TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
This Bula Partners Service Agreement (the “Agreement”) is made between Bula Media LTD t/a Bula Partners, a company registered in England & Wales with company number 15268346 (“Bula Partners”) and the entity or person identified in an Order Form that is executed in reference to these Terms and Conditions as made available on www.wearebula.com/terms from time to time(the “Client”).
Bula Partner provides (without limitation) specialist marketing, operations, finance and commercial consultancy services to business clients, and the Client wishes to engage Bula Partners to provide the Services specified in an executed Order Form on the Terms and Conditions of this Agreement (the “Engagement”).
Certain capitalised terms are defined in clause 1 below (Interpretation) and others are defined contextually in these Terms and Conditions.
Each of Bula Media and the Client are a “Party” to this Agreement and together the “Parties”.
AGREED TERMS
1. INTERPRETATION
1.1. The definitions and rules of interpretation in this clause apply in this Agreement.
Affiliate
in relation to a body corporate, any other entity which directly or indirectly Controls (in either of the senses defined in sections 450 and 1124 of the Corporation Tax Act 2010 and “Controlled” shall be construed accordingly), is Controlled by, or is under direct or indirect common Control of that body corporate from time to time.
Agreement
the contract between Bula Partners and the Client that is created upon both Parties’ signature of an Order Form, and that is comprised of and incorporates the Order Form (including as amended from time to time) and these Terms and Conditions.
Business Day
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business
Business Hours
09:00 to 17:30 UK time on a Business Day.
Confidential Information
all information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party and which is known by the receiving Party to be confidential; is marked as or stated to be confidential; or ought reasonably to be considered by the receiving Party to be confidential.
Client
the contracting party identified as the Client in the Order Form.
Client Data
means any data generated by, or derived from the Client’s use of the Services, whether hosted or stored within the Client’s digital advertising platform accounts or its network systems.
Client Materials
the materials provided by the Client to Bula Partners pursuant to this Agreement which are expressly identified as the Client’s property or are notified as such by the Client to Bula Partners.
CPI
the UK Consumer Price Index as published from time to time by the Office for National Statistics
Data Protection Laws
all applicable privacy and data protection laws, their implementing regulations, regulatory guidance and secondary legislations, each as updated or replaced from time to time, including without limitation the UK General Data Protection Regulation (“UK GDPR”) and the UK Data Protection Act 2018 (“DPA 2018”).
Deliverables
any campaigns, materials, reports, advice, works, information or databases that is or are prepared by or on behalf of Bula Partners for the Client in connection with the Services under this Agreement.
Effective Date
the effective date of this Agreement as set out in the Order Form.
Engagement
means Bula Partner’s appointment by the Client to provide the Services pursuant to an Order Form.
Fees
any and all fees, costs and otherwise expenses payable by Client to Bula Partners under or in connection with this Agreement, as such fees, costs or expenses are stated on the Order Form or agreed, varied or otherwise amended in writing between the Parties from time.
Force Majeure Event
any event affecting the performance of any provision of this Terms and Conditions arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a Party, including (without limitation):
(a) riots, civil commotion, war or armed conflict, acts of terrorism, nuclear, biological or chemical warfare;
(b) acts of national government, local government or regulatory bodies;
(c) fire, flood or any disaster; or
(d) an industrial dispute affecting a third party for which a substitute third party is not reasonably available;
provided that any such event or delay is not attributable to any willful act, neglect or failure to take reasonable preventative action, or any lack of available funds, of that Party.
Good Industry Practice
standards, practices, methods and procedures conforming to applicable laws and the exercise of the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged within the SEO marketing sector.
Group
means the Client, its subsidiaries, its holding company, and any subsidiaries of its holding company.
Intellectual Property Rights
means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or 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 (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for an renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.
Material Breach
a single serious breach or a number of breaches or repeated breaches (whether of the same or different obligations and regardless of whether such breaches are remedied).
