Terms and Conditions for Kingfisher Media Ltd for social media marketing and management services
These Terms and Conditions ("Agreement") govern the provision of social media marketing services by Kingfisher Media Ltd ("Company") to businesses ("Client") for the management of their social media activity. By engaging the services of Kingfisher Media Ltd, the Client agrees to be bound by these terms and conditions.
1 SERVICES PROVIDED
1.1 The Company will provide social media marketing services to the Client, which may include but are not limited to:
a) Developing and implementing social media marketing strategies.
b) Creating and managing social media accounts and profiles.
c) Content creation, including text, images, and videos.
d) Community management, engagement, and responding to user inquiries.
e) Social media advertising and campaigns.
f) Analytics and reporting on social media performance.
1.2 The specific services to be provided will be outlined in a separate agreement or proposal.
2 CLIENT RESPONSIBILITIES
2.1 The Client agrees to provide all necessary information, access, and resources required for the Company to perform the agreed-upon services.
2.2 The Client is responsible for the accuracy and legality of all content provided to the Company for use in social media marketing campaigns.
2.3 The Client shall promptly review and provide feedback on any content, strategies, or deliverables provided by the Company.
3 FEES AND PAYMENT
3.1 For a 12-month social media agreement, the Client acknowledges that by agreeing to book the social media services for the year, they are obligated to make the full 50% upfront payment.
3.2 The Client understands that failure to make the payment after agreeing to book the social media services will not release them from their obligation. The Client will still be liable for the full amount specified for the year, regardless of whether the services have commenced.
3.3 For a quarterly agreement, the Client agrees that payment for the entire quarter will be required upfront prior to the commencement of any work.
3.4 The Client acknowledges that by agreeing to book the social media services for the quarter, they are obligated to make the full upfront payment. Should the Client fail to make the payment after agreeing to book the social media services, they will still be liable for the full amount specified for the quarter.
3.5 Unless otherwise indicated in the separate agreement or invoice, payment terms, including any deposits or recurring payments, shall be within 28 days from the confirmation of the agreement. Payment is required in advance before the commencement of the social media campaign.
3.6 If payment is not received on time, the Company retains the right to suspend or terminate services until the full payment is received. The Company will actively pursue full payment in such cases.
4 INTELLECTUAL PROPERTY
4.1 The Client retains ownership of all intellectual property rights in the content provided to the Company for use in social media marketing campaigns.
4.2 The Company retains ownership of all intellectual property rights in its own materials, including strategies, templates, and other resources developed for the Client.
4.3 The Client grants the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Client's content for the purpose of performing the agreed-upon services.
5 CONFIDENTIALITY
5.1 Both parties agree to keep confidential any proprietary or sensitive information received from the other party, including business strategies, customer data, and trade secrets.
5.2 This confidentiality obligation shall survive the termination of this Agreement.
6 GDPR COMPLIANCE
6.1 The Company acknowledges and agrees to comply with the General Data Protection Regulation (GDPR) in relation to any personal data processed on behalf of the Client.
6.2 The Company will implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data.
6.3 The Company will only process personal data in accordance with the instructions provided by the Client and for the purposes of performing the agreed-upon services.
6.4 The Company will promptly notify the Client in the event of a personal data breach and assist the Client in fulfilling their obligations under the GDPR.
6.5 The Client acknowledges that they are the data controller, and the Company is the data processor for the personal data processed under this Agreement.
6.6 The Client warrants that they have the necessary legal basis for the processing of personal data and will provide any required notices and obtain any necessary consents from data subjects.
7 PROOFS
7.1 The Customer shall supply Kingfisher Media Ltd with copy details for the social media on or before the Final Copy Date. Failure to provide the required information by the specified deadline may result in non-posting of the social media content. In such cases, the Customer agrees to be charged the full rate as specified in the agreed separate order form. The Customer shall remain liable for the full social media charges as laid out in the separate order form.
7.2 It is the responsibility of the Customer to check the proof and notify Kingfisher Media Ltd of any errors within seven days of receiving the proof.
7.3 The Advertiser agrees that if the submitted proof has not been returned to the Publisher within seven days of submission, either signed as approved or accompanied by a letter signifying rejection of the proof, then Kingfisher Media Ltd will be entitled to assume that the proof is correct, and it will be published accordingly without any further liability to Kingfisher Media Ltd.
8 ADVERTISER'S MATERIALS
8.1 The Advertiser agrees to arrange for the delivery and, where appropriate, the return of materials to and from Kingfisher Media Ltd at its own expense, including appropriate transport and insurance costs.
8.2 Kingfisher Media Ltd will take all reasonable precautions to prevent damage to such materials, but it shall not be liable for any loss, damage, or delay in delivery related to these materials, regardless of the cause.
9 TERM AND TERMINATION
9.1 This Agreement shall commence on the date of acceptance by the Client and continue until terminated by either party.
9.2 Either party may terminate this Agreement with written notice if the other party breaches a material provision of this Agreement and fails to remedy the breach within a reasonable period.
9.3 Upon termination, the Client shall pay any outstanding fees owed to the Company for services rendered up to the date of termination.
