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IMT Terms & Conditions
1. APPLICATION
1.1 These Terms and Conditions (“Master Services Terms and Conditions”) shall apply to the provision of Services by Online Revolution Ltd, a company incorporated and registered in England and Wales under company number 08070421, whose registered office is at 46 Woodlands Avenue, London, N3 2NR, trading as www.internetmarketingteam.co.uk, hereinafter referred to as “IMT”, to the Client.
1.2 If there is any conflict or ambiguity between these ‘Master’ Terms and Conditions and the Insertion Order, the Insertion Order shall take precedence.
2. DEFINITIONS
2.1 In these Master Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” – means any agreement between the Parties which shall incorporate, and be subject to, an Insertion Order and the Master Terms and Conditions.
“Business Day” – means a day (excluding Saturdays) on which banks in London are open for the transaction of normal banking business.
“Client” – means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from IMT and whose details appear on an Insertion Order.
“Confidential Information” – means any and all information acquired by either party about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s Confidential Information in the course of fulfilling their obligations under this Agreement. IMT’s Confidential Information includes any confidential information of Third Party Suppliers
“CPA” – means cost per action, where IMT generates a fee for every defined action.
“Credit Limit” – means the monetary sum specified as such on the Insertion Order.
“Deposit” – means any deposit set out on the Insertion Order
“Downtime” – means any and all time when the Website is not fully operational;
“Execution Date” – means the date of the Agreement as set out on the Insertion Order;
“Fees” – means the fees and charges payable by the Client under Clause 5 & 6 in accordance with the terms of payment;
“Field of Use” – as defined on the Insertion Order.
“Insertion Order” – means the order form setting out the services to be provided and other details concerning the relationship between IMT and the Client and which forms part of this Contract;
“Invoice Period” – means the period within which payment of a particular invoice must be made, as set out in on the Insertion Order;
“Keyword” – means a term or a word used to identify content in websites and which allows a search engine to index those websites and to rank those websites in decreasing relevance or popularity;
“Liability” – means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
“Live Date” – means the date upon which the Services will commence by IMT as set out on the Insertion Order;
“Management Fee” – means the fee model for Services where the basis for charging is a monthly fee set out on the Insertion Order
“Parties” – means IMT and the Client collectively, and each a “Party”
“PPC” – means pay per click advertising model, where payment is made for clicks
“Privacy Policy” – means the data protection and security policy as per Data Protection Act 1998
“SEO” – means Search Engine Optimisation, which is the task of improving a webpage or website’s ranking or visibility on the Traffic Providers
“Services” – means the services to be provided by IMT to the Client as set out in the Services Schedule;
“Payment” – means the schedule setting out the details of the Services on the Insertion Order;
“System” – means the combination of the Third party Suppliers’ hardware and software.
“3rd Party Supplier” – means those third party suppliers that provide or enable any part of the Services, as set out on the Insertion Order;
“Tracking” – means the analysis of visitor behaviour and the tracking of visitors to websites or Traffic Providers;
“Traffic Levels” – means the number of visitors to the Website;
“Traffic Providers” – means internet search providers and content, traffic and other providers including, but not limited to, Google, MSN, BING, Yahoo and Facebook;
“User Agreement” – means any terms and conditions of any Third Party Supplier applying to the Client as set out on the Third Party Supplier’s Website, as notified by IMT to the Client;
“VAT” – means value added tax chargeable under English law for the time being and any similar additional tax;
“Website” – means the Client’s website or websites as set out on the Insertion Order, and which shall include all sub-domains, lower level domains of the Website URL and variants;
2.2 Unless the context otherwise requires, each reference in these Master Terms and Conditions to:
2.2.1 “writing”, and any similar expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 a Clause or paragraph is a reference to a Clause of these Master Terms and Conditions.
2.3 The headings used in these Master Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Master Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. SERVICES
3.1 The Client hereby appoints IMT as its exclusive provider of the Services and IMT hereby accepts the appointment on these Master Terms and Conditions.
