Terms and Conditions of Supply

Last updated: April 2017

  1. In these Terms: 

“Agreement” means these terms and where applicable any other document attached to these terms;

“Charge” means the fees payable by the Client for the Services as set out in the Quote;

“Client Content” means all creative or other content and material provided by the Client for use by Impact Digital Marketing in providing the Services;

“Intellectual Property” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), (including but not limited to patents, trademarks, service marks, design rights, copyright, database rights, know-how rights, goodwill, reputation, get-up, logos, plans, models, data, diagrams, specifications, source and object code materials);

“Project” means the provision of Services by Impact Digital Marketing to achieve the instructions provided by the Client as detailed in the Quote;

“Services” means the internet marketing services to be provided by Impact Digital Marketing to the Client pursuant to the agreed Quote and Statement of Works;

“Schedule of Retained Services” means the agreed scope of the Services to be provided by Impact Digital Marketing to the Client under this Agreement.

  1. Supply of Services 

2.1 Impact Digital Marketing shall supply the Services on the terms of this Agreement and those outlined in the Statement of Works. All Services will be supplied with due skill, care and attention.

2.2 If in the course of supplying the Services, and at the express request of the Client, it becomes necessary for Impact Digital Marketing to contract with a third party on behalf of a Client then the Client shall indemnify Impact Digital Marketing against all costs and losses that Impact Digital Marketing incurs in contracting with the third party.

2.3 Where Services are commissioned that do not have an agreed end date these shall be referred to as “Ad-hoc Services”. The contractual period for Ad-hoc Services shall continue at the agreed Charge until either party provides to the other at least 30 days written notice to terminate the Services.

2.4 Services are supplied for a 12 month period and shall be referred to as a “Subscription Services”. Cancellation of Subscription Services is terminable by either party providing to the other at least 90 days written notice before renewal.

2.5 Upon expiry of the initial 12 month period the Service shall continue on a rolling 30 day period. Cancellation of Subscription Services after the initial 12 month period is terminable by either party providing to the other at least 30 days written notice.

2.6 Impact Digital Marketing reserves the right to suspend Services if a Client is undertaking or threatens to undertake any activity which is reasonably deemed by Impact Digital Marketing to be detrimental to Impact Digital Marketing or Impact Digital Marketing’s reputation. No such suspension shall affect the liability of the Client to pay accrued Charges.

2.7 If the performance of any Services hereunder requires the use of any of the Client Content then the Client agrees to provide Impact Digital Marketing promptly with the Client Contents at no charge in such format as Impact Digital Marketing shall reasonable require and the Client shall ensure that such Client Content is accurate in all material respects.

2.8 Impact Digital Marketing’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. To the extent that the Client does not fulfil its obligations under this Agreement, then (without prejudice to Impact Digital Marketing’s rights and remedies) Impact Digital Marketing will be relieved of its obligations to the Client to the extent that Impact Digital Marketing is prevented from performing the Service in accordance with this Agreement and Impact Digital Marketing shall not be liable for any costs, charges or losses sustained by the Client arising from any failure of the Client to fulfil its obligations under this Agreement.

  1. Charges and Payment 

3.1 The Client shall pay Impact Digital Marketing’s invoices for providing the Services within 14 days of the date of the invoice or if that date falls on a public holiday or weekend, the last working day before that date without any set-off, reduction or withholding any sum for any other reason.

3.2 Impact Digital Marketing may require the Client to pay part or all of invoice upfront at their discretion prior to any work taking place.

3.3 Without prejudice to clause 3.2, if any payment is overdue, Impact Digital Marketing may charge the Client interest in respect of any amount overdue at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. Impact Digital Marketing may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 Impact Digital Marketing reserves the right to apply a handling charge of 15% to goods or services purchased from third parties on the Client’s behalf. Impact Digital Marketing reserves the right to apply an administrative charge for services or media purchased from third parties on the Client’s behalf. No such purchases will be made without the Client’s prior approval.

3.5 Impact Digital Marketing will not be obliged to make payment to intermediaries unless it has received cleared funds from the Client in advance of the payment date. The Client shall indemnify Impact Digital Marketing in respect of any reasonably proven fees, late payment charges, penalties and interest incurred by Impact Digital Marketing as a result of the Client’s late or non-payment.