Minimum Term
the minimum contract period applying to the Services as stated in the Order Form or, if no such period is specified, a period of six (6) months.
Order Form
an order form that is executed by the Parties in reference to these Terms and Conditions.
Partners
means Bula Partner’s employees, consultants and/or sub-consultants that are allocated to an Engagement to provide the Services to the Client. Bula Partner’s employees, consultants and sub-consultants are referred to as “partners” but they are not as a matter of law partners of a general partnership as Bula Media is incorporated as a limited liability partnership and no individual member or staff member has any joint and several liability for Bula Media’s debts or obligations.
Personnel
means in relation to either Party, its officers, directors and employees.
Renewal Term
such minimum period as specified in an Order Form for which the Engagement will automatically renew upon the expiry of the Initial Term and each Renewal Term thereafter which, unless otherwise agreed in an Order Form, shall be consecutive one (1) months periods.
Service Requirements
any milestones, timetable, targets, deadlines, specifications, service levels or other requirements stated in an Order Form that Bula Partners has agreed to provide the Services in accordance with.
Services
those services to be provided by Bula Media Client as specified on the Order Form and pursuant to the terms of this Agreement
Services Start Date
the date on which Bula Partners shall commence providing the Services to the Client, as such date is specified in an Order Form.
Subcontractors
any sub-consultant or otherwise person or entity that Bula Media uses to provide the Services under an Engagement.
Term
together the Minimum Term and any and all Renewal Terms.
Terms and Conditions
the terms and conditions of this Agreement.
1.1. Any reference in these Terms and Conditions to:
1.1.1. a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re- enacted or extended at the relevant time;
1.1.2. a clause is to a clause in these Terms and Conditions;
1.1.3. a person includes an individual, a firm, a corporation, an unincorporated association, a government, a state, an agency of government or state, and an association, partnership and joint venture (whether or not having a separate legal personality).
1.2. The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation. Where the context dictates, the singular shall include the plural and vice versa.
2. HIERARCHY OF CONTRACT DOCUMENTS
2.1. In the event of any conflict between the provisions of the Agreement, the various contract documents shall be given priority in the following order:
(a) the Order Form (including as amended or re-stated from time to time);
(b) these Terms and Conditions;
(c) all other appendices to the Agreement.
3.1. Minimum Term and Auto-Renewal. The Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with these Terms and Conditions, shall continue for the Minimum Term (as calculated from the Services Start Date). At the end of the Minimum Term and the end of each Renewal Term thereafter, the Agreement and Bula Media’s Engagement thereunder shall automatically renew for successive one (1) month periods unless otherwise agreed by the Parties in an Order Form (each a “Renewal Term”).
3.2. Opt-out of Auto-Renewal. Unless otherwise agreed in an Order Form, either Party may give a written non-renewal notice to the other Party, not later than 30 days before the end of the Minimum Term or the relevant Renewal Term, to terminate the Agreement at the end of the Minimum Term or the relevant Renewal Term (applicable) without incurring any further liability or obligation to the other.
3.3. Retrospective Effect. To the extent that Bula Partners provides any Services prior to the Parties entering into the Agreement, the Agreement shall apply retrospectively from when Bula Partners commenced providing the Services.
3.4. Termination Notice. Any non-renewal or termination notice served by the Client to Bula Partners in connection with the Agreement must be sent by email to: michael@bula.media.
4.1. Good Industry Practice. Subject to the remaining terms of this clause 4, Bula Partners shall from the Services Start Date onwards use reasonable endeavours to provide the Services (including any Deliverables forming part thereof) in accordance with the terms of this Agreement, the Service Requirements and Good Industry Practice.
4.2. Timetable. Bula Partners will use reasonable endeavours to provide the Services in accordance with any timetables referred to in the Order Form, however both Parties agree that all dates given are intended for planning and estimation purposes only and are dependent on the timely cooperation of the Client, and time is not of the essence to this Agreement.