3.2 With effect from the Live Date IMT shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.
3.3 Details of the Services will be as set out in the Services Schedule to the relevant Insertion Order.
3.4 In the event that the Live Date is not confirmed at the Execution Date, IMT will subsequently provide a Live Date to the Client.
3.5 IMT will use reasonable care and skill to perform the Services.
3.6 IMT shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.
3.7 IMT shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and IMT shall notify the Client in any such event.
3.8 IMT shall, if indicated on the Insertion Order, provide Reports to the Client at the frequency and in the format specified in the Services Schedule.
3.9.1 For all Services requiring Tracking, all actions, clicks or sales will be tracked by IMT using a Pixel. The reports generated by the Pixel by IMT will be used for all sales revenue reporting calculations to the Client.
3.9.2 Each visit to the Website by a unique visitor will generate a cookie. The Pixel will record each subsequent visit by that unique cookie to the Website.
3.9.3 The Pixel will only claim a chargeable sale if the sale occurs within the Cookie Period following the last recorded visit by the unique cookie to the Website
3.9.4 In the event that the Client disputes the reports generated by IMT, it shall provide notice to IMT not later than 7 days following receipt of the report. IMT will provide enhanced detail on the report in dispute within 7 days of such notice by the Client.
3.9.5 Account Management & Personnel. The account management Services are provided by IMT as a business and are not dependent upon the involvement of any specific individual. IMT may allocate, replace or reassign account managers or other personnel at its discretion.
Any such change will not constitute a material change to the Services and will not give rise to a right for the Client to terminate this Agreement without notice, provided that the Services continue to be delivered in accordance with the agreed scope. Where reasonably practicable, IMT will ensure an appropriate handover to maintain continuity and service standards.
4. CLIENT OBLIGATIONS
4.1 The Client shall:
4.1.1 co-operate with IMT in all matters relating to the Services.
4.1.2 provide, in a timely manner, such in-put material and other information as IMT may require, and ensure that it is accurate in all material respects;
4.1.3 ensure that any third party previously providing services to it relating to the Services shall fully co-operate with IMT and, in particular, at all times shall hand over all relevant materials which are in its possession or provide all relevant information reasonably requested by IMT.
4.2 The Client shall not, during the continuance of the Agreement and unless otherwise agreed by IMT and set out on the Insertion Order, provide or procure Services that either compete with or have a material impact on the provision of Services by IMT.
4.3 The Client warrants that:
4.3.1 it will comply with the User Agreement as if it were incorporated into the Agreement. If there is any conflict between these Master Services Terms and Conditions and the terms of the User Agreement, then these Master Services Terms and Conditions shall prevail;
4.3.2 ownership, proprietary rights and all Intellectual Property Rights in all software supplied to the Client or otherwise available to the Client shall remain the property of IMT or its licensors. The Client agrees to comply with the terms of any agreement reasonably required by the owner of Intellectual Property Rights in all software supplied to or used by the Client for the protection of that software.
4.3.3 to the best of its knowledge, information and belief, all information supplied to IMT in relation to the supply of the Services will be accurate and in accordance with all laws, and does not violate any third party rights, including any third party Intellectual Property Rights and that it shall indemnify the Agency against all damages, losses and expenses arising as a result of any action or claim in this regard.
4.3.4 it shall provide at least 24 hours’ written notice to IMT of any changes to the Website that are likely to affect the Services;
4.3.5 it shall provide reasonable notice to IMT of any changes likely to impact on the delivery of the Services by IMT;
4.3.6 it shall maintain a backup of the Website, any underlying code, and all materials, information and intellectual property owned by it that are passed to IMT under this Agreement;
4.3.7 where IMT is providing Services that require Tracking, or the implementation of a Pixel to the Client, from the Live Date:
4.3.7.1 the Pixel will be placed on the Website correctly at all times;
4.3.7.2 the tracking system enabled by the Pixel may be used on the Website;
4.3.7.3 the Pixel will not be removed from the Website (or any of them) until, following termination or expiry, after the expiration of the Cookie Period;
4.3.7.4 it will notify IMT if the Pixel suffers any Pixel Downtime and that it will use best endeavours to ensure that it is fully operational again within one (1) hour of when the Pixel first became non-operational; and
4.3.7.5 it will notify IMT if the Website (or any of them) suffers any Downtime and that it will use best endeavours to ensure that it is fully operational again within two (2) hours of such Downtime commencing.
