THIS AGREEMENT is made on [DATE]

 

BETWEEN:

 

(1) Grow Business LTD, a company registered in UK under number 13565469 whose registered office is at 20-22 Wenlock Rd 20-22 Wenlock Road, London, England, N1 7GU (the “Service Provider”); and

(2) [CLIENT COMPANY NAME], a company registered in [COUNTRY] under number [CLIENT COMPANY REGISTRATION NUMBER] whose registered office is at [CLIENT REGISTERED OFFICE ADDRESS] (the “Client”)

 

IT IS AGREED as follows:

 

  1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.

“Digital Services” means the services to be provided by the Service Provider as described in the Schedule.

“Fees” means the amounts payable by the Client to the Service Provider as set out in the Schedule.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information and any other intellectual property rights.

 

  1. Digital Services

2.1 The Service Provider shall provide the Digital Services to the Client in accordance with the Schedule.

2.2 The Service Provider shall use reasonable endeavours to meet any performance dates specified in the Schedule, but any such dates shall be estimates only and time shall not be of the essence for performance of the Digital Services.

 

  1. Client’s Obligations

3.1 The Client shall:

(a) co-operate with the Service Provider in all matters relating to the Digital Services and appoint a manager for the project;

(b) provide such access to the Client’s premises and data, and such office accommodation and other facilities as is reasonably requested by the Service Provider;

(c) provide such information as the Service Provider may reasonably request for the provision of the Digital Services in a timely manner; and

(d) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Digital Services.

 

  1. Charges and Payment

4.1 In consideration of the provision of the Digital Services by the Service Provider, the Client shall pay the Fees to the Service Provider in accordance with this clause 4.

4.2 The Service Provider shall invoice the Client for the Fees in accordance with the payment schedule set out in the Schedule.

4.3 The Client shall pay each invoice submitted by the Service Provider within 30 days of the date of the invoice.

4.4 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to the Service Provider at the prevailing rate.

4.5 If the Client fails to make any payment due to the Service Provider under this Agreement by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.

 

  1. Intellectual Property Rights

5.1 All Intellectual Property Rights in or arising out of or in connection with the Digital Services shall be owned by the Service Provider.

5.2 The Service Provider grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to copy the Deliverables for the purpose of receiving and using the Digital Services and the Deliverables in its business.

5.3 Any intellectual property developed by the Service Provider during the execution of this Agreement, specifically for the Client’s business or project, shall be the sole and exclusive property of the Client. The Service Provider shall assign and transfer all rights, titles, and interests in such intellectual property to the Client upon completion of the work or termination of the Agreement.

5.4 The Service Provider is permitted to use the Client’s IP solely for delivering the Services, including but not limited to creating bespoke websites, marketing materials, or other deliverables as specified in the scope of work. The Service Provider shall not use the Client’s IP for any other purpose or sublicense/transfer this license without the Client’s prior written consent.

 

  1. Confidentiality

6.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information, except as permitted by clause 6.2.

6.2 Each party may disclose the other party’s Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement; and

(b) as may be required by law, court order or any governmental or regulatory authority.

6.3 Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

 

  1. Limitation of Liability

7.1 Nothing in this Agreement limits or excludes the Service Provider’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.2 Subject to clause 7.1, the Service Provider shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

7.3 The total aggregate liability of the Service Provider arising out of or in connection with this Agreement, whether for negligence or breach of contract or any case whatsoever, shall in no circumstances exceed a sum equal to 100% of the Fees paid or payable by the Client.

 

  1. Termination

8.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(j) (inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

 

  1. Consequences of Termination

9.1 On termination or expiry of this Agreement:

(a) the Client shall immediately pay to the Service Provider all of the Service Provider’s outstanding unpaid invoices and interest and, in respect of Digital Services supplied but for which no invoice has been submitted, the Service Provider may submit an invoice, which shall be payable immediately on receipt;

(b) the Client shall return all of the Service Provider’s equipment and materials. If the Client fails to do so, then the Service Provider may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;

(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

 

  1. General

10.1 Force majeure: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings: This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

10.3 Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.4 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.5 Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

10.6 Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

10.7 Notices: Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

10.8 Third party rights: No one other than a party to this Agreement shall have any right to enforce any of its terms.

10.9 Governing law: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

10.10 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

 

SCHEDULE

Digital Services: [DESCRIPTION OF SERVICES]

Fees: [FEE DETAILS]

Payment Schedule: [PAYMENT SCHEDULE DETAILS]