4.3. Scope of Services. Bula Partners’ role is to provide, or to procure the provision of, the Services agreed in an Order Form. By accepting these Terms and Conditions, the Client is agreeing that the scope of the Services set out in the Order Form is appropriate for its needs. Bula Partners will perform the Services with reasonable skill and care but its responsibilities and duties shall be limited to the matters set out in the Order Form. In no circumstances shall Bula Partners:
(a) be responsible for the appropriateness and consequences of any commercial or strategic decisions that the Client takes in reliance on any advice, materials, information, data, documents, reports, representations, statements or assurances (in each case whether oral or written) made or provided by or on behalf of Bula Partners to the Client during the course of the Services;
(b) be responsible for any other services beyond the scope of the Engagement.
4.4. Advance Payments. To the extent that the Parties agree as part of an Order Form that the Client shall pay Bula Partners part or all of any Fees upfront in advance of the Services, then the Client’s payment in full of such Fees shall be a condition precedent of Bula Partners’ obligation to provide the Services and Bula Partners shall not be obligated to start providing the Services, or be liable in respect of any non-performance of the Services, until it has received any such payment in full.
4.5. Partners. Bula Partner reserves the right to determine which of its Partners are allocated to an Engagement provided. Where for the Parties have agreed for a particular Partner (i.e. a specific named individual) to perform the Engagement under an Order Form, Bula Partners shall use reasonable endeavours to procure that such Partner performs the Engagement provided that, where such named individual is not available, Bula Partners reserves the right to supply a substitute of equivalent quality and experience and any such substitution shall not absolve the Client of any of its obligations under this Agreement or otherwise allow it to terminate the Agreement (except as otherwise permitted herein or agreed as part of an Order Form).
4.6. Sub-Consultants. Partners may be engaged by Bula Partners to provide Services on a sub-consultant (subcontracted) basis. For these purposes, the Client agrees that Bula Partners may subcontract its obligations under this Agreement to any such Partners and to other Subcontractors. In such circumstances, Bula Partners shall remain liable for the actions of such Partners and any otherwise Subcontractors.
4.7. Marketing Materials. Any case studies, service descriptions, samples, descriptive matter or advertising issued by Bula Partners, and any descriptions or illustrations contained in Bula Partners’ online website (www.wearebula.com), catalogues or brochures in relation to the Services (collectively, “Marketing Materials”), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. Such Marketing Materials do not form part of this Agreement or have any contractual force.
4.8. Amendment to Services. Upon written notice, Bula Partners reserves the right to amend part or all of the Services without notice:
(a) as required to comply with any applicable law, Data Protection Laws, or code or regulatory requirement;
(b) where the amendment will not, in Bula Partners’ reasonable opinion, materially affect the nature or quality of the Services; or
(c) in response to a Force Majeure Event.
4.9. Use of the Services. The Client warrants and undertakes that it shall:
(a) only use the Services as permitted under the terms the Agreement;
(b) not use the Services in a manner that infringes on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;
(c) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Client under this Agreement to any other member of its Group or any third party;
(d) except as expressly agreed with Bula Partners in writing, reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms of any Deliverables that are provided as part of the Services, attempt to recreate the Services or use the Services for any competitive or benchmark purposes or prepare derivative works based on the Services;
(e) at all times comply with applicable laws, Data Protection Laws, instructions, guidelines, licenses, and codes of practice issued by regulatory authorities; and
(f) comply with Bula Partners’ instructions.
4.10. Indemnity. The Client shall defend, indemnify and hold harmless Bula Partners in full on demand against any and all claims, actions, proceedings, losses, damages, expenses, penalties, interests, settlement fees, awards and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's or any members of its Group’s use of the Services in breach of the terms of the Agreement.