4.4 In the event that the Client fails to meet the time targets in either clause 4.3.7.4 or 4.3.7.5, it agrees that it will compensate IMT on the following basis:
(Average EPC for 30 days immediately before the Downtime or Pixel Downtime)
X
(Assumed Traffic Levels for the period of the Downtime or Pixel Downtime)
4.5 The average EPC for the period of Downtime or Pixel Downtime will be calculated by reference to the 30 days immediately preceding the period of Downtime or Pixel Downtime. If there is less than 30 days data at the time that the Downtime or Pixel Downtime occurs, then the Client will compensate IMT for its losses suffered as a result by paying IMT a sum equivalent to the assumed earnings for the period of the Downtime or Pixel Downtime.
4.6 Any Downtime or Pixel Downtime shall not be included in any calculations of IMT compliance with any agreed KPIs or service level metrics set out in the Services Schedule, if the inclusion of the Downtime and Pixel Downtime would adversely affect IMT’s level of compliance with the agreed KPIs or service level metrics. IMT’s entitlement to fees for PPC, SEO and Social services shall not be adversely affected by any Downtime or Pixel Downtime.
4.7 IMT White Label services and provision of our accreditation’s are provided on a strictly sole partner/ exclusivity basis. Failure to work on an exclusive basis shall be considered breach of agreement.
5. FEES
5.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.
5.1.1 Where website design services include content creation, IMT will provide up to 450 words per page – 6p per word thereafter.
5.2 Fees shall be payable to IMT.
6. FEES & PAYMENT
6.1 All management fees, setup fees, retained service fees, and any other agreed charges must be paid in advance of the applicable service period unless otherwise agreed in writing.
6.2 All fees quoted by IMT are exclusive of VAT unless otherwise stated.
6.3 The Client is responsible for all third-party costs associated with the Services, including but not limited to advertising spend, platform fees, software subscriptions, call tracking, hosting, data tools, creative tools, landing page software, and any other external services required to deliver the campaign.
6.4 IMT reserves the right to suspend or withhold Services where any invoice remains unpaid past its due date. Suspension of Services does not remove the Client’s obligation to pay any outstanding fees.
6.5 Where Services are provided on a monthly management, retainer, or ongoing basis, fees are payable regardless of advertising spend levels unless otherwise agreed in writing.
6.6 IMT may require payment of fees in advance, including but not limited to setup fees, monthly management fees, pilot programme fees, retained service fees, or pause invoices. Such payments may be treated as prepaid service credits to be applied against future work.
6.7 Prepaid fees, retainers, or service credits are non-refundable unless otherwise agreed in writing. Where a validity period applies to any service credit, the credit must be used within that period or it may be forfeited.
6.8 Where the Client requests a pause, suspension, or delay in Services, IMT may require payment of a pause invoice or retained fee to hold capacity. Any such payment will be treated as a prepaid service credit and will be governed by clause 10.15.
6.9 IMT shall not be responsible for delays in performance caused by late payment, failure to provide access, failure to provide required materials, or suspension requested by the Client.
6.10 IMT reserves the right to revise pricing for future work, new phases, or restarted services following any pause, termination, or significant change in scope.
7. CONFIDENTIALITY
7.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.
7.2 Each party may disclose the other party’s confidential information:
7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and
7.2.2 as may be required by law, court order or any governmental or regulatory authority.