3.6 If the Client receives an invoice from Impact Digital Marketing which it reasonably believes includes a sum which is not valid and properly due:

3.6.1 The Client shall notify Impact Digital Marketing within 14 days after the date of receipt by the Client of the relevant invoice of any disputed items and shall as soon as reasonably practicable after it has so notified Impact Digital Marketing and described in reasonable detail the Client’s reasons for disputing each item;

3.6.2 the Client’s failure to pay the disputed Charges shall not be deemed to be a breach of this Agreement;

3.6.3 the Client shall pay the balance of the invoice which is not in dispute by the due date for payment of the invoice in accordance with clause 3.1;

3.6.4 The Client and Impact Digital Marketing shall use all reasonable endeavours to resolve the dispute in a timely manner and;

3.6.5 To the extent that the Client is obliged, following resolution of the dispute, to pay an amount, then the Impact Digital Marketing may charge interest in accordance with clause 3.3 from the original due date for payment of the invoice in accordance with clause 3.1 until the date of payment;

3.7 should all or part of the disputed amount over 14 days subsequently be agreed or found as being due then that amount (plus interest pursuant to Clause 3.3 from the date the sum would have been due if it had not been disputed) shall be paid within 14 of such agreement or termination.3.6 Without prejudice to clause 3.2 or 3.3, where any invoice is not paid within 14 days or if the Client is in default of any other obligation until any such non-payment or default is rectified. Impact Digital Marketing may suspend all Services. The full Charge for the Services shall remain payable and interest shall continue to accrue. An administrative fee of £75.00 shall also be payable before Services shall be resumed.

3.8 All Charges are exclusive of VAT and any other relevant taxes, which will be added at the prevailing rate.

3.9 Where provision of the Services requires Impact Digital Marketing incurring third party costs or charges, if any budget changes are required from those specified in the scheduled payment dates then a written instruction to vary the budget must be provided by the Client.

3.10 The Client agrees to indemnify Impact Digital Marketing in respect of all reasonable legal fees incurred by Impact Digital Marketing in attempting to recover payment of overdue invoices.

3.11 Unless specifically stated in the Quote, the Charge will not include ancillary expenses such as travel costs incurred at the client’s request. Impact Digital Marketing will always advise a client of ancillary costs prior to incurring them.

3.12 Where the Customer terminates this Agreement pursuant to clause 16, any repayments or arrears shall be calculated pro-rata up to the date of actual termination.

3.13 If the Client requests, and Impact Digital Marketing agrees, to supply Ad-Hoc Services after referred to under Clause 2.3, Impact Digital Marketing shall be entitled to charge for such services at its Ad Hoc Service rates then in effect.  Invoices for this work will be raised monthly, and the Customer shall pay such invoices within fourteen 14 days of the date of the invoice.

3.14 Impact Digital Marketing shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Client pursuant to this Agreement. Such records as relate to each invoice sent to the Client for the Charges shall be provided to the Client with the relevant invoice and, in accordance with generally accepted accounting principles applied on a consistent basis, shall be retained for inspection by the Client for a minimum period of seven years (unless a longer period is required by law or regulation in which case such longer period will be deemed to apply) following the end of the Term.

3.15 Clients with a UK bank account that wish to pay by Direct Debit for the first time can do so by contacting the finance team. Clients can renew by paying for the whole year in advance, in which case if you pay by Direct Debit, your payment will be deducted on or around your renewal date. You can also make monthly or quarterly payments by Direct Debit.

3.15.1 Annual Direct Debit: the total amount will be collected on or immediately after your renewal date

3.15.2 Monthly/quarterly Direct Debit: if you choose to pay by monthly or quarterly Direct Debit installments,

3.16 Receipts can be sent to Clients once the payment for their fees has been received and processed.

  1. Domain Names 

Where the Client requests that Impact Digital Marketing register a domain name(s) as part of the Services, Impact Digital Marketing does not accept responsibility for renewal of the domain name(s), or any liability in the event of the Clients failing to renew the domain name.

