Between

Hive19 Limited, 3rd Floor, Queensberry House, 106 Queens Road, Brighton, East Sussex, BN1 3XF, company registration number 12777847 (“Hive19”).

And

The Party purchasing Services from the Hive19 Website or accepting the Quote for Services sent by Hive19 Limited (“Customer”).

Hive19 and the Customer agree that the General Conditions for the provision of marketing services to the Customer set out below shall apply to the Services (purchased on the Hive19 website or as laid out in the Quote) as required by the Customer and supplied by Hive19, unless otherwise agreed in writing by a subsequent agreement between the parties.

CONDITIONS FOR THE PROVISION OF MARKETING SERVICES

1. Definitions

 “Agreement” these Terms and any documents included herein. These may be varied from time to time in accordance with the provisions of the Agreement;
 “Deliverable(s)” the item(s) to be provided to the Customer by Hive19 as part of delivery of the Services;
 “Effective Date” the start date of this Agreement as recorded when the purchase is made on the website or when the Quote is accepted by the Customer;
 “Fee(s)” the fee payable for delivery of the Services;
 “Intellectual Property” means copyright, patents, confidential information, data models, databases, trademarks and designs. Includes all other intellectual property rights or similar forms of protection existing anywhere in the world;
 “Invoice(s)” a schedule of the agreed Services or Deliverables to be provided by Hive19 to the Customer along with the Fee(s) and the Payment Date;
 “Order(s)” the Services required by the Customer and information relating to the details of the Deliverables. This will either be initiated on the Website and be completed by the Customer paying the Fee on the Website, or by the Customer accepting the Quote;
 “Party(ies)” a party to this Agreement (either Hive19 or the Customer);
 “Payment Date” the date by which the payment for the Services or Deliverables is due to be paid by the Customer to Hive19;
 “Personnel” person(s) identified to deliver the Services, these may be added to or substituted in accordance with the Terms of the Agreement;
 “Quote” a documented list of Services and/or Deliverables sent by Hive19 to the Customer, along with the Fee(s) for the Services;
 “Quote Expiry Date” the date up until which the Quote and associated Fee(s) are valid;
 “Services” the services to be performed by Hive19 for the Customer and described in this Agreement;
 “Site” the location(s) identified at which the Services are to be provided;
 “Terms” the Terms and Conditions for the Provision of marketing Services to the Customer by Hive19;
 “Website” the website owned by Hive19 i.e. www.hive19.co.uk or other derivatives of suffix;
 “Working Day” Monday to Friday inclusive, excluding English public and bank holidays.

2. Relationship

 2.1 The Agreement creates a relationship of Hive19 providing marketing services to the Customer and shall only be interpreted this way.
 2.2 Hive19 is responsible for the remuneration, benefits, tax liabilities and national insurance contributions payable to the Personnel whom they have contracted, along with all other costs of delivery of the Services.

3. Contract Formation

3.1 Online Orders

3.1.1 The process for completing an order will be carried out on the Website. This process will require the Customer to select the Services they require and enter details relating to the Deliverables. Once submitted, these will form the basic description of the Deliverables.
3.1.2 The Customer confirms by submitting the order that the information contained within the forms is complete and accurate and will inform Hive19 of any changes in a timely manner.
3.1.3 Should an order be placed, containing any incorrect or incomplete information, then the Customer must inform Hive19 in writing, using the contact email address on the Website. Hive19 has the right to either amend or cancel the Order and will confirm back to the Customer in writing the new details of the Order.
3.1.4 Once the Customer has accepted the Terms through the process on the Website and paid the Fee, then these will form the basis for the contract and are taken as agreement and acceptance of this Agreement.
3.1.5 A written confirmation of the Order will be sent to the Customer by Hive19 to acknowledge receipt and provide proof of purchase. The Order confirmation will show:
3.1.5.1 The Services selected by the Customer;
3.1.5.2 The information provided by the Customer to describe the content required in the Deliverables;
3.1.5.3 The Fee paid by the Customer in consideration of the Services;
3.1.5.4 The Effective Date of the Agreement being the date of the completion of the Order;
3.1.5.5 The estimated timescale for completion of the Services by Hive19. This timescale is in no way a guaranteed completion date and is for indicative purposes only.
3.1.6 Hive19 may request additional information from the Customer to improve the accuracy and detail of the Deliverables. Should this be the case, Hive19 will contact the Customer to obtain the additional information using the contact details provided. Once all clarifications have been agreed, additional information will be added to the Order and a new confirmation sent in writing to the Customer.

