In this Agreement, “Agent Extra” refers to AGENT EXTRA LTD a company incorporated and registered in England and Wales with company number 10255955 whose registered office is at 29 Marcia Road, London, SE1 5XE
These are the standard membership terms which set out the basis upon which we “Agent Extra” will provide “Services” for you “The Customer”, unless they are specifically amended in writing by mutual agreement.
Any Service received by you from Agent Extra is subject to these terms of business You agree for Agent Extra to act for you in the context of the service you have signed up for. Our services include; Google Ads, Facebook Ads, Client Services (outbound telemarketing), Social Media Management & Web Design / Development
You agree to serve notice in writing or email 30 days prior to when you wish to cease service from Agent Extra unless otherwise agreed in writing after the first month.
EFFECTIVE DATE
The Effective Date of this Agreement is the date you agree to our terms. Your subscription begins on this date and will continue for a minimum period of 3 months. After this initial period, either party may terminate the agreement by providing one full working month’s notice, which must be served and fulfilled in writing.
IN AGREEMENT of the above, this Agreement has been entered into on the date stated above.
SCHEDULE 1 – TERMS AND CONDITIONS
- INTERPRETATION
1.1. The definitions in this clause apply in this Agreement.
Authorised Branch: an individual Branch for which you have purchased a Branch Subscription.
Branch: an individual branch office operated by you.
Branch Subscription: a non-transferable subscription purchased by you, which entitles Authorised Users at an Authorised Branch to access and use the Services in accordance with this Agreement.
Confidential Information: proprietary or confidential information that is either clearly labelled or identified as such or, by its nature or the nature of its disclosure, should reasonably be considered confidential.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, Monday to Friday (excluding bank holidays).
Renewal Period: the subscription is on a monthly renewal until notice is given.
Services: Marketing and Lead Generation Services as signed up for via our online signup form.
1.2. In this Agreement, a reference to writing or written includes e-mails. - ACCESS TO THE SERVICES
2.1. Re Facebook Ads; Subject to the terms and conditions of this Agreement, you will grant Authorised Users access to use Facebook during the Subscription Term solely for your internal business operations. - CHARGES AND PAYMENT
3.1. We shall invoice in advance for the current month
3.2. You shall set up payment with our chosen payment provider, GoCardless / Stripe, prior to our campaign going live.
3.3 If we have not received payment within 7 days after the due date, then without prejudice to any other rights and remedies, we may:
(a) Without liability to you, suspend or disable your access to all or part of the Services until the invoice(s) are fully settled; and/or
(b) Allow existing ads to continue running but cease all further campaign optimisation or management from Agent Extra.
Additionally, any delay exceeding 14 days from the due date shall incur a late payment fee of £50 plus interest at 7% per month on the outstanding balance. If the outstanding amount is not cleared within 30 days, Agent Extra reserves the right to terminate this Agreement immediately and seek recovery of all outstanding fees.
3.4 Re: Facebook ads: A fee of £250 + outstanding Facebook Ad costs + VAT + Accumulated interest at 7% per month is payable should you leave Agent Extra’s services with outstanding Facebook Ad spend which is not paid within 7 days of ceasing to use Agent Extras services.
3.5 All amounts and fees stated or referred to in this Agreement are non-refundable and exclusive of applicable VAT.
ADDITIONAL BRANCH SUBSCRIPTIONS
If you wish to purchase additional Branch Subscriptions, you need to make a request to us, in writing or email, identifying the relevant new Branch(es). If agreed, we shall extend the Services to the ne. Branch(es) and invoice you for the additional Branch Subscriptions (pro-rated if necessary for the initial month). Any additional branches will be added under this existing agreement and subject to the same terms and conditions as outlined herein.
AGENT EXTRA’s OBLIGATIONS
We shall not be liable for any non-Availability of the Services which is caused by (i) unauthorised use of the Services or (ii) any delays, delivery failures, or any other loss or damage resulting from the transfer of data over public communications networks and facilities. If the Services are otherwise unavailable, we will, at our expense, as the your sole and exclusive remedy, use all reasonable endeavours to resume availability.