4.11. Right to suspend or terminate the Services. Without prejudice to its other rights and remedies under the Agreement, in the event that the Client commits a Material Breach of the Agreement (including without limitation and for illustrative purposes such as where the Client fails to make any payment by its relevant due date or breaches any provision of clause 4.9), Bula Partners shall be entitled:
(a) where such Material Breach is curable within a period of 10 Business Days, to suspend the Client’s access to the Services until such time as the Material Breach is remedied to Bula Partners’ satisfaction; or
(i) terminate the Agreement with immediate effect without incurring any liability to the Client or any other person or entity; and
(c) Where sub-clause (b)(ii) applies, the early termination charge shall be calculated by taking:
(i) in respect of Services that are provided on an ongoing monthly fee basis, by taking the Client’s standard monthly charges for the Services (including VAT) at the prevailing rate, multiplying it by the number of remaining term months (including any part months), and then deducting (i) any business costs that Bula Partners saves as a result of not providing the Services and (ii) a further discount (at a discount rate not exceeding 4% per annum) to reflect Bula Partners’ accelerated receipt of the Fees for such remaining months of the (as applicable) applicable Minimum Term and/or Renewal Term;
(ii) in respect of Services that are provided on a time and materials basis (such as where Partners are allocated to provide Services at an hourly-rate or day-rate fee basis), by charging the Client the full amount of any remaining unspent contracted man hours or man days agreed as part of an Order Form that have yet to be incurred, and then deducting (i) any business costs that Bula Partners saves as a result of not providing the Services and (ii) a further discount (at a discount rate not exceeding 4% per annum) to reflect Bula Partners’ accelerated receipt of the Fees for such remaining months of the (as applicable) applicable Minimum Term and/or Renewal Term;
(iii) in respect of all other Services, such reasonable fee as determined by Bula Partners in its sole discretion.
5. FEES, EXPENSES AND PAYMENT TERMS
5.1. Fee types. The Parties shall agree as part of the Order Form the fee type(s) and payment terms that apply to the Fees for the Services. For illustrative purposes, fee types may include (without limitation):
(a) fees assessed on a time and materials basis (such as in respect of Partners’ hourly or day rates) according to the time incurred by Partners in providing the Services;
(b) an agreed fee budget according to which Bula Partners will provide certain Services, such as for example in the case of a marketing campaign build; or
(c) a fixed-price fee for the supply of a specified Deliverable or in respect of a recurring monthly Service;
5.2. Hourly/day rates. Where the Parties agree that the Fees shall be charged on a time and materials basis, Bula Partners’ Fees for the Services will be based on time incurred at the relevant Partners’ standard hourly or day rates (as specified in an Order Form). Any quantification given by Bula Partners as to the number of man hours or man days needed by a Partner to provide the Services are estimates only, and the actual time may be lower or greater.
5.3. Fee Budgets. To the extent that Bula Partners agrees a fee budget in respect of the Services at the outset of the Engagement, this fee budget it not a commitment to perform the Services for a fixed fee. The budget will be based on the assumption that Bula Partners will have timely access to the information and personnel that are required to complete the Engagement in a cost-effective manner and in accordance with relevant deadlines. Bula Partners will advise you of delays or unexpected problems as they arise and will estimate their effect on the fee budget
5.4. Expenses. In addition to the Fees, Bula Media will recharge to the Client its Partners’ reasonable expenses and disbursements incurred in undertaking the Engagement, provided in each case that such expenses are approved by Client prior to being incurred.
5.5. Client Inaction. Any Services not utilised by the Client shall nevertheless remain chargeable. Charges for the Services will continue to apply if prompt delivery of the Services is delayed or prevented by action or inaction of the Client. For illustrative purposes, Client action or inaction that may impact delivery of the Services may include (but is not limited to) requesting that activity is halted or paused (for whatever reason) or failing to provide adequate materials or information in a timely fashion or failing to response in a timely fashion to Bula Partners’ requests for information or materials. In the event that any contracted Services are no longer required by the Client, the Client shall not have any option to credit or swap these Services for other services or to store Services for use at a future date.