7.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
8. DATA OWNERSHIP AND PROTECTION
8.1 The Client acknowledges that data collected and stored by IMT and its Third Party Suppliers on behalf of IMT, remains the property of IMT.
8.2 IMT shall (and shall procure that any of its Staff involved in the provision of the agreement) comply with any notification requirements under the Data Protection Legislation and both parties will duly observe all their obligations under the Data Protection Legislation, which arise in connection with the agreement.
8.3 IMT shall comply with our own Privacy Policy.
8.4 IMT agrees that any data account owned by the Client to which IMT has access during the provision of the Services, shall be returned to the Client at the termination or expiry of the Agreement.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Unless otherwise indicated, the Client is the sole and exclusive owner of all Intellectual Property Rights in the Website.
9.2 The Client hereby grants to IMT a non-exclusive, non-transferrable, royalty free licence to use its Intellectual Property Rights within the Field of Use.
9.3 The Client hereby grants to IMT a non-exclusive, non-transferrable, royalty free licence to use its trade marks (Trade Marks) within the Field of Use.
9.4 In the event that IMT wishes to use the Trade Marks of the Client for any purposes outside the Field of Use, it must not do so without the prior written consent of the Client, such consent not to be unreasonably withheld.
9.5 By accepting the terms of this Agreement IMT hereby agrees that:
9.5.1 the Trade Marks of the Client shall remain the property of the Client unless and until the Client assigns the Trade Marks of the Client, to a third party;
9.5.2 nothing in the Agreement shall be deemed to confer any ownership rights in the Client’s Trade Marks to IMT; and
9.5.3 IMT shall not contest the validity of the Client’s Trade Marks.
9.6 The Client shall indemnify IMT against all damages, losses and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party.
9.7 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on IMT obtaining a written licence from the relevant licensor on such terms as will entitle IMT to license such rights to the Client.
9.8 IMT shall be free to utilise for the benefit of its other clients any skill and/or know-how that it may develop or acquire in the performance of the Services.
9.9 Unless otherwise indicated, IMT shall be the sole and exclusive owner of any domain names which it registers and develops during the performance of the Services.
9.10 Unless otherwise agreed in writing, all campaign builds, account structures, ad copy, creative variations, landing page recommendations, tracking frameworks, templates, documents, reports, and internal operating materials created by IMT in the course of delivering the Services remain the intellectual property of IMT.
9.11 The Client is granted a non-exclusive, non-transferable licence to use deliverables produced by IMT for the duration of the Services (and thereafter for internal business use), but may not resell, reproduce for third parties, or distribute IMT’s proprietary templates, frameworks, or methodology without IMT’s prior written consent.
10. COMMITMENT & TERMINATION
10.1 Initial Commitment Period
All services are subject to an agreed initial commitment period as confirmed within the Inserted Order or written agreement between the parties.
10.2 The initial commitment period may include, but is not limited to:
10.2.1 A minimum one (1) month management period;
10.2.2 A three (3) month pilot programme;
10.2.3 Any other fixed contract duration agreed in writing between the parties.
10.3 No notice of termination may be served during the first calendar month of management services.
10.4 Following completion of the first calendar month of management services, the Client may terminate the agreement by providing not less than thirty (30) days’ written notice.
10.5 The combined effect of clauses 10.3 and 10.4 is that all new engagements are subject to a minimum two (2) month management commitment unless a longer fixed term has been agreed in writing.
10.6 Where a fixed contract duration applies, including but not limited to a three (3) month pilot programme, the agreement shall remain in force for the full agreed term and may not be terminated for convenience prior to its expiry.
10.7 If the Client seeks to terminate services during an agreed fixed contract duration, IMT reserves the right to invoice the remaining balance of management fees due for the remainder of that fixed term. Such fees shall become immediately due and payable upon termination.
10.8 Upon expiry of any agreed fixed contract duration, the agreement will automatically continue on a rolling monthly basis unless otherwise agreed in writing.
10.9 During the rolling period, either party may terminate the agreement by providing not less than thirty (30) days’ written notice.
