into commitments for or on behalf of the other party.
16.6 Third Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any provision of this Agreement.
16.7 Notices. Any notice or other communication given under or in connection with this Agreement shall be in writing and shall be: (a) delivered by hand or sent by pre-paid first-class post to the party's registered office or principal place of business; or (b) sent by email to the relevant party's email address as set out in the Proposal or as otherwise notified. A notice sent by email shall be deemed received at the time of transmission, provided that transmission occurs during normal business hours on a Business Day, and if not, at the start of the next Business Day. A notice sent by post shall be deemed received on the second Business Day after posting.
16.8 Insurance. The Agency holds professional indemnity insurance and public and products liability insurance. Details are available on request.
17. GOVERNING LAW AND JURISDICTION
17.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
17.3 Dispute Resolution. Before commencing any court proceedings, the parties agree to attempt in good faith to resolve any dispute by escalation to a senior representative of each party. If the dispute cannot be resolved within thirty (30) days of written notice of the dispute being given, either party may pursue its legal remedies.