5.6. Invoicing. Unless otherwise agreed as part of an Order Form, invoices will be rendered monthly and are subject to VAT if applicable. Any queries on invoices must be raised in writing within 30 [AS1] days of the invoice date. If the Client does not submit an invoice query to Bula Partners within this period, the Client shall be deemed to have irrevocably waived all rights (whether in contract, law, statute or equity) to dispute such invoice and all Fees set forth in such invoice will be considered correct and binding on the Client. Bula Partners reserves the right to request payment in advance. Invoices are due for payment within 7 days of the invoice date in full, in pounds sterling and without any deduction, set off, withholding or counterclaim.
5.7. Late Payment Remedies. In the event that the Client fails to make full payment of the Fees in advance by the relevant due date, then without limiting Bula Partners’ other rights and remedies:
(a) Bula Partners may suspend the Services until such time as all outstanding payments due, whether under this Agreement or otherwise, have been made by the Client; and
(b) the Client shall be obliged to pay interest on any such outstanding sums accruing daily from the due date until the actual date payment, whether before or after judgement, at a rate of 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%, and the Client shall also be liable to reimburse Bula Partners in full for the costs and expenses incurred by or on behalf of Bula Partners, including (without limitation) in respect of any payment reminders, debt collection and legal processes on account of the delay; and
(c) the Client shall pay Bula Partners by means of compensation a fixed-price late payment fee of £50 in respect of any such outstanding amounts.
5.7. Invoicing. Unless otherwise agreed, invoices will be rendered monthly and are subject to VAT if applicable. Any queries on invoices must be raised in writing within 14 days of the invoice date. Bula Partners reserve the right to request payment in advance. Invoices are due for payment within 14 days of the invoice date in full, in pounds sterling and without any deduction, set off or counterclaim.
5.8. Late Payment Remedies. In the event that the Client fails to make full payment of the Fees in advance by the relevant due date, then without limiting Bula Partners’ other rights and remedies:
5.9. Changes to the Fees without notice. Bula Partners reserves the right to increase the Fees without notice on an annual basis with effect on the first anniversary of the Services Start State (and each successive anniversary thereafter) by the higher of:
(a) 3.5%; or
(b) an amount equal to 105% of the percentage increase in the UK CPI over the preceding 12 months of the Term.
5.10. Changes to the Fees with notice. In addition to its right under clause 5.9, Bula Partners may at any time during the Term increase the Fees by such amount(s) as it determines in its sole discretion upon providing at least 30 days’ written notice to the Client prior to the date that such increase(s) shall come into effect (the “Increase Date”). If the Client does not wish to accept the increase(s) to the Fees for the Services, or any particular Service, it may give notice to terminate this Agreement with effect on the Increase Date, failing which the Client shall be deemed to have accepted the relevant increase on the Increase Date. For the purposes of clarity, the Client shall not have the right to terminate the Agreement where Bula Partner changes the Fees without notice in accordance with clause 5.9.
5.11. Material Breach. Client expressly acknowledges and agrees that, without prejudice to any other rights or remedies available to Bula Partners in connection with the Agreement, a failure by the Client to make full payment to Bula Partners of any fees, charges or otherwise expenses (in each case irrespective of whether disputed or undisputed) due under the Agreement by the relevant due day of payment shall be regarded as a Material Breach and repudiatory breach of the Agreement.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. IP Generated from Services. Bula Partners shall own and retain all right, title and interest in any and all Intellectual Property Rights arising in, out of or in connection with the Services including without limitation in any Deliverables.
6.2. Licence Grant. Bula Partners grants the Client a non-exclusive, non-transferrable, revocable, limited licence during the Term to use the Deliverables solely in relation to its receipt of the Services and/or for such purposes as authorised by Bula Partners. Such licence is at all times conditional upon: (i) the Client paying all Fees to Bula Partners as they fall due; and (ii) the Client’s full compliance with this Agreement. For the avoidance of doubt, the Client may not sub-license, assign or otherwise transfer the rights in the Deliverables or any part of the Services to any other person or entity without Bula Partners’ express prior written consent.