10.10 Notice must be provided in writing via email to the designated IMT contact address and shall only be deemed effective once acknowledged in writing by IMT.
10.11 All management fees, retained services, and any agreed third party costs remain payable throughout any notice period.
10.12 No refunds shall be issued for partial months of service, unused management time, or unspent allocation within a monthly management period.
10.12A Notice Period Billing
Where notice is validly served in accordance with these Terms, the notice period shall run from the date notice is received and acknowledged in writing by IMT.
Management fees shall remain payable throughout the full notice period. Where the notice period extends beyond the Client’s current paid monthly management period, IMT may issue a final closing invoice to cover the remaining balance of the notice period.
Any final closing invoice may be calculated on a pro-rata basis where required, based on the Client’s applicable monthly management fee and the number of days remaining in the notice period.
No refund or reduction shall apply for any part of a monthly management period already invoiced or paid, unless expressly agreed in writing by IMT.
10.13 IMT reserves the right to suspend or terminate services immediately in the event of material breach of contract, non-payment, unlawful activity, or failure to provide necessary access required to deliver the services.
10.14 Upon termination, all outstanding fees, including management fees, setup fees, agreed fixed term balances, and any third party costs incurred on behalf of the Client, shall become immediately due and payable.
10.15 Temporary Suspension / Pause of Services
10.15.1 The Client may request a temporary pause or suspension of campaign activity in writing. A pause will only take effect once confirmed in writing by IMT.
10.15.2 A pause of advertising activity does not constitute termination of this Agreement and does not remove or alter any agreed notice period, minimum term, or payment obligation unless otherwise confirmed in writing by IMT.
10.15.3 Where a pause is requested, IMT may issue a pause invoice, typically equivalent to one month of management fees. Any such payment will be treated as a prepaid service credit and will be held on the Client’s account. This credit will be applied against the next month of management fees and/or agreed reactivation work when services resume.
10.15.4 Service credits issued in connection with a pause are non-refundable and must be used within ninety (90) days of the pause start date unless otherwise agreed in writing. If services have not resumed within this period, IMT reserves the right to treat the engagement as terminated and retain the credit as a capacity reservation fee.
10.15.5 During any pause period:
10.15.5.1 IMT is not responsible for campaign performance, delivery timelines, or KPI outcomes;
10.15.5.2 Restart dates are subject to IMT availability and resourcing at the time of reactivation;
10.15.5.3 Any third-party costs, software subscriptions, platform fees, or pass-through charges required to maintain the account may remain payable unless cancelled in advance where cancellation is possible.
10.15.6 IMT reserves the right to require reasonable notice prior to reactivation of services, and may require additional setup, rebuild, or reactivation fees where accounts have been paused for an extended period.
10.15.7 A pause request does not freeze agreed pricing, scope, or service level, which may be subject to review upon restart.
11. CONSEQUENCES OF TERMINATION
11.1 Upon termination of the agreement for any reason:
11.1.1 All outstanding invoices shall become immediately due and payable.
11.1.2 IMT shall cease providing the Services from the effective date of termination.
11.1.3 The Client shall remain liable for all management fees, setup fees, retained services, fixed-term balances, notice period fees, and any third-party costs incurred up to the termination date.
11.1.4 Any third-party costs incurred by IMT on behalf of the Client, including but not limited to advertising spend, software subscriptions, call tracking, hosting, data tools, or platform fees, shall remain payable.
11.1.5 No refunds shall be issued for any fees already paid, including but not limited to management fees, setup fees, prepaid retainers, or service credits, unless otherwise agreed in writing by IMT.
11.1.6 Any prepaid service credit issued in connection with a pause, suspension, or retained service shall be non-refundable and must be used within the validity period specified at the time of issue. Where services are not resumed within that period, IMT reserves the right to retain the credit as a capacity reservation fee.
11.1.7 Termination of the agreement does not guarantee immediate availability for future work. Any future re-engagement shall be subject to IMT availability, updated pricing, and a new agreement where required.
