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This Agreement for Outsourced Sales & Marketing services is between Corporate Business Solutions Limited T/A LIMIVEX ("Contractor"), and Client, for the performance of the services described in the proposal sent to Client ("Proposal"). The parties, therefore, agree as follows: 

1. DEFINITIONS
As used herein and throughout this Agreement:

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits or schedules hereto.

1.2 Client Content means all materials, information, data, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under UK Copyright Law.

1.4 Deliverables means the services and work product specified in the Proposal to be delivered by the Contractor to Client, in the form and media specified in the Proposal.

1.5 Contractor Tools means all tools developed and/or utilized by Contractor in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.6 Final Work means all content developed, data, compiled or created by Contractor, or commissioned by Contractor, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Contractors’ selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by the Contractor and accepted by Client.

1.8 Preliminary Works means all work including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Contractor and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Deliverables.

1.9 Project means the scope and purpose of the Client’s identified usage of the Contractors' services as described in the Proposal.

1.10 Services means all services and the work product to be provided to Client by the Contractor as described and otherwise further defined in
the Proposal.

1.11 Third Party Materials means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation Software, Data and Illustrations.

1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

1.13 Pausing means when the client places their campaign of services on hold due to an unmanageable workload or other stresses placed on the fulfilment aspect of a Clients' business.

2. PROPOSAL
The terms of the Proposal shall be effective for 12 months after the "Campaign Launch" date following a digital signature by the client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

3. FEES AND CHARGES
3.1 Fees. In consideration of the Services to be performed by Contractor, Client shall pay to Contractor fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value-added taxes, even if calculated or assessed subsequent to the payment schedule.

3.2 Expenses. Client shall pay Contractors expenses incurred in connection with this Agreement although must be agreed in writing before they are incurred.

3.3 Additional Costs. The pricing set out in the Proposal is considered by both parties to be All-Inclusive and no additional costs are to be incurred unless otherwise agreed in writing before the fact.

3.4 Payment Terms. All invoices are issued after payment is received in advance of the services being provided. A service charge of 10% is payable on all overdue balances. Services will be suspended for a maximum of 5 working days once payment has become overdue where a reasonable explanation for late payment has been provided to the contractor which must be issued in writing to the contractor within 24-hours of non-payment.

3.4.a Where neither payment or explanation has been received after 24-hours the client will be considered in default.

3.4.b Where a client defaults after 5-days, the full contract value will become payable. There will be a 15% surcharge applied to the full collectable value to cover costs incurred by the contractor.

3.4.1 The Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. The Contractor reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue balances are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

4. CHANGES & PAUSING
4.1 General Changes. The contractor may extend or modify any delivery schedule or deadlines as may be required.

4.2 Pausing. If Client requests or instructs their campaign is Paused for whatever reason a 5% charge of the monthly service fee shall apply and become payable during the months the campaign is paused and on the dates set out in Schedule A.

4.2.1 Pausing is available to Clients following six months from the date of this agreement and is subject to payment history.

4.2.2 Pausing can be applied for a maximum of two months and up to a total of three months per twelve-month agreement with no less than three months between paused period

4.2.3 Pauses must be requested in writing one whole month before the start of the requested pause.

4.2.4 Payment of fees remain payable during Paused periods and any period which the Client requests as a Paused period will be added on to the end of their agreement as non-chargeable service time 

4.3 Timing and Performance. The contractor will prioritise the resources assigned to the project to maintain the performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The client agrees to review Deliverables within the time identified for such reviews and to promptly either, 

4.3.1.a Approve the Deliverables by default of receipt or

4.3.1.b Provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to the Contractor. The Contractor shall be entitled to request written clarification of any concern, objection or correction.

4.3.2 Client acknowledges and agrees that the Contractor's ability to meet any and all schedules and performance guarantees are partly dependent upon Client’s prompt performance of its obligations to attend fixed and scheduled appointments arranged by the Contractor in accordance with agreed scheduling guidelines and terms (agreed separately) and provide pricing for completing the services of the Client, materials and written approvals and/or instructions pursuant to the Proposal. 

4.3.3 Delays in Client’s performance or Changes in the Services or Deliverables requested by Client may affect the delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Contractor's obligations under this Agreement and may impede the validity of any guarantee offered by the Contractor, at the discretion of the Contractor.

4.4 Testing and Acceptance. The contractor will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Contractor, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Contractor will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

5. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than the Contractor;

(b) coordination of resources, staff, materials to ensure the services of the Contractor are not impeded in any way

(c) provision of schedules, calendars, servicing limitations, and any other information pertinent to the delivery of the Contractors services in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal or other written communication by the Contractor; and

(c) any other responsibility deemed necessary for the Contractor to carry out their responsibilities and in production of deliverables.