  1. Design Services 

Where provision of the Services involves creative work to be undertaken, the Client’s written approval is required to sign off the creative work. The Client can make minor changes to draft creative produced by Impact Digital Marketing once. If non minor changes or additional changes are required beyond one revision, then Impact Digital Marketing shall charge for the additional time required at its then prevailing charge out rate. Impact Digital Marketing shall have the sole discretion to determine what constitutes “major” changes.

  1. Confidentiality 

6.1 Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, its clients, customers, businesses, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

6.2 Confidential Information shall include details of Impact Digital Marketing’s fees, commission rates, together with any document marked “Confidential” and any information which the recipient has been informed is confidential or which it ought reasonably to expect the other party would regard as confidential.

6.3 Confidential Information shall exclude information which: (i) at the time of receipt by the recipient is in the public domain; (ii) subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents; (iii) is lawfully received by the recipient from a third party on an unrestricted basis; and/or (iv) is already known to the recipient before receipt hereunder.

6.4 Each of the parties undertake to use reasonable endeavours to maintain the confidentiality of the other party’s Confidential Information at all times and to keep the other party’s Confidential Information secure and protected against theft, damage, loss or unauthorised access. Neither party shall at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations hereunder.

6.5 Neither party shall be in breach of this clause if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

6.6 The terms of and obligations imposed by this clause shall survive the termination of this Agreement for any reason.

  1. Media Buying Charges 

7.1 Any advertising media required in the provision of the Services shall be bought at competitive rates by Impact Digital Marketing.

7.2 Impact Digital Marketing reserves the right to use third-party media buyers when providing the Services.

  1. Affiliate Marketing 

8.1 Where Impact Digital Marketing manages an affiliate marketing campaign it shall use all reasonable endeavours to ensure that suitable affiliates are engaged but Impact Digital Marketing shall not be responsible for the actions or conduct of such affiliates.

8.2 Where a budget for an affiliate marketing campaign is agreed, Impact Digital Marketing shall use reasonable efforts to remain within that budget however the Client acknowledges the logistical difficulties in keeping within such a budget given the service involved. As such, the Client shall remain liable for all reasonable costs accrued, including those outside of the agreed budget.

8.3 The nature of affiliate marketing is such that even when a campaign has ended there will be continued costs associated with our affiliate networks tracking sales for the life of the cookie associated with the campaign. The Client will be liable for all costs accrued until all cookies created by the campaign have expired.

  1. Pay Per Click Management 

9.1 Where Impact Digital Marketing takes over the management or administration of a Client’s search engine pay per click account the account and its contents will remain the property of the Client. The Client shall be responsible for funding and maintaining the active status of the accounts and shall supply Impact Digital Marketing with up to date access details.

9.2 Where Impact Digital Marketing sets up or funds a pay per click account and the account is created within Impact Digital Marketing’s’ Client Centre then the account will belong to Impact Digital Marketing. If the Client terminates the management service then Impact Digital Marketing shall supply to the Client a copy of the keywords and adverts that were contained in the account so that the Client can set up their own new account.

9.3 Without prejudice to Impact Digital Marketing’s other rights, where Impact Digital Marketing funds a Client’s pay per click charges and invoices these to the Client in arrears and an invoice remains outstanding after 7 days, Impact Digital Marketing may suspend the pay per click account until the invoice has been paid. Where invoices are not paid within 30 days of the due date, Impact Digital Marketing shall be entitled to charge an additional 8% of the outstanding amount as an administrative fee.

  1. Search Engine Optimisation 

10.1 No warranty can be given as to the results that can be achieved with search engine optimisation due to the fact that changes in search engine algorithms can affect a website’s ranking position without warning.

10.2 Impact Digital Marketing observes best practice at all times in providing search engine optimisation services.

10.3 Where search engine optimisation forms part of a Retained Service and the retainer is terminated Impact Digital Marketing shall be entitled to remove all links that have been placed on websites belonging to Impact Digital Marketing.

  1. Warranties 

11.1 The Client represents, warrants and undertakes that the Client Contents used in or in connection with this Agreement: (i) will not infringe any intellectual property rights of a third party; (ii) will not libel, defame, cause injury to, invade the privacy of or otherwise violate the rights of any other person; and (iii) will not be otherwise unlawful or contrary to any relevant regulatory code, and will comply with all applicable laws and advertising regulations issued, made or given by any advertising regulator.