11.1.8 IMT reserves the right to archive, remove, or close internal project files, reporting dashboards, or working environments after termination, provided that any Client-owned advertising accounts remain under the Client’s control.
12. SUB-CONTRACTING
12.1 Either Party may not sub-contract the performance of any of its obligations under the Agreement without the prior written consent of the other Party. Where either Party sub-contracts the performance of any of its obligations under the Agreement to any person with the prior consent of the other Party, the sub-contracting Party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the sub-contracting Party itself.
12.2 Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.
13. PROTECTION of IMT PERSONNEL, NON-SOLICITATION and NON-CIRCUMVENTION
13.1 Restricted Personnel
For the purposes of this Clause 13, “Restricted Personnel” means any employee, worker, director, consultant, freelancer, contractor, subcontractor, technician, account manager, strategist or other individual engaged by or through IMT who, during the term of the Agreement or during the twelve (12) months preceding its termination or expiry:
13.1.1 performed, managed, supported or materially contributed to the Services provided to the Client;
13.1.2 had direct or material dealings with the Client in connection with the Services;
13.1.3 attended meetings, calls or communications with the Client;
13.1.4 had access to the Client’s advertising accounts, analytics, tracking, CRM, website, systems or other business information in connection with the Services; or
13.1.5 was otherwise materially introduced to the Client through the Client’s relationship with IMT.
A person shall not become Restricted Personnel merely because the Client independently knows of that person where that person had no material involvement in the Client’s account or relationship with IMT.
13.2 Non-Solicitation and Non-Engagement
During the term of the Agreement and for a period of twelve (12) months following its termination or expiry, the Client shall not, directly or indirectly:
13.2.1 solicit, approach, entice or attempt to entice any Restricted Personnel away from IMT;
13.2.2 encourage or induce any Restricted Personnel to terminate, reduce or materially alter their employment, engagement or working relationship with IMT;
13.2.3 employ, engage, retain, appoint, contract with or otherwise use the services of any Restricted Personnel in connection with services which are the same as, substantially similar to, or intended to replace any of the Services supplied, supported or managed by IMT;
13.2.4 enter into any direct commercial arrangement with Restricted Personnel for the continuation, replacement or provision of Services previously supplied, supported or managed by IMT;
13.2.5 engage Restricted Personnel through that person’s own limited company, consultancy, agency, partnership or other business vehicle;
13.2.6 engage Restricted Personnel through another agency, intermediary, contractor, associated company or third party where the Restricted Personnel ultimately provides services to or for the benefit of the Client;
13.2.7 assist, encourage, instruct or provide information to another person or organisation for the purpose of facilitating any activity prohibited by this Clause 13; or
13.2.8 enter into, facilitate or participate in any arrangement whose purpose or effect is materially to circumvent the restrictions contained in this Clause.
13.3 Client-Initiated and Personnel-Initiated Contact
The restrictions contained in Clause 13.2 apply irrespective of which party initiated the contact, discussion or proposed engagement.
Accordingly, it shall not of itself be a defence to a breach of this Clause that:
13.3.1 the Restricted Personnel first approached the Client;
13.3.2 the Restricted Personnel had already ceased, or intended to cease, working with IMT;
13.3.3 the Client had already terminated, or intended to terminate, its Agreement with IMT;
13.3.4 the Client did not actively solicit the Restricted Personnel;
13.3.5 the proposed engagement arose after the Client’s relationship with IMT had terminated;
13.3.6 the engagement is made through a company, agency, consultancy, intermediary or other business rather than directly with the individual; or
13.3.7 the Restricted Personnel is described as an employee, consultant, freelancer, contractor, subcontractor, adviser or by any other designation.