6.3. Client Materials. In relation to the Client Materials, the Client and its licensors own, and shall retain ownership of, all Intellectual Property Rights in the Client Materials:
(a) hereby grants Bula Partners a fully paid-up, non-exclusive, royalty-free, worldwide, transferable licence to copy, modify and use the Client Materials during the Term for any purpose in connection with this Agreement and providing the Services;
(b) warrants that the receipt and use of the Client Materials in the performance of this Agreement by Bula Partners, its agents, subcontractors or consultants does not, and shall not, infringe the rights, including any Intellectual Property Rights, of any third party.
7.1. Any Client Materials supplied to Bula Partners by or on behalf of the Client shall while in the possession of Bula Partners or in transit to or from the Client be deemed to be at the Client’s risk unless otherwise expressly agreed and the Client should insure its property accordingly.
8.1. Disclaimer as to the nature, quality and outcome of Services. Bula Partners makes no representations, warranties or guarantees regarding the Services or that the use of the Services will meet the Client’s requirements or be fit for any particular purpose. The Services are provided by Bula Partners on an “as is” basis and without warranty of any kind, whether express or implied, including without limitation without any warranty, undertaking or guarantee as to merchantability, fitness for a particular purpose, performance, results or the achievement by the Client of any business benefit, profits and/or return on investment from the Services.
8.2. Disclaimer as to specific outcomes. Without limiting the scope of the disclaimer in clause 8.1, and for the purposes of clarity only, the Client expressly acknowledges that Bula Partners provides no warranty, undertaking or guarantee that the Services will (without limitation) and as applicable depending on the nature of the Services:
(a) improve the volume or quality of traffic to the Client’s web sites or online storefronts (including without limitation from any search engines or social media platforms);
(b) generate positive impressions of the Client’s brand, product or services among web users or among other actual or potential customers segments, or boost engagement among such groupings with the Client’s websites and social media profiles;
(c) generate or produce any specified level of return on investment, revenue, sales, leads, orders, downloads, page visits, sign-ups, traffic or similar outcomes;
(d) meet any key performance indicators that the Client may seek to impose upon the Services otherwise than agreed as part of an Order Form;
(e) produce any otherwise particular outcomes or results.
9. LIABILITY
9.1. Scope. References to liability in this clause include every kind of liability arising under or in connection with the Agreement including (without limitation) liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2. Liability that cannot be excluded. Notwithstanding any contrary provision, nothing in these Terms and Conditions is intended to limit any liability in respect of:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any breach of the terms implied by clause 13 of the Supply of Goods and Services Act 1982 (care and skill);
(d) the Client’s indemnity obligations in clause 9.6 of this Agreement.
9.3. No liability for Disclaimed Matters. Under no circumstances will Bula Partners be liable in any way for any direct or indirect losses or damages of any kind incurred by the Client in connection with any of the disclaimed matters described in (without limitation) clause 4.3 and clause 8 of these Terms and Conditions.
9.4. Otherwise liability for direct and indirect losses and damages. Bula Partners’ liability to the Client for any otherwise direct losses or damages under the Agreement shall in no event exceed shall not exceed 100% of the Fees payable by the Client during the 12 months period immediately preceding the breach that gave rise to such losses or damages. In no circumstance shall Bula Partners be liable to the Client for any indirect, incidental, special or consequential damages, including but not limited to any loss of profits, loss of anticipated savings, loss of sales or business, loss of use or corruption of software, data or information or for any indirect or consequential loss howsoever arising.
9.5. Exclusion of express and implied warranties. All warranties, conditions and other terms implied by statute or common law are, unless herein expressly otherwise stated, to the fullest extent permitted by law, excluded from this Terms and Conditions.
9.6. Indemnity. The Client shall hold Bula Partners harmless from, and on demand indemnify Bula Partners and keep Bula Partners indemnified in full from and against, all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Bula Partners, and any sums agreed to in settlement, as a result of, or in connection with:
(a) the Client’s access and use of any Intellectual Property Rights in the Services (including without limitation the Deliverables) otherwise than accordance with this Agreement;
(b) any claim brought against Bula Partners, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, Bula Partners (or its Subcontractors’) receipt or use of the Client Materials in accordance with this Agreement.