In any event, we do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information you obtain through the Services will meet your requirements, and you assume sole responsibility for the results obtained, and conclusions drawn, from your use of the Services. - CUSTOMER’S OBLIGATIONS
You shall:
4.1 provide us with security access information and configuration services and any other necessary information, cooperation and timely decisions, to allow us to provide the Services. If we have made a reasonable effort to contact you when your cooperation or decisions are required, but you fail to provide this in a timely manner, we are not liable for any failure to supply the Services agreed upon; we ensure that we, as the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for breach of this Agreement;
4.2 not, and shall procure that we shall not,
4.3 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
4.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or make the Services available to any third party except the Authorised Users. We reserve the right, without liability to you and without prejudice to our other rights, to disable your access to the Services immediately should we have reason to believe that you are in breach of any of the warranties or obligations above. - PROPRIETARY RIGHTS
We acknowledge and agree that you and/or your licensors own all intellectual property rights and know-how. Except as expressly stated herein, this Agreement does not grant us any rights to, or in, any patents, copyright, database right, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services. - CONFIDENTIALITY
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information:
6.1 Each party agrees to maintain the confidentiality of any proprietary or sensitive information disclosed by the other party during the term of this Agreement. Neither party shall disclose such information to any third party without prior written consent, unless required by law. Any breach of this clause will be considered a Material Breach, subject to immediate termination of the Agreement.
6.1.1 that was in the other party’s lawful possession before the disclosure;
6.1.2 that is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
6.1.3 that is independently developed by the receiving party, which independent development can be shown by written evidence; or
6.1.4 to the extent that it is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
This clause shall survive termination of this Agreement, however, arising. - LIMITATION OF LIABILITY
This clause sets out the entire financial liability of each party to the other arising under or in connection with this Agreement or the Services or any part of them, including in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
Nothing in this Agreement excludes the liability of either party for death or personal injury caused by that party’s negligence, breach of the confidentiality provisions of this Agreement or infringement of the other party’s intellectual property rights or for Subscription Fees due and owing; or for fraud or fraudulent misrepresentation. Neither party shall be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any loss of profits. - TERM AND TERMINATION
8.1 business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
8.2 Each party’s total aggregate 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 be limited to the total Subscription Fees paid or payable for the Branch Subscriptions during the six months immediately preceding the date on which the claim arose.
8.3 This Agreement shall commence on the Effective Date and, unless otherwise terminated as provided in this clause, shall continue uninterrupted.
8.4 Without limiting its other rights or remedies, either party may terminate the Agreement by giving written notice to the other party:
8.5 After the initial 3-month period from the effective date, either party may terminate this Agreement by giving at least one full working month’s notice in writing prior to the start of the final month. For example, if the renewal service date is the 1st of the month, a full working month’s notice must be exercised before the 1st day of the final month, thus giving complete notice in advance. Notice given after the initial 3-month period of this agreement will be subject to the following clauses.
8.6 If the other party commits any Material Breach of this Agreement, and such breach is either persistent or cannot be remedied, or (in the case of a breach which can be remedied) fails to remedy it within 30 days after receipt of formal written notice, this Agreement may be terminated. For this Agreement, Material Breach includes but is not limited to:
• Failure to pay subscription fees or outstanding amounts.
• Unauthorised sharing or use of confidential information.
• Any action that disrupts the ability to provide the Services agreed upon.
• Repeated infringement of the terms of use or intellectual property clauses.
; or
8.7 if the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or pass a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enter into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business. On termination of this agreement for any reason:
8.8 all rights to use or access the Services granted under this Agreement shall immediately terminate;
8.9 each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
8.10 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced. - GENERAL
9.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by
law shall constitute a waiver of that or any other right or remedy.
No party will be liable for any delay in performing its obligations caused by circumstances beyond its reasonable control and the party affected will be entitled to a reasonable extension of time for the performance of its obligations.
If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
This Agreement constitutes the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any prior undertaking, promise, assurance, statement, representation, or warranty of the other party. Neither party shall, without the prior written consent of the other party, assign all or any of its rights or obligations under this Agreement. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to bind the other in any way.
This Agreement does not confer any rights on and is not enforceable by any person other than the parties to this Agreement and, where applicable, their successors and permitted assigns.
9.2 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery).
A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. This Agreement shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement
9.3 Agent Extra reserves the right to amend the terms of this Agreement upon providing 30 days’ notice to the Customer. Any amendments will automatically become part of this Agreement unless the Customer provides a formal written objection within the notice period. In the event of such an objection, either party may terminate the agreement with a full month’s notice.