11.2 Impact Digital Marketing warrants that all Services shall be supplied with appropriate skill and care.

11.3 The Client represents, warrants and undertakes that:

11.3.1 it shall review all materials prepared by Impact Digital Marketing under this Agreement to confirm that descriptions and representations, direct or implied, with respect to the Client’s organisation, products and services are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines. The Client shall furnish Impact Digital Marketing with adequate substantiation and suitable objective factual information and other data for all such descriptions or representations as Impact Digital Marketing may reasonably request to enable Impact Digital Marketing to deal with any legal or other regulatory complaints raised in relation to the advertising materials produced hereunder;

11.3.2 it shall be responsible for the final decision to use any trade mark or other Intellectual Property Rights contained in or used independent of any work product created by Impact Digital Marketing based on its independent evaluation of the scope and level of trade mark and other investigations the Client deems appropriate or which it instructs Impact Digital Marketing to carry out on its behalf (and at its cost);

11.3.3 the Client shall remain solely liable during the Term and thereafter for all claims brought by sellers or users of the Client’s products or services and/or those parties with whom the Client has a contractual or supplier relationship, regarding any matters; and

11.3.4 it shall comply strictly with all usage limitations notified to it by Impact Digital Marketing which may apply to any third party materials incorporated into the Services and shall procure that all affiliates and any agents, sub-contractors and other third parties acting on behalf of the Client shall also comply strictly with all such usage limitations.

11.4 Except as expressly provided in this Agreement, each party expressly disclaims any further representations, warranties, conditions or other terms, express or implied by statute.

11.5 The Client shall defend, indemnify and hold Impact Digital Marketing harmless from and against any and all losses which may be incurred by Impact Digital Marketing as the result of any claim, suit or proceeding brought or threatened against Impact Digital Marketing which directly arises from:

11.5.1 any infringement of third party rights, including but not limited to Intellectual Property Rights, resulting from Impact Digital Marketing’s performance of the Services in accordance with the Client’s instructions or Impact Digital Marketing’s use of any Client Content, including third party applications, and where legal risks were notified to the Client by Impact Digital Marketing and the Client directed Impact Digital Marketing to proceed with the Services as instructed in spite of such notified risks; or

11.5.2 any breach or non-performance by the Client of any of the warranties contained in this clause.

11.6 Where email marketing is included within the Services the Client shall be responsible for ensuring that all email lists supplied to Impact Digital Marketing shall only include opt in email addresses and that sending emails to such individuals shall be in compliance with all applicable laws including data protection legislation. The Client shall indemnify Impact Digital Marketing against any liability arising as a result of issuing email marketing to email addresses supplied by the Client.

11.7 Where search engine optimisation is included within the Services, Impact Digital Marketing excludes any warranty as to the long term effectiveness of such Services. The Client acknowledges that search engines regularly change the way that they rank a website and no guarantee as to search engine position is given by Impact Digital Marketing.

  1. Data Protection

12.1 Each party shall ensure that in the performance of its obligations under this Agreement it will at all times comply with the Data Protection Act 1998.

12.2 In so far as Impact Digital Marketing processes any Personal Data (including name, postal address, email address, mobile/telephone details, and other contact or personal details) relating to Clients which is acquired or collected by Impact Digital Marketing, in connection with this Agreement, Impact Digital Marketing shall:

12.2.1 process the Personal Data on behalf of the Client (or, if so directed by the Client, an Affiliate or Affiliates of the Client), only for the purposes of performing this Agreement and only in accordance with instructions contained in this Agreement or provided to Impact Digital Marketing by the Client from time to time;

12.2.2 not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by the Client;

12.2.3 at all times comply with the provisions of the Seventh Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 and implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

12.2.4 ensure that only those of Impact Digital Marketing Personnel who need to have access to the Personal Data are granted access to such data and only for the purposes of the performance of this Agreement and ensure that all of Impact Digital Marketing Personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in clause 6 and this clause 12;

12.2.5 obtain prior written consent from the Client before transferring Personal Data to any third party and, if such consent is given, include in all contracts with such third party provisions in favour of the Client which are equivalent to those in this clause 12 and enforce these obligations at the Client’s request;

