1. Definitions and Interpretation
1.1 Headings in these terms are for ease of use and do not form part of the terms nor effect their interpretation.
1.2 In these terms reference to the masculine, feminine and all neuter genders includes all other genders and reference to the singular include the plural and vice versa.
1.3 These terms are to be governed by English Law.
1.4 In these terms the follow expressions have the following meanings:-
“PushON” means PushON Limited, a company incorporated under the laws of England and Wales (Company Number 5614768) with registered office at PushON Ltd, 5th Floor, The Margolis Building, 37 Turner Street, Manchester, M4 1DW. United Kingdom.
“you” and “your” means the client of PushON described fully in the Schedule to this agreement.
2. PushON’s Responsibilities
2.1 PushON will provide the marketing and/or consultancy services as more fully described in the Contract for Services attached (the “Services”) using reasonable care and skill at all times.
3. Pricing and payment terms
3.1 PushON will provide the Services at the prevailing hourly rates from time to time and/or for the monthly fee or such combination of the two as found in the Project Charges section of the Contract for Services.
3.2 PushON may vary its charge-out rate at any time by prior written notice to you.
3.3 All hourly rates and prices quoted are exclusive of any VAT which is payable in addition.
3.4 Services undertaken by PushON maybe invoiced at any time after PushON has been engaged as agreed by you and PushON.
3.5 Any Additional Expenses to be incurred by PushON on behalf of you as described in the Project Specifications will be invoiced in advance of such expenses being incurred by PushON with payment due prior to such incursion.
3.5 Payment for Services rendered by PushON is due fourteen days from the date of invoice.
3.6 PushON reserves the right to require payment on account for Services and any failure to exercise such right will not prevent PushON exercising it in future.
3.7 PushON reserves the right to suspend its services at any time should any monies due to PushON remain unpaid and PushON will not accept responsibility for any loss arising from delay caused by such suspension.
3.8 If payment is not made by the due date, PushON reserves the right to charge interest from the date of invoice until the date of actual payment at the rate of 8% above the base rate for the time being of the Bank of England plus an administration fee of £100.
3.9 All monies due to PushON must be paid in pounds sterling.
3.10 You have no right of setoff, deduction or counterclaim in respect of any monies owing to PushON.
4. Time for Performance
4.1 Unless expressly agreed to the contrary, time is not of the essence in relation to any contract that is subject to these terms. Where time is made of the essence and the responsibilities of PushON involve dependence upon you taking certain actions, if you do not take those actions within a reasonable time in the circumstances, the period of delay will be added to any period for performance by PushON.
5.1 By the very nature of service provided to you by PushON, PushON will frequently come across confidential information relating to your business and its’ suppliers, clients or customers. PushON therefore agrees to keep all information that may come to its’ attention in relation to your business and its’ suppliers, customers and clients strictly confidential at all times during and after the provision of any services to you for a period of up to five years or such periods as you may be bound to maintain information confidential.
5.2 Clause 5.1 will not apply to any information that is in the public domain otherwise than through breach of clause 5.1 by PushON.
5.3 Where PushON assigns or delegates any responsibilities to you to a third party, PushON will ensure that third party agrees to observe these terms and in particular the provisions of clause 5.1.
5.4 PushON uses certain proprietary documents during the course of its relationship with its clients. Such documents will be notified to you as they are used and will be given the same confidential treatment as we give your confidential information.
6. Termination6.1 Except where a minimum term has been agreed, you may terminate any contract for the services of PushON governed by these terms at any time upon thirty days prior written notice unless PushON is providing you services based upon a monthly retainer in which case you must give two clear months notice.
6.2 Any discounts agreed will become payable in full in the event of early termination of this agreement.
6.3 PushON provides certain services on an annual basis and terminating these services early does not entitle you to a full or partial refund.