3.2 Offline Orders

3.2.1 Services can also be purchased by the Customer through an offline process which will typically involve a discussion between Hive19 Personnel and the Customer to understand the requirements.
3.2.2 Hive19 will then send a Quote to the Customer by email giving a summary of the Services and/or Deliverables, the date for which the Quote is valid until, along with the Fee(s) for the Services. There will also be a link to this Agreement or a copy of this Agreement attached with the Quote.
3.2.3 Should the Quote be accepted after the Quote Expiry Date, then Hive19 reserves the right to amend the Services and/or Fee(s) and an updated Quote will be issued to the Customer for them to accept.
3.2.4 Once the Customer has accepted the Quote by clicking on the accept button within the link in the email sent, then that is taken as acceptance of this Agreement and will form the basis for the contract.
3.2.5 Should the Customer not accept the Quote, have any questions, or need further information, they should contact Hive19 to clarify and resolve these points and a revised Quote will be issued. Work will not be started on any of the Services or Deliverables until the Quote has been accepted.
3.2.6 Once the Quote has been accepted, Hive19 will issue an Invoice to the Customer containing the Services or Deliverables, the Fee(s) and the Payment Date.
3.3 Should Hive19 be unable to complete the work as specified, then they will contact the Customer in writing using the contact details supplied to let them know and provide a full refund, payable within fourteen (14) days.

4. Services

4.1 With regard to the Services to be provided, Hive19 agrees:
4.1.1 to comply with all relevant regulations, laws and customs required while delivering the Services;
4.1.2 to provide their own equipment to complete the work unless specialised or Customer specific equipment is required.
4.2 With regard to the Services to be provided, the Customer agrees:
4.2.1 to provide access to required personnel and information for Hive19 to provide the Services within a reasonable timeframe;
4.2.2 to provide equipment as needed by Hive19 to access the systems and network of the Customer as required to provide the Services;
4.2.3 to allow Hive19 visitor access to the agreed Sites to complete the agreed work if required.
4.3 Should any of the Terms of clauses 4.1 and 4.2 be deemed as not being met by either Party, then the other Party shall be notified and best efforts taken to resolve the issue. If the issue cannot be resolved mutually, the Customer and Hive19 shall agree appropriate adjustments to the duration, Deliverables and/or Fees.
4.4 Hive19 has the right to engage additional Personnel as required to complete the Services or Deliverables without the need for approval from the Customer.
4.5 Both parties agree to undertake all reasonable measures to ensure the successful delivery of the Services and compliance with the Terms of the Agreement.
4.6 Where the Deliverables are being published by the Customer directly, they will be provided to the Customer for proofreading, review and approval prior to them being considered as complete. Once accepted, the Customer will confirm this in writing to Hive19. Once the request for approval is sent to the Customer, they have seven (7) days to request any amendments or changes before they are considered as complete. Should the Customer not reply within the seven (7) day period, or publish the Deliverables themselves before this date, then the Deliverables will be taken as accepted and complete.
4.7 Where the Services create Deliverables which are published on third party websites, they will not be sent to the Customer for proofreading and approval in advance of publication.
4.8 Where audits or other review Services are provided, a report will be sent to the Customer by Hive19 and this will be taken as completion of the Services.
4.9 Where consulting Services are being provided, the Deliverables will be sent to the Customer by Hive19 to be reviewed and approved. Once approved, this will be taken as agreed completion of the Services. Should there be no response from the Customer within fourteen (14) calendar days, then this will be taken as acceptance and completion of the Services.
4.10 For ongoing Services both Parties will agree to an ongoing Agreement where Hive19 will charge Fees to the Customer on a monthly basis, as detailed in the description of the Services in the Quote.

5. Fees and Charges

5.1 Online Orders

5.1.1 The Fee will be paid by the Customer to Hive19 in consideration of the satisfactory performance of the Services as specified in the Order and will be paid through the Website at point of completion of the Order process.