12.2.6 not publish, disclose or divulge any of the Personal Data to any third party (including the Data Subject) unless directed to do so in writing by the Client;

12.2.7 notify the Client within five Business Days if it:

12.2.7.1 becomes aware of any breach of this clause 12 by it or its third party;

12.2.7.2 receives a request from a Data Subject to have access to that person’s Personal Data;

12.2.7.3 receives a complaint or request relating directly or indirectly to the processing of any Personal Data in connection with this Agreement; and

12.2.7.4 receives any other communication relating directly or indirectly to the processing of any Personal Data in connection with this Agreement;

12.3 The Client acknowledges that any data transmitted over the Internet cannot be guaranteed to be free from the risk of interception even if transmitted in encrypted form and that Impact Digital Marketing has no liability for the loss, corruption or interception of any such data.

  1. Liability

13.1 Nothing in this Agreement shall exclude or limit either party’s liability for:

13.1.1 fraud or deceit;

13.1.2 personal injury or death caused by the negligence of either party or its Personnel;

13.1.3 any warranty as to title or quiet possession implied by statute.

13.1.4 For any matter which it would be unlawful for such party to exclude or attempt to exclude its liability.

13.2 Impact Digital Marketing shall have no liability to the Client arising out of any act or omission of any third party provider, or fault or failure of their equipment.

13.3 Impact Digital Marketing‘s entire liability in respect of any claim shall be limited to the extent that its aggregate liability in respect of all causes of action arising out or in connection with this Agreement or its subject matter (whether for breach of contract, in negligence or any other tort, under statute or otherwise at all), shall be limited to the repayment of the Charges actually paid by the Client to Impact Digital Marketing in respect of these services supplied by Impact Digital Marketing directly and to which the liability relates. Where the liability relates to ongoing services the liability shall be capped at the total Service Charge costs in respect of Services delivered directly by Impact Digital Marketing in the preceding 12 months from the date any cause of action arose.

13.4 Impact Digital Marketing shall not be liable for any claim arising under this Agreement unless it has received written notice of the claim within six months of the Customer becoming aware of the circumstances giving rise to the claim or, if earlier, six months from the date the Customer ought reasonably to have become aware of the circumstances.

13.5 Neither party shall be liable to the other for:

13.5.1 any indirect or consequential loss or damage at all; or

13.5.2 any loss of business, capital, profit, anticipated savings, reputation or goodwill, arising out of or in connection with this Agreement or its subject matter.

13.6 Without prejudice to clause 13.1-13.5 (inclusive), Impact Digital Marketing shall not be liable to the Client (whether for breach of contract, in negligence or any other tort, under statute or otherwise at all) for any loss or corruption of data arising out of the Client’s failure to maintain adequate back-up copies of any such data, having regard to the nature of the data and the risk and expense to be incurred arising out of the loss or corruption of any such data.

  1. Intellectual Property 

14.1 The Intellectual Property in anything provided by the Client for a Project shall remain the Client’s. All Intellectual Property arising as a result of the provision of the Services shall vest with the Client on payment of the Charges.

14.2 Any pre-existing Intellectual Property belonging to Impact Digital Marketing but used in the supply of the Services shall remain with Impact Digital Marketing.

14.3 Nothing in this Agreement shall be taken to prevent Impact Digital Marketing from using any expertise acquired or developed during the performance of this Agreement in the provision of services for other companies or on its own behalf.

  1. Delays 

Any time given for completion of work is given in good faith but is not guaranteed. The Supplier shall not be responsible for any delay in completion of the work or for the consequences of any such delay unless it arises from negligence, wilful acts or omissions.

  1. Term and Termination 

16.1 The contract shall continue for a period as detailed in clause 2.3 and 2.4.

16.2 Either party may terminate this Agreement with immediate effect upon giving 90 days written notice before renewal or 30 days written notice after the initial 12 month period to the other if:

16.2.1 the other commits a material breach of this Agreement which is not remediable or, if capable of remedy, has not been remedied within 14 days of written notice to do so from the party not in breach;

16.2.2 the other party enters into voluntary or involuntary liquidation (excluding any reconstruction, reorganisation or amalgamation);

16.2.3 the other enters into, or resolves to enter into, an arrangement, composition or compromise with, or assignment for the benefit of its creditors generally, or any class of creditors or proceedings are commenced to sanction such an arrangement, composition or compromise;

16.2.4 an order is made or a resolution is passed for the winding up or dissolution of the other party; or

16.2.5 a provisional liquidator or similar officer is appointed in respect of the whole or any part of the assets or undertaking of the other party.

