Marketing Tech - Terms and Conditions of Business

1           DEFINITIONS

(1) “Agreement” means the agreement between us for the provision of Services and/or Products incorporating these Terms and Conditions of business, and policies (including on our Website, any individual Proposal and any special terms and conditions which we agree in writing and, where you purchased directly from our website, our Website Sales Terms and Conditions which are available on the Website.

(2) “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, invention, know-how, technique, images, plans, confidential information or process including, but not limited to, management process, technical, creative or artistic concept and/or design, right to extract or exploit information from a list of contact details or a database, any contact or database rights and any application for any of the above, and any other intellectual property right recognised in any part of the world, whether or not presently existing or applied for, which is held by the owning party

(3) “Key Contact” means the individual(s) assigned by us who will be providing our Services to you.

(4) “Products” means the products/materials, including digital products and downloads, which we supply to you as part of the Proposal. For example, products such as images or content which are provided to you without any services or support.

(5) “Programme” means a number of sessions which are sequential to each other.

(6) “Proposal” means the document you have accepted describing the Services to be provided by us and includes any Order Confirmation in relation to any “off the shelf” service package or Products that you purchase, including from our website. This may be in the form of an email or mobile communication (such as WhatsApp or Direct Message via Facebook or LinkedIn Messenger) to you.

(7) “Nominated Persons” means any individual(s) within our respective organisations that the other party is required to contact or communicate with to submit information and documents or receive instructions and decisions in order to generally provide and receive the Services. 

(8) "Services" means any services we provide to you, to include marketing, websites, own brand Apps, search engine optimisation, lead generation, coaching, training, “off the shelf”packages, together with any associated products that we may supply to you, as specified in the Proposal.

(9) “Session” means any group workshop or any meeting with you to provide our Services. This may be conducted face-to-face, by telephone, video or web conferencing or using any other similar technology methods which we deem to be appropriate.

(10) “Supplier”, “we” or “us” means Joyce Ong Ltd Trading As Marketing Tech, a company registered in England and Wales, Company Registration Number 05599865 whose registered office and trading address is at Canbury Business Park, Units 5-7, Elm Crescent, Kingston Upon Thames, England, KT2 6HJ

Main E-mail address is joyce@eazi-apps.co.uk. We are not registered for VAT

(11) “Website” means the website and all content at www.marketingtech.london

(12) “Working day” means any day Monday to Friday inclusive, from 9 am to 6 pm but excluding all public holidays in England and/or Wales, unless we agree in writing otherwise.

2           ABOUT THIS AGREEMENT AND OUR SERVICES

(1)

(a) These Terms and Conditions, together with our policies apply to our business and sales and are part of our Agreement with you (“Terms and Conditions”), unless we agree something different in writing. You can find our policies at www.marketingtech.london

(b) We reserve the right to vary our Terms and Conditions without notice. However, the current Terms and Conditions subsisting at the time you place your order applying to the provision of all Services by us, will prevail over any other communication between us and can only be varied if we agree in writing, including in any Proposal.

(c) Where an individual is entering into an agreement on behalf of a business organisation, the business organisation confirms that they have the legal right to do so and will be bound by such agreement. You will also be responsible if you ask anyone to liaise, communicate or work with us (for example to supply us with information) for you or on your behalf. 

(2) You take sole responsibility for

(a) any information, materials, access or anything else which you (or someone on your behalf) provide to us and

(b) anyone who communicates/works with us on your behalf (including what they do, say or provide to us or anything they fail to do).

(3)

(a) The Products and/or Services we provide are detailed in the Proposal (which may be packaged Services bought from our website, confirmed by email or mobile communication (such as WhatsApp or Direct Messages via Facebook or LinkedIn Messenger). It is your responsibility to check what is included and what is extra (An Expense). If you have any queries email us at joyce@eazi-apps.co.uk.  

(b) Quotes are valid for a period of 14 Days before acceptance.

(c) Services are provided during our working day unless we agree otherwise in writing.

(4) As part of the Proposal we may also need to enter into additional agreements, (such as a Non-Disclosure agreement or Data Protection Agreement) within 14 days of the Proposal.

(5) Retainers – our Retainer Policy applies if we have agreed to supply you with a set amount of work and/or number of hours or amount of work each month or other period we have agreed.