(c) any breach by the Client of its confidentiality obligations under clause 15 of these Terms and Conditions;
(d) any breach by the Client of its non-solicitation and non-circumvention obligations under clause 12.2 of these Terms and Conditions. [AS2]
10. DATA PROTECTION
10.1. Privacy Policy. A copy of Bula Partners’ current privacy notice is available at www.wearebula.com/privacy
10.2. Data Processing Agreement. Where relevant to the performance of the Services, the Parties shall agree in writing the terms governing any personal data processing by a Party on behalf of the other Party and any sharing of personal data between the Parties.
11. INSURANCE
11.1. Insurance Policy. The Client shall take out and maintain with reputable insurance firms such insurance policies for such coverage amounts as necessary to underwrite each of their obligations and liabilities under the Agreement.
12. CONFLICTS
12.1. Freedom of Action. Bula Partners does not act exclusively for the Client in the provision of services such as the Services and the Client agrees that Bula Partners may act for other parties whose business interests compete with the Client’s provided that Bula Partners does not disclose the Client’s Confidential Information to any such parties.
12.2. Non-Solicitation & Non-Circumvention. From the Effective Date and for the period ending five (5) years following the termination of this Agreement, the Client shall not, directly or indirectly and whether on its own behalf or on behalf of any third party:
(a) hire, seek to hire or solicit the employment or service of or seek to create a direct or indirect business relationship in any capacity with, any of Bula Partner’s Partners, employees, agents, Subcontractors or consultants (“Bula Staff”);
(b) in any manner attempt to influence or induce any Bula Staff to leave the employment or service of Bula Partners or to provide products or services to the Client otherwise than via Bula Partners.
13. CUSTOMER REMEDIES
13.1. Requirement to notify Bula Partners. Any failure, fault or defect in the provision of the Services must be notified to Bula Partners in writing immediately. Any notification must contain clear information as to the nature and extent of the failure, fault or defect. Bula Partners shall have no liability to the Client in respect of any failure, fault or defect in the provision of the Services for which Client fails to provide a notification in accordance with the provisions of this clause.
13.2. Client Remedies. Upon being correctly notified in accordance with the provisions of clause 13.1, Bula Partners may, at its option and sole discretion and as soon as practicable:-
(a) re-perform the affected element of the Services;
(b) refund a proportionate amount (determined by Bula Partners acting in its discretion) of the Fees; and/or
(c) agree to a reduced Fees on an onward basis;
and Bula Partners shall have no further or additional liability in respect of any failure, fault or defect in respect of the provision of the Services
14. FORCE MAJEURE
14.1. Force Majeure Event. Bula Partners 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 its obligations in relation to the Services if the delay or failure is due to a Force Majeure Event.
15.1. Confidentiality Undertaking. Each Party hereby undertakes not at any time (whether before, during or after the date of the Agreement) to divulge any of the terms of the Agreement or use any information in relation to the other Party’s business or any other information received from the other Party of a confidential or proprietary nature other than for the purposes expressly envisaged by this Agreement, provided that Bula Partners can divulge such information to any party to whom it assigns or transfers all or part of the its rights and/or obligations under this Agreement and as further permitted under clause 15.2. .
15.2. Announcement as Client. Bula Partners is expressly permitted to publicly communicate on a continuous, ongoing basis both during and after the Term on its website, social media account profiles and via other electronic and written media that the Client is or was (as applicable) a customer of Bula Partners. The Client also agrees that Bula Partners may use the Client's name and logo on Bula Partners’ website and in other promotional and marketing material both during and after the Term on a permanent basis.
16.1. Without limitation to other rights and remedies. The express rights of termination provided in this clause 16 are in addition to and shall in no way limit any rights or remedies that either Party may have under the Agreement (including without limitation under clauses 3.2 and 4.11 of these Terms and Conditions), law or equity.