9.4 At the end of the agreed contract period as per the Company order form, either party must provide seven days' written notice of termination to ian.sinclair@kingfishermedia.co.uk. Failure to provide such notice will result in the contract automatically restarting for the same duration and at the same agreed prices as per the original agreement.
10 LIMITATION OF LIABILITY
10.1 The Company shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to the services provided.
10.2 The total liability of the Company for any claim arising from this Agreement shall not exceed the fees paid by the Client for the specific services giving rise to the claim.
10.3 Nothing in these Conditions shall limit or exclude Kingfisher Media Ltd.’s liability to the Customer for death or personal injury caused by Kingfisher Media Ltd.’s negligence or the negligence of Kingfisher Media Ltd.’s employees, agents, or subcontractors or for fraud or fraudulent misrepresentation.
10.4 Kingfisher Media Ltd.’s total liability to the Customer in respect of all other losses arising from or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount paid by the Customer to Kingfisher Media Ltd under the original Contract.
10.5 The clauses in this section shall continue to have effect once the Contract has terminated.
11 WARRANTY OF COMPLIANCE
11.1 The Customer warrants that the goods or services advertised comply with all statutory and common law requirements applicable thereto from time to time.
11.2 The Customer shall indemnify Kingfisher Media Ltd against any costs, claims, demands, and expenses in relation to or arising from any infringement of statutory or common law requirements by the goods or services advertised.
12 LIABILITY FOR FORCE MAJEURE EVENTS
12.1 Kingfisher Media Ltd shall not be liable to the Customer because of any delay or failure to perform its obligations under this Contract caused by a Force Majeure Event.
12.2 If the Force Majeure Event prevents Kingfisher Media Ltd from providing any of the services for more than six weeks, Kingfisher Media Ltd will have the right to terminate this Contract immediately by giving written notice to the Customer. In such cases, the Customer will only be liable to Kingfisher Media Ltd for the amount of work that Kingfisher Media Ltd had completed before the occurrence of the Force Majeure Event.
13 ENTIRE AGREEMENT
13.1 These Terms and Conditions constitute the entire agreement between the parties and supersede any other terms or agreements, whether oral or written, regarding the subject matter herein.
13.2 The Client acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Kingfisher Media Ltd that is not set out in the Order or this Agreement.
13.3 The terms and conditions set out in this document shall only be varied with the written agreement of Kingfisher Media Ltd and the Client.
14 GOVERNING LAW AND JURISDICTION
14.1 Governing Law: These Business Terms and Conditions, including any disputes or claims arising out of or in connection with these terms, their subject matter, or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England. Any legal actions, suits, or proceedings arising out of or relating to these terms shall be exclusively brought in the courts of England, and the parties hereby submit to the personal jurisdiction of such courts.
15 SEVERABILITY
15.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired.
16 WAIVER
16.1 The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it in the future.
17 RELATIONSHIP OF PARTIES
17.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.
18 NOTICES
18.1 Any notices or communications required or permitted under this Agreement shall be in writing and delivered personally, sent by registered mail, or by email to the addresses provided by the parties.
19 USE OF PERSONAL INFORMATION
19.1 Kingfisher Media Ltd will use the personal information provided by the Customer to provide the services, process payment, and, unless the Customer notifies Kingfisher Media Ltd in writing, for marketing purposes.
19.2 The Customer agrees that Kingfisher Media Ltd may pass such personal information to credit reference agencies, who may keep a record of any search conducted.
19.3 Subject to clause 20.3, Kingfisher Media Ltd will not disclose the Customer's personal data to any other party, except where required to do so by law.
20 ASSIGNMENT
20.1 Kingfisher Media Ltd may transfer its rights and obligations under these terms to another organisation but will notify the Customer in writing if such a transfer occurs. This transfer will not affect the Customer's rights or Kingfisher Media Ltd.’s obligations under these Terms.
20.2 The Customer may only transfer its rights and obligations under these Terms to another person with the written agreement of Kingfisher Media Ltd.
20.3 If Kingfisher Media Ltd needs to contact the Customer, it will do so in writing using the address provided by the Customer in the order. Correspondence may be delivered personally, by first-class post, commercial courier, or, if the Customer has provided the necessary details, by email.
21.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
22.1 Response Disclaimer – The Company acknowledges that it is responsible for managing the social media accounts of the client in accordance with the agreed terms. However, the company does not guarantee a specific response or engagement on social media platforms.
22.2 Best Efforts – The Company agrees to make its best efforts to fulfil its obligations regarding social media management. This includes but is not limited to creating and scheduling content, monitoring social media channels, and responding to user interactions in a timely manner.
22.3 No Guarantees – The Company expressly disclaims any guarantees or assurances regarding the frequency, timing, or effectiveness of responses on social media platforms. The Company cannot guarantee that all messages, comments, or inquiries received on social media will receive a response or that the response will meet the expectations of the client or users.
By engaging the services of Kingfisher Media Ltd, the Client acknowledges and agrees to the terms and conditions outlined above.