(6) Minimum term - The Proposal may contain a minimum or fixed term which is the minimum time for which you have agreed that we will provide you with the services. Minimum term agreements may also be automatically renewed where this is detailed on your Proposal

(7) Venues

(a) Products and Services for sale on the Website are usually delivered remotely or as digital content. Otherwise, Services will be provided at any venue or venues specified within the Proposal and please refer to our Venue Policy. 

(b) Sessions and meetings may take place using cloud-based video conferencing services such as Zoom.

These will not be recorded unless you have given your permission for this to happen. Please see our Privacy Policy.

(8) Third Parties

(a) We work with selected individuals and organisations (Third Parties) so we can bring you maximum benefit in our services, programmes and products. You can see a list of our selected Third Parties and important information about them in the Proposal or on the website. Third parties are responsible for what they provide.

(b) This means that we are sharing information that you give us, which may include personal data, with those Third Parties. Please see our privacy policy.

(9) Group Sessions – Group sessions are held in accordance with the details provided on the Proposal and you are responsible for attending. We cannot rearrange a group session if you don’t attend, we may be able to let you access a recording of the session but cannot guarantee this.

(10) Individual Sessions – attendance, scheduling and cancelling 

If you need to reschedule or cancel a session, please see our Rescheduling Policy.

(11) LinkedIn Membership Groups

(a) some programmes may include access to closed or unlisted LinkedIn groups (i.e. you need to be a member of the group to read posts and contribute).

(b) We want to remind you that by becoming a member of and participating in a closed or unlisted LinkedIn group you agree and understand that

(i) you are also agreeing to LinkedIn’s (https://www.linkedin.com/) terms and conditions of use and acceptance of their various policies, including the privacy policy.

(ii) you should review your profile and your security settings

(iii) dependent on the groups you join, your profile is likely to be on our member's list which is publicly available on LinkedIn

(c) Although we use our best endeavours to enable access to LinkedIn this is reliant on LinkedIn’s availability.

(12) Websites and Apps

(a) Websites and Apps are designed based on the information you provide. Please refer to the Proposal for what services and level of support are included.

(b) Websites and Apps are designed for devices which meet certain specifications as to hardware. It is your responsibility to ensure that any equipment that you use meets our minimum criteria for this to view and use Websites and Apps. If you have any queries about this, please email us at joyce@eazi-apps.co.uk

(c) Hosting and any other ancillary services are not provided unless specifically included in the Proposal.

(d) Website and Apps services are provided by third parties and please refer to their terms and conditions:

https://eazi-apps.com/legal/

(e) You are solely responsible for checking and testing any Apps and/or Websites, including for accuracy. If you subsequently find any errors, “bugs” or problems are found after the Website or App has been completed, we will use their best endeavours to make the necessary corrections, but we are not obligated to do so.

(f) Apps can take some time to be launched/published and we will not be responsible for any delay or rejection, particularly based on guidelines and criteria since you approved your App.

(13) Integration and using your accounts

(a) Certain services may require that we use accounts (for example LinkedIn lead generation campaigns) or integrate with your existing software (for example your sales, booking systems or CRMs) that you hold with third parties.

(b) Where this applies you understand that you are always solely responsible for

(i) providing us with access, and

(ii) complying with the terms and conditions and user agreements for those third parties and

(iii) the account and software and all use relating to it.

(c) You agree that we will not be liable for any issues relating to this (including, but not limited to delays and loss of function) 

(14) SEO and Lead Generation

SEO and Lead Generation is based on the information you supply. These terms and conditions apply. 

Where appropriate, some SEO services are provided by third parties and please refer to their terms and conditions:

https://eazi-seo.com/legal/

https://www.brightlocal.com/terms-and-conditions/

(15) Late Attendance  

You or those attending from your organisation (the attendee) are expected to attend a session (whether it is an individual session or as part of a programme) no later than 10 minutes after the agreed start time. For example, if the session is scheduled for 3 pm you/the attendee is expected to attend by no later than 3.10 pm. If you/the attendee does not attend within 10 minutes of the agreed start time, we reserve the right to

(a) terminate the session where you/ the attendee is the only scheduled attendee or

(b) continue the session with the other attendees and in either case, in so far as you/the attendee are concerned, regard it as a completed session which cannot be rescheduled.

3           WEBSITE USE AND SALES

(a) Your use of our Website is subject to our Website Use Terms.

(b) If you buy any Services and/or Products directly from our Website, then our Website Sales Policy will also apply to that sale.