16.2. Termination for convenience. Bula Partners may, at its sole option, terminate the Agreement in whole, or in relation to one or more Services, without cause and without incurring any further liability or obligation to the Client or any other person by giving 14 days’ written notice of termination to the Client.
16.3. Termination for cause. Bula Partners shall have the right to terminate the Agreement in whole, or in relation to one or more Services, immediately for cause by giving written notice to the Client, where
(a) the Client commits a Material Breach of the Agreement and such Material Breach is either (i) not curable within a period of 10 Business Days of the breach or (ii) is curable within such a period but the Client fails to cure it within 10 Business Days of being made aware of its existence; to:
(c) the Client suffers the equivalent or any similar or analogous event in (b) (above) in any jurisdiction; or
(d) the Client threatens to not fulfil its obligations under the Agreement or Bula Partners has reasonable cause to believe that the Client will not fulfil its obligations under the Agreement.
17. ASSIGNMENT
17.1. No Client assignment. The Client may not assign, sub-contract, sub-license or otherwise dispose of any of its rights and/or obligations arising under the Agreement without the prior express written consent of Bula Partners.
17.2. Bula Partners rights of assignment. Bula Partners may assign, sub-contract, sub-license or otherwise dispose of any of its rights and/or obligations arising under the Agreement at any time without notice.
18. WAIVER
18.1. No waiver. No delay in exercising or failure to exercise any of Bula Partners’ rights arising from or in connection with the Agreement shall operate as a waiver or release of that right. Any such waiver or release must be specifically granted in writing signed by Bula Partners.
19. ENTIRE AGREEMENT
19.1. Entire Agreement. The Agreement and any document referred to herein represents the entire Contract between the Parties relating to the sale and purchase of the Services and supersedes all previous agreements, arrangements and understandings between the Parties relating to the sale and purchase of the Services. Bula Partners is not bound by any agreement, representation, or understanding (including without limitation any understandings as to expected number/quantity of targets, return on investments, conversion rates, sales rates etc) that are not documented in writing as part of the Order Form or Terms and Conditions.
20. AMENDMENTS AND VARIATION
20.1. Right to amend contract with notice. During the term of the Agreement, Bula Partners has the right to make changes to the Services and to vary the terms of the Agreement upon providing one (1) week’s written notice in each instance to the Client.
21. SEVERABILITY
21.1. Severability. If any part of the Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required Bula Partners, be severed from the Agreement and shall be ineffective without, as far as is possible, modifying any other provision or part of the Agreement provided that this shall not affect any other provisions of the Agreement which shall remain in full force and effect.
22. THIRD PARTY RIGHTS
22.1. No third party rights. An entity which is not expressly a Party to the Agreement shall have no right under the Agreements (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Agreement.
23. DISPUTES
23.1. LCIA Arbitration. Any dispute arising under or in connection with this Agreement or the provision of the Services must, if unable to be resolved amicably by the Parties within a period of 30 days of it being first brought to attention, be referred for final and binding arbitration to the London Court of International Arbitration (“LCIA”) pursuant to the LCIA arbitration rules in force from time to time (the “LCIA Rules”). The arbitration tribunal shall be constituted in accordance with the LCIA Rules.
23.2. Arbitration outcome is binding. Except in the case of manifest error, the decision of the arbitration tribunal pursuant to a reference under clause 23.1 shall be final and binding on both Parties and the Parties shall comply with such decision provided that (for the avoidance of doubt) the arbitration tribunal shall not have the power to modify the terms of the Agreement.
24. GOVERNING LAW AND JURISDICTION
24.1. England and Wales. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with English and Welsh law and the Parties hereby agree to submit to the exclusive jurisdiction of the courts of England and Wales, save that Bula Partners may elect to bring proceedings in the country where the Client is incorporated.
[AS1]30 days’ invoice dispute period and 7 days payment terms now provided. [AS2]Missing sub-clause added in.