16.2.6 Impact Digital Marketing fail to meet service levels as set out under the Services Schedule for three consecutive months or four months in any six month period.

16.3 If notice to terminate this Agreement is given by the Client less than the applicable 90 or 30 days the Client shall remain liable to pay the Impact Digital Marketing the contract charge due for the remaining term of the Agreement and such payment shall become immediately due and payable.

16.4 During any period of notice of termination all provisions of this Agreement shall continue to apply.

  1. Entire Agreement 

This Agreement, and any documents attached to it, set out the entire agreement between the parties and supersede all previous agreements, or arrangements relating to Impact Digital Marketing’s supply of the Services.

  1. Force Majeure

18.1 A party will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it:

18.1.1 promptly notifies the other of the Force Majeure event and its expected duration, and

18.1.2 uses reasonable endeavours to minimise the effects of that event.

18.2 If, due to Force Majeure, a party:

18.2.1.is unable to perform a material obligation, or

18.2.2 is delayed in or prevented from performing its obligations for a continuous period of more than 90 days, the other party may, within a further 30 days terminate this Agreement on notice, otherwise this Agreement shall continue in full force and effect.

18.3 Force Majeure shall not relieve Impact Digital Marketing from its business continuity obligations under this Agreement.

  1. Website Compliance 

19.1 Impact Digital Marketing may provide guidance as to the compliance by the Client with any laws or regulations, including but not limited to the Electronic Commerce Regulations 2002; The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, Distance Selling Regulations 2000 and Equality Act 2010, but the Client must seek its own legal professional advice in respect of the Project and/or the Client website.

19.2 Impact Digital Marketing shall not be held liable by the Client for failure of the Project and/or Client Website to comply with any legislation anywhere in the world.

  1. Severance 

If any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

  1. Notices 

All notices given under this Agreement shall be in writing and shall be delivered by pre-paid first class post or hand delivered or emailed to rsedgwick@impact-dm.com. Notices sent by post will be deemed to be served two working days following posting, notices hand delivered will be deemed served on the day of delivery. All notices shall be sent for the attention of the person, at the address specified in this Agreement.

  1. Waiver

22.1 Any rights, powers or remedies conferred upon a party by this Agreement shall be in addition to and without prejudice to all other rights, powers and remedies available to the party under general law (except as expressly excluded in this Agreement).

22.2 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

  1. Third Parties 

23.1 Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, in favour of any person other than the parties to this Agreement.

23.2 Either party may use sub-contractors to provide any of their services and/or their obligations pursuant to this Agreement provided that the parties remain responsible for their acts, omissions and defaults of their sub-contractors.

  1. Non Solicitation 

24.1 The Client and Impact Digital Marketing shall, during the term of this Agreement and for a period of 12 months after the date of this Agreement ends howsoever caused, whether by its own actions or those of its agents, directly solicit or entice away or endeavour to solicit or entice away from the other party any employee of the other party who is or was engaged in the provision of the Services under this Agreement.

24.2 Each party acknowledges that a breach by it of the provisions of clause 24.1 will require the expenditure of time and expense by the other party in replacing any such employee for which the other is entitled to recover, as liquidated damages, an amount equal to the gross basic annual salary, as at the time of the breach, of the employee concerned.  This provision shall be without prejudice to the other party’s right to seek injunctive relief.

  1. Variation of Services 

If at any time the Client wishes to amend any aspect of the implementation of the Project, the Client shall provide Impact Digital Marketing with written details together with such further information as Impact Digital Marketing may request in order to assess the proposed amendments. Impact Digital Marketing will then advise the Client of the impact that the changes will have on the Charges and the timescale for delivery.

  1. Publicity 

All media releases, public announcements and public disclosure by either party relating to the Services shall be co-ordinated with the other party and approved jointly by the parties prior to release.

  1. Governing Law 

This 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 by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).