5.2 Offline Orders

5.2.1 The Invoice that is issued on acceptance of the Quote will show the Payment Date by which the payment should be made to Hive19, along with the details of how the payment should be made.
5.2.2 Payments are to be made to Hive19 in GBP to the account specified on the Invoice for the full amount shown.
5.2.3 The Payment Date is typically fourteen (14) days after the acceptance of the Quote. For audit services, typically 50% of the Fee due will be due on acceptance of the Quote, with the remaining 50% due on completion of the Deliverables.
5.2.4 Invoices which are not paid by the Payment Date shall incur interest at the rate of 1% per month with the incremental costs payable by the Customer to Hive19.
5.2.5 The Customer agrees to be liable for any legal costs incurred by Hive19 in recovering any sum due in respect of any unpaid Invoices.
5.3 Hive19 will charge the Customer for reasonable expenses incurred in delivery of the Services but only as agreed by the Customer in advance of the expenses being incurred.
5.4 The Fees and additional costs invoiced by Hive19 will indicate the level of VAT (value added tax) and where applicable, shall be paid by the Customer at the rate and in the manner prescribed by law.
5.5 Any charges, foreign exchange fees, local or international taxes applied when the Customer pays the Fee to Hive19 are the sole responsibility of the Customer and the full amount as indicated during the Order process is to be paid to Hive19 at the point of completion of the Order.
5.6 Fees paid by the Customer are non-refundable, except where Hive19 is unable to complete the work, as set out in clause 3.3.

6. Warranty

6.1 Hive19 provides a warranty to the Customer that:
6.1.1 services will be delivered by appropriately skilled Personnel to general industry standards using normal practices and in line with the Deliverables specified in the Order or Quote;
6.1.2 all of the Deliverables will be in line with the agreed description and be free of material defects.
6.2 The Customer provides a warranty to Hive19 that:
6.2.1 they have the appropriate authority and permissions to use and publish any information, images, video or other content given to Hive19 for use in provision of the Services. The Customer must indemnify Hive19 in respect of all actions, proceedings, costs, demands and claims arising from any such breach;
6.2.2 they will proofread and approve the Deliverables before they are published, where the Customer is publishing them themselves and that they indemnify Hive19 against legal, financial or other consequences arising from any errors within the Deliverables;
6.2.3 once proofread and approved, that the Deliverables will be considered to be complete and accepted;
6.2.4 that once published, the Customer waives the right to have any Deliverables removed from third party websites, as this is outside of the Control of Hive19;
6.2.5 the person completing the Order or accepting the Quote and paying the Fee is authorised to enter into such an Agreement on behalf of the Customer.
6.3 Should there be a question around a potential breach of these warranties, then the Party identifying the breach will provide written notice to the other Party. After investigation by the relevant Party, should there be a breach of warranty, then corrective measures shall be agreed between Hive19 and the Customer.
6.4 Each Party warrants that:
6.4.1 they appropriately have the ability, capacity and authority to enter into this Agreement and to perform their relative obligations;
6.4.2 there is no conflict which exists which would prevent the execution of their obligations under this Agreement.
6.5 No other warranty outside of those included in this Agreement is given by either Party as to the function or quality of the Deliverables except where there is a legal requirement to do so.

7. Indemnity

7.1 Except to the extent permitted by applicable law, the Customer and Hive19 agree to indemnify and hold each other harmless, for any act of omission resulting in harm to either party, including:
7.1.1 indemnity for respective directors, shareholders, affiliates, officers, agents, employees and permitted successors;
7.1.2 all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever.
7.2 This clause shall survive expiry or termination of the Agreement irrespective of cause of termination.

8. Intellectual Property & Confidentiality

8.1 Hive19 agrees to give the Customer ownership of all of the Intellectual Property and moral rights created through the delivery of the Services as it relates to content being published on the Customer’s website (or the website of a client of the Customer). These rights come into effect at the completion and acceptance of the Deliverables as set out in clause 4.6.
8.2 Where the Deliverables are being published on third party websites, the Intellectual Property and moral rights created through delivery of the Services are retained by Hive19 and/or the third party publisher and do not transfer to the Customer.
8.3 Hive19 and the Personnel shall not share any of the Intellectual Property or confidential information concerning the Customer’s business with any third party without written consent from the Customer in advance.
8.4 Hive19 retains the right to describe the Intellectual Property and Deliverables created during the engagement for illustration of their work for future clients. These illustrations will not disclose any technical details or commercial data owned by the Customer, unless prior written permission from the Customer is provided.
8.5 The Customer shall not disclose confidential information relating to the techniques used by Hive19 in providing the Services. Nor shall they disclose names or contact information relating to the third party publishers that Hive19 may use.
8.6 This clause shall survive expiry or termination of the Agreement irrespective of cause of termination.