13.4 Approaches by Restricted Personnel
Where Restricted Personnel approaches the Client during the term of the Agreement or during the twelve (12) month period following its termination or expiry and proposes providing services directly or indirectly to the Client outside IMT, the Client shall:
13.4.1 not accept, enter into, facilitate or participate in the proposed arrangement;
13.4.2 not agree commercial terms for such an arrangement; and
13.4.3 promptly notify IMT where the proposed arrangement concerns the continuation, replacement or provision of Services supplied, supported, managed or previously supplied by IMT.
13.5 Breach and Remedies
Where the Client breaches this Clause 13, IMT shall be entitled to pursue all remedies available to it at law, including, where appropriate:
13.5.1 damages for losses suffered as a direct or reasonably foreseeable consequence of the breach, which may include loss of revenue, management fees, profit, Client goodwill, replacement or recruitment costs and other demonstrable commercial losses;
13.5.2 injunctive or other equitable relief restraining the commencement or continuation of any prohibited engagement or arrangement;
13.5.3 other appropriate relief requiring the cessation of any continuing breach; and
13.5.4 recovery of legal and enforcement costs to the extent recoverable by law.
Nothing in this Clause constitutes an agreed or predetermined measure of damages or limits any other remedy available to IMT.
13.6 Legitimate Business Interests
The Client acknowledges that:
13.6.1 IMT invests significant time, expenditure and resources in identifying, recruiting, vetting, developing and retaining specialist employees, consultants, freelancers and contractors;
13.6.2 IMT invests substantial time and resources in acquiring and maintaining Client relationships and in developing the systems, processes, methodologies and infrastructure through which Restricted Personnel provide the Services;
13.6.3 the Client obtains access to Restricted Personnel as a consequence of its commercial relationship with IMT;
13.6.4 the direct or indirect engagement by the Client of Restricted Personnel introduced to or materially involved with the Client through IMT would be capable of materially prejudicing IMT’s legitimate commercial interests, including its workforce and contractor network, Client relationships and goodwill;
13.6.5 the restrictions contained in this Clause are intended to protect those legitimate commercial interests; and
13.6.6 this Clause does not prevent the Client generally recruiting personnel from the digital marketing industry but is limited to Restricted Personnel who have been materially involved in the Client’s relationship with IMT.
13.7 Separate Restrictions and Severability
Each restriction contained in this Clause, and each paragraph and subparagraph thereof, is intended to constitute a separate and independent obligation.
If any restriction or part of a restriction is found by a court or other competent authority to be invalid or unenforceable, that restriction or part shall, to the extent permitted by law, be severed without affecting the validity or enforceability of the remaining provisions.
13.8 Survival
The restrictions contained in this Clause 13 shall continue in force for a period of twelve (12) months following termination or expiry of the Agreement. Termination or expiry shall not affect any rights or remedies arising from a breach of this Clause occurring before or during that period.
14. LIABILITY AND INDEMNITY – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in these Conditions shall limit or exclude IMT’s liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.2 Subject to clause 14.1:
14.2.1 IMT shall not under any circumstances whatsoever be liable for:
a) loss of profits; or
b) loss of business; or
c) depletion of goodwill and/or similar losses; or
d) loss of anticipated savings; or
e) loss of goods; or
f) loss of contract; or
g) loss of use; or
h) loss or corruption of data or information; and
i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
14.2.2 IMT’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to a figure no greater than the Fees paid for the Services in the previous sixty (60) days, (or if 60 days have not elapsed, would be payable in sixty (60) days).
14.3 IMT shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of IMT’s obligations if the delay or failure was due to any cause beyond IMTs reasonable control.
14.4 If IMT’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
14.4.1 IMT shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays IMT’s performance of any of its obligations;
14.4.2 IMT shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from IMT’s failure or delay to perform any of its obligations under the Agreement as set out in this clause 14.4; and
14.4.3 the Client shall reimburse IMT on written demand for any costs or losses sustained or incurred by IMT arising directly or indirectly from the Client Default.
14.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
15. FORCE MAJEURE
15.1 Neither the Client nor IMT shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
15.2 Such circumstances may include, but are not limited to, platform outages, third-party system failures, cyber attacks, internet disruptions, and changes to advertising platform policies.