4           PAYMENTS

(1)

(a) You agree to pay our fees, as detailed in the Proposal, which includes any applicable VAT. You must also pay for any Additional Services (not included in the initial Proposal), in accordance with this clause.

(b) Expenses, where applicable, are charged and payable as per our Expenses Policy.

(2) If we haven’t agreed payment terms (how and when you pay us), then

(a) Any deposits paid are non-refundable and

(b) our invoices must be paid by Direct Debit via Go-Cardless, in GBP within 7 days of the invoice date and before we deliver our Services.

(3) Instalment Payment Options

(a) We may offer an Instalment Payment Option to allow you to pay our charges over time, rather than in one lump-sum payment. We will let you know whether we can offer you an Instalment Payment Option in our Proposal.

(b) Our Instalment Payment Option is not a credit agreement regulated by the Financial Conduct Authority. We follow the rules so that

(i) You can only have an Instalment Payment Option for a fixed amount of money and to buy specific services and/or products from us and

(ii) You must pay in 6 or less instalments over a 6-month period and

(iii) you will not pay more (such as any interest or charges) because you are paying by instalments (except for default charges if, for example, you don’t pay on time).

(4) Prompt Payment Discount

(a) We may offer you a Prompt Payment Discount which means that you get a discount if you pay us quickly.

(b) We will let you know whether we can offer you a Prompt Payment Discount on your invoice and Proposal and will also make it clear

(i) What discount is available, which is usually a 10% or up to a maximum of £100 off the total fixed sum payable. For example, if the amount due is £1,000 we may offer a Prompt Payment Discount of £100

(ii) When you must pay so that you get that discount. For example, to take advantage of the Prompt Payment Discount we may ask you to pay the agreed sum within 7 days of the invoice date. 

(iii) If you are paying any VAT, you can only recover the amount of VAT that you pay.

(5) Where payment or any part-payment which you owe us is overdue (e.g. if there are problems with the payment method or the payment does not clear on time), then we have the right to

(a) without liability, immediately either stop or suspend any Services until we receive full cleared payment. No rights pass to you until we have received full cleared payment for any amount due to us.

(b) charge interest at 15% per annum from the invoice date to the date we receive cleared payment of any outstanding amounts, together with any available statutory late payment penalties.

(c) We may also recover our reasonable costs in recovering payment from you, including, but not limited to, legal costs and expenses.

5           YOUR OBLIGATIONS

(1) So that we can provide our Services to you, you agree

(a) to make sure that you and anyone working with you co-operates with us and provides us with anything we reasonably need to provide our services. This includes providing login information where it is necessary so we can provide you with our services, performing any proof-reading, checking and testing (including, but not limited to Websites and Apps), responding to any communication from us within 2 working days of our request or communication.

If you fail to do this, then we reserve the right, as applicable, to assume that you accept the Services, or to end our agreement and, where applicable, prepare a final invoice for all Services and Products agreed in the relevant Proposal. You will not be entitled to any refund of unused services. 

(b) that you are responsible for making sure that

(i) anything you give to us is complete, true, accurate, error free, and valid. You also specifically agree to notify us immediately if you become aware of any error or change in respect of anything whatsoever which you have supplied to us.

(ii) you keep copies/backups of anything which you give to us (we aren’t responsible for this) and

(iii) you have the right to give us anything you provide (including access to anything) and that by doing so you are not breaching anybody else’s rights (such as copyright), including any rights applicable to your employees and workers) and/or any law which applies to your business and our agreement and

(c) you grant us a non-exclusive, worldwide and royalty-free sub-licensable licence for the whole of any agreement between us, so we can access and use in any way (including, but not limited to, edit, modify, adapt, translate, exhibit, publish, transmit, transfer, reproduce, copy, create derivative works from, distribute, perform, display) anything which you provide to us, as necessary for us to provide our Services to you.

(2) You are responsible for checking anything we provide to you as part of the Proposal. This includes testing, checking and approving websites, apps and marketing campaigns. If you have any queries or believe that there are any errors, you must email us at joyce@eazi-apps.co.uk immediately, no later than 3 working days after you received it from us. Otherwise we will assume that you are satisfied. 

(3) You agree that you will not approach any individual providing Services to you on our behalf, nor attempt to employ them and/or ask them to provide Services directly to you (i.e. where the invoice and payment are not made to us) if those services are of a similar type to the Services we supply.