9. Competition and Solicitation

9.1 The Customer will not employ, seek to employ, engage or otherwise entice away from Hive19 any of the Personnel employed or contracted to Hive19 for a period of six (6) months after the termination of this Agreement.

10. Termination

10.1 The Agreement shall commence on the Effective Date and shall remain in place and continue to be in force until the Services or Deliverables are completed, unless Hive19 is unable to complete the work as per clause 3.3 or is terminated under another provision in this Agreement.
10.2 The Agreement may be terminated by either Party if there is a material breach of the Terms of the Agreement which has not been remediated within 10 (ten) Working Days of the Party in breach being notified in writing.
10.3 The Agreement may be terminated by either Party if that Party has a receiver appointed over it, passes a winding-up resolution, enters into a voluntary agreement with its creditors or ceases to trade/operate as a business.
10.4 Where there is an ongoing Agreement to provide consulting Services the Customer has the right to cancel by giving 30 days notice in writing. Fees will be charged for this 30 day period and will be prorated as necessary.
10.5 All rights and liabilities described in the Terms of the Agreement which are created and are intended to survive this Agreement shall not be affected by its termination.
10.6 On the termination of the Agreement, Hive19 shall cease using and return to the Customer any equipment and final versions of Intellectual Property and Deliverables that are due to transfer to the Customer.

11. General Terms

11.1 Entire AgreementThere are no other binding obligations, warranties, representations or conditions that affect this Agreement, except for those included in this Agreement. This Agreement supersedes all prior agreements, arrangements and understandings.
11.2 ModificationsAny amendments or modifications to the Agreement must be agreed in writing by an authorised representative from both parties. Any modifications which are not documented and approved shall not be considered to be binding.
11.3 NoticesAny notices required in writing as set out in the Agreement shall be given to the Parties to this Agreement by email to the address shown on the Website (in the case of Hive19) or to the email address provided at point of confirmation of the Order or to which the Quote was sent (in the case of the Customer). Proof of the email being successfully sent and received is required to be kept.
11.4 Authorised RepresentativeThe person approving the Order or accepting the Quote will act as the representative of the Customer for the purposes of the Agreement and shall meet at agreed times and locations to review the delivery of the Services as required.
11.5 Personal Subcontracting
11.5.1 Hive19 has the right to use subcontracted companies, entities and Personnel to complete the work at their own discretion and cost.
11.5.2 This Agreement does not imply exclusivity and Hive19 retains the right to work on multiple engagements with other Customers simultaneously.
11.6 Third Party RightsA person who is not a party to the Agreement may not enforce any of its Terms under the Contracts (Rights of Third Parties) Act 1999.
11.7 Force MajeureDelays or failure to meet obligations set out in the Agreement or Order by either Party owing to cause or causes beyond their reasonable control shall not create a liability to the other Party. This includes, but is not limited to, disruption caused by disease pandemics, civil unrest and natural disasters.
11.8 WaiverAny waivers (implied or express) by either Party relating to a breach or omission of any of the Terms of the Agreement will not be construed as a waiver for any future or subsequent breaches or omissions.
11.9 SeverabilityAny provisions of this Agreement that have become invalid through illegality or becoming unenforceable does not affect the validity of any of the remaining provisions of the Agreement.
11.10 Data ProtectionBoth Parties with follow all applicable data protection and privacy legislation in force in the UK, including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended insofar as it is applicable to this Agreement, together with any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
11.11 Dispute Resolution
11.11.1 Any disputes should be aimed to be resolved amicably and in good faith by the authorised representative from the Customer and the contact at Hive19 who they have been dealing with. If this is not possible within fourteen (14) calendar days then the Managing Director (or equivalent) for each party shall meet to attempt to resolve the dispute. Should there not be a resolution acceptable to both parties within thirty (30) calendar days of this process, then an arbiter can be appointed from the Centre for Dispute Resolution if both parties agree.
11.11.2 No legal proceedings may be brought by either party relating to any Terms of the Agreement until this process has been completed in good faith by both parties.
11.12 Titles and HeadingsTitles and headings in the Agreement are for ease of reference and convenience only and shall not affect the interpretation of each clause.
11.13 LawThe Agreement shall be governed by and construed in accordance with the laws of England and, both parties submit to the exclusive jurisdiction of the English courts for all purposes relating to the Agreement.