15.3 Where a force majeure event continues for an extended period, IMT reserves the right to suspend or terminate the affected Services upon reasonable notice.
16. NOTICES
16.1 Unless otherwise stated in the Insertion Order, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to each Parties’ address as listed on the Insertion Order
16.2 Notices shall be deemed to have been duly given:
16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
16.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
16.2.3 on the second business day following mailing, if sent by first class postage;
16.3 Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time. Service under this clause 18.3 may not be given by email or facsimile.
17. DISPUTE RESOLUTION
17.1 If any dispute arises in connection with this agreement, IMT’s Manager and the Client’s Manager shall, within 7 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
17.2 The arrangement to resolve the dispute via a meeting will not prevent the parties commencing or continuing court proceedings.
18. GENERAL
18.1 VARIATION: Subject to the above, no variation of this agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
18.2 WAIVER: A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
18.3 CUMULATIVE REMEDIES: Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
18.4 SEVERANCE: If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected. If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
18.5 ENTIRE AGREEMENT: This agreement and any documents referred to in it constitute the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement. Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement or those documents. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement or those documents (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.
18.6 NO PARTNERSHIP OR AGENCY: Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.7 RIGHTS OF THIRD PARTIES: A person who is not a party to this agreement shall not have any rights under or in connection with it.
18.8 SURVIVAL OF TERMS: Termination of this Contract shall not affect any rights of the parties accrued up to the date of termination.
18.9 ONLINE TERMS UPDATES AND SERVICE CHANGES
18.9.1 IMT reserves the right to update, amend, or revise these Terms of Business from time to time where reasonably required for operational, legal, or commercial reasons.
18.9.2 The latest version of the Terms of Business published on the IMT website at www.internetmarketingteam.co.uk shall apply to all ongoing Services unless otherwise agreed in writing.
18.9.3 Where material changes are made which may affect the Client’s fees, commitments, or scope of Services, IMT will provide reasonable notice before such changes take effect.
18.9.4 Continued use of the Services after such notice shall be deemed acceptance of the updated Terms.
18.9.5 IMT reserves the right to update pricing, fee structures, service tiers, and service definitions for future service periods, provided that such changes shall not apply retrospectively to invoices already issued or paid.
18.9.6 IMT may from time to time update, refine, or adjust service descriptions, delivery methods, internal processes, reporting formats, or platform usage where reasonably required to improve performance, comply with platform policies, or reflect changes in technology, and such changes shall not constitute a breach of this Agreement.
18.10 WHITE LABEL ENGAGEMENTS
18.10.1 Where IMT provides Services on a white label basis to an agency or intermediary (“Partner”), IMT’s contractual relationship shall be solely with the Partner and not with the Partner’s end client.
18.10.2 IMT shall not be liable to any third party or end client of the Partner, and any liability shall be limited to the Partner in accordance with these Terms.
18.10.3 The Partner agrees not to hold IMT responsible for claims made by the Partner’s end client beyond the liability limits set out in these Terms.
18.10.4 Both parties agree to maintain confidentiality regarding white label arrangements and not to disclose the existence or structure of such arrangements without prior written consent.
18.11 CLIENT INDEMNITY
18.11.1 The Client agrees to indemnify and hold harmless IMT against any claims, losses, penalties, fines, damages, costs, or expenses arising from:
18.11.1.1 the content, products, services, or claims promoted by the Client;
18.11.1.2 any breach of advertising regulations, consumer law, intellectual property rights, or data protection law attributable to the Client’s materials or instructions;
18.11.1.3 any inaccurate, misleading, or unlawful information supplied by the Client;
18.11.1.4 any dispute arising between the Client and its customers or end users.
18.11.2 This indemnity shall survive termination of the Agreement.
19. LAW AND JURISDICTION
19.1 These Master Services Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
19.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Master Services Terms and Conditions or the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