(4) You indemnify and keep us fully indemnified at all times, from and against any actions, proceedings, claims, demands, costs (including legal costs), awards or damages, however they arise, directly or indirectly, as a result of your breach or non-performance of any of your obligations, undertakings or warranties as set out within our agreement, Proposal, or as otherwise agreed, including, but not limited to, actions taken by anyone else employed by you or otherwise helping you.

6           OUR OBLIGATIONS

(1) We always work to the best of our ability and try to help you achieve your objectives and meet any targets you may set (as detailed in the Proposal), based on the information and anything supplied by you and/or on your behalf. However, due to the nature of marketing, which you agree relies on your involvement and commitment, and that of your personnel for whom you are responsible and third parties, any results are not guaranteed. We do not provide recommendations, or professional legal, financial or medical advice and always suggest that you take your own professional advice before making any decisions.   

(2) Timelines and limits provided are estimates only and we will not be liable for any consequences, expenses, damage or any loss suffered because of any unavoidable or reasonable delay.

(3) We will provide you with as much notice as is possible if we need to reschedule. We also reserve the right to suspend Services and/or use the services of others with suitable skills and experience. 

(4) Anything we have agreed to supply to you will usually be sent electronically and be in whatever format and contain the information that we, in our sole and absolute discretion, believe appropriate.

(5) Where specified on any Proposal we deal with your Nominated Persons as we provide the services to you and we reserve the right to refuse participation or not to work with any specific individual.

(6) LIMITATION OF LIABILITY – As far as the law in England and Wales allows:

(a) We will never be liable for any indirect, incidental or consequential loss or damage, including any loss of function, economic loss or loss of profit or business whatsoever suffered by you or any third party howsoever caused, including as a result of any negligence, breach of contract, misrepresentation or otherwise.

(b) Your rights and remedies are limited to damages (monetary payment) which you agree will never exceed the amount paid and received by us for those Services and/or Products.

(7) We maintain the following insurances

(a) Public liability insurance to the risk value of £1,000,000 GBP

(b) Employer’s liability insurance to the risk value of £5,000,000 GBP

7           INTELLECTUAL PROPERTY RIGHTS AND LICENCE

Unless we agree otherwise in writing

(1) We retain all the Intellectual Property Rights in anything we supply to you but upon cleared full payment we grant you a world-wide, royalty-free, non-exclusive licence to use anything we supply to you for the purposes we supplied and for your own use for as long as agreed in the

Proposal.

(2) Where we have specifically created and/or developed work for you and have agreed on this in writing, we will assign any Intellectual Property Rights to you upon cleared payment of all monies due to us and will, at your expense, assist you in any administration required to assign those rights.

(3) You will at all times be responsible for all use of the intellectual property licenced to you (and, if you are buying on behalf of an organisation you are responsible for each of the individual users) and must keep it under your effective control, maintaining adequate security measures to protect it from access or use by any unauthorised use and/or user.

(4) You cannot take any audio or visual recording of any part of our Services (including any part of any programme) unless you have our prior written consent. Any recording can then only be used in accordance with the terms of that consent. 

8           CONFIDENTIALITY

(1) We both agree to keep any confidential information obtained from each other or about each other during the provision of the Services and, other than to provide the Services and subject to the terms of our agreement, including, but not limited to Clause 9, will not disclose it to any third party, unless we both agree or as required by law or Court Order.

(2) Please bear in mind that if you attend group sessions or are part of a LinkedIn Membership group you may decide to share your confidential information with others. Please refer to our Privacy Policy.

9        MARKETING

(1) You consent to us including a reference to having provided Services to you (your name and the fact that we have provided Services to you and the impact of those services, but not the exact nature of those Services) as part of any promotion and marketing of our business. This will include, but is not limited to, featuring it on our Website.

(2)

(a) Where you have supplied us with any written material, image, video or sound file or agreed to us taking any recording then you grant us the right to use and publish this as part of any promotion and marketing of our business. This will include, as applicable, us editing, altering, retouching and taking excerpts without us obtaining your further consent.

(b) You can withdraw your consent by emailing us at joyce@eazi-apps.co.uk or writing to us using the contact details on our Website.   

10         ENDING (TERMINATING) OUR SERVICES

This clause refers to ending the supply of our services to you. Where applicable, for cancellation and scheduling of individual Services, please see our Rescheduling Policy.

(1) Our agreement will continue until it is ended by either of us in accordance with these terms. 

(2) Complaints will be dealt with in accordance with our Complaints Policy

(3) If one of us fails in any important obligation under this agreement (a material breach) and either:

(a) it can’t be rectified (remedied); or,

(b) it can be rectified (remedied) but this hasn’t been done within 30 days of written notice of the failure by the other party, then the party who hasn’t failed in any of their obligations can immediately give written notice to the other to end the agreement between us.

(4) Consumer Cancellations – Consumers (defined in s2(3) of the Consumer Rights Act 2015 as individuals acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession) who buy at a distance (such as by email or phone or from a website) have the right to change their mind and cancel some orders. If this law applies, then you usually have 14 days from the date after you place your order to cancel the order. However, if we have already started to supply Services then you do have to pay for the value of the services provided up to the point you cancel.

(5)  Digital Content (which according to the Consumer Rights Act 2015), means data produced and supplied in digital form and so includes our books, guides, podcasts and online materials are not supplied to Consumers during the potential 14 day cancellation period, unless you have agreed (consented) for this to happen. Once you access Digital Content you lose any consumer cancellation rights that may have been available to you.

(6) Other termination - Other than as detailed in this clause including for Consumers in Clause 10(4), either of us can end (terminate) our Agreement (as regards to some or all of the Services) at any time, for any reason, by giving to the other 30 days’ written notice. Unless Consumer rights apply or we’ve agreed otherwise in writing, where you end the agreement:

(a) Any payment you have already made, for deposit, set-up fees, pre-paid fees or Services supplied up to the date of termination is non-refundable.

(b) You are responsible for the payment of any fees and non-refundable third-party costs and/or expenses in each and every Proposal or for Additional Services agreed, which has not already been fully paid for. This includes being responsible for payment for the whole of any minimum period we have agreed to supply our Services - please also see our Retainer Policy which applies to Retainers.

(7) Any agreement between us will automatically end if either of us, as applicable, passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or ceases to carry on its business or substantially the whole of its business, or is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors, or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

(8) When our agreement ends, we both agree to work together to smoothly finalise our agreement and we reserve the right to charge you fees or at our usual rates for any Additional Services provided.

11         DATA PROTECTION

Subject to the other terms of our agreement and in so far as Data Protection applies to our agreement and to each of us as a result of our agreement:

(1) We both undertake that we will at all times comply with the applicable provisions of the GDPR, together with any other applicable Data Protection Legislation in relation to personal data and as applicable to our respective businesses. 

(2) We will process your data in accordance with our Privacy Policy

(3) Where applicable, within 14 days of the date of our agreement, we both agree to enter into a Data Protection Agreement or such other applicable document where one is required in accordance with Data Protection Legislation in England and Wales. 

(4) The provisions of this clause 11 will survive indefinitely, including, without limitation, in the event of termination of our agreement.

12         GENERALLY

(1) Assignment - You specifically agree that you cannot transfer, sell or share any rights provided by our Agreement in any way and nobody else can benefit but you without our express written consent.

(2) Third party rights - Nothing in our Agreement is intended to give any benefit to any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any Agreement with us.

(3) You agree that nothing in our Agreement will be deemed to create any partnership, joint venture or agency relationship between us.

(4) Notices should be sent to the email and/or postal addresses provided in the Proposal and will be deemed to be received when

(a) Sent by email - on the working day on which they were sent provided the sender has a valid successful delivery receipt.

(b) Sent by post by any tracked service, on the date that the relevant postal service obtains a record of receipt from or on behalf of the addressee.

(5) Signing

(a) Any agreement between the parties can be executed in any number of counterparts, and on separate counterparts, each of which shall be deemed an original, but the agreement shall not be effective until each party has executed at least one counterpart.

(b) The counterparts of our agreement, any Proposal and all and any accompanying or ancillary documents may be executed by electronic signature and delivery by electronic means by one party to the other and the receiving party may rely on the receipt of such document so executed and delivered as if the original had been received.

(6) Force Majeure – We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control including, but not limited to, illness, epidemic and pandemic, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we are entitled to a reasonable extension of our obligations.

(7) Waiver –Nothing in our Agreement and no express or implied waiver by us in enforcing any of our rights shall prejudice our rights to do so in the future.

(8) Invalidity - Each clause or any part at all of our Agreement is to be regarded as independent of the others. This means that should any clause or any part at all of our Agreement be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of our Agreement. 

(9) Governing Law and Jurisdiction - Our Agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.