6. ACCREDITATION/PROMOTIONS
None of the publications or deliverables shall bear the name of the Contractor. The Contractor is to supply a completely white-labelled service and no accreditation is to be given to the Contractor unless agreed by the Client, in separate PR agreement.

7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

8. RELATIONSHIP OF THE PARTIES
8.1 Independent Contractor. The Contractor is an independent contractor, not an employee of Client or any company affiliated with Client. Contractor shall provide the Services under the general direction of Client, but the Contractor shall determine, in the Contractor's sole discretion, the manner and means by which the Services are accomplished.

8.1.1 This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Contractor and the work product or Deliverables prepared by Contractor shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

8.2 Contractor Agents. The Contractor shall be permitted to engage and/or use third party contractors or other service providers as independent contractors in connection with the Services (“Contractor Agents”). Notwithstanding, the Contractor shall remain fully responsible for such contractor Agents’ compliance with the various terms and conditions of this Agreement.

8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Contractor, employee or Agent of Contractor, whether or not said person has been assigned to perform tasks under this Agreement.

8.3.1 In the event such employment, consultation or work-for-hire event occurs, Client agrees that Contractor shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor.

8.3.1.1 In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date.

8.3.1.2 In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Contractor, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.

8.4 Exclusivity. The parties expressly acknowledge that this Agreement creates an exclusive relationship between the parties. Client is unable to engage others to perform services of the same or similar nature to those provided by Contractor, and Contractor shall be not be entitled to provide similar services to other businesses, agent, entity which offers identical services to the Client operating in the same geographical area, without prior written notice although not where more than three (3) months are remaining on a current Agreement.

9. WARRANTIES AND REPRESENTATIONS
9.1 By Client. Client represents, warrants and covenants to Contractor that

(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,

(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,

(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and

(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

9.2 By Contractor,

(a) Contractor hereby represents, warrants and covenants to Client that Contractor will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) Contractor further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Contractor and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Contractor, Contractor shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Contractor to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Contractor's knowledge, the Final Art provided by Contractor and Contractor's subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Contractor shall be void.

(c) Except for the express representations and warranties stated in this agreement, Contractor makes no warranties whatsoever, Contractor explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

10. INDEMNIFICATION/LIABILITY

10.1 By Client. Client agrees to indemnify, save and hold harmless Contractor from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Contractor shall promptly notify Client in writing of any claim or suit;

(a) Client has sole control of the defence and all related settlement negotiations; and

(b) Contractor provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by the Contractor in providing such assistance.

10.2 By Contractor. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Contractor agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Contractor's representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of Client provided that

(a) Client promptly notifies Contractor in writing of the claim;

(b) Contractor shall have sole control of the defence and all related settlement negotiations; and

(c) Client shall provide Contractor with the assistance, information and authority necessary to perform Contractor's obligations under this section. Notwithstanding the foregoing, Contractor shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Contractor.

10.3 Limitation of Liability. The services and the work product of Contractor are sold "as is." In all circumstances, the maximum liability of Contractor, its directors, officers, employees,  design agents and affiliates ("Contractor Parties"), to client for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Contractor.  In no event shall Contractor be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Contractor, even if Contractor has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

11. TERM AND TERMINATION
11.1 This Agreement shall commence upon the Effective Date and shall remain effective for twelve (12) months.

11.2 This Agreement may be terminated at any time by either party after the first three (3) months effective three (3) months upon notice, or the mutual agreement of the parties, or if any party:

(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or

(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.

11.3 In the event of termination, Contractor shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Contractor or Contractor’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.

11.4 In the event of termination by Client and upon full payment of compensation as provided herein, Contractor grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

11.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

12. GENERAL
12.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Contractor’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement waiver or as a waiver of any other breach.

12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

12.4 Force Majeure. Contractor shall not be deemed in breach of this Agreement if Contractor is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Contractor or any local, national or international law, governmental order or regulation or any other event beyond Contractor’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Contractor shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United Kingdom under the jurisdiction of England and Wales without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through any forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. Client acknowledges that Contractor will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Contractor shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

12.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal and Schedule [A/B/C] below.

By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.

Supplement 1. RIGHTS TO FINAL DATA

1.1 Assignment. Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Contractor hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Data, Pipeline and other such Deliverables agreed upon from time to time. Contractor agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment. Upon default all campaign data will be deleted or sold to a competitor, the contractor may approach regional competitors with a view to promote previously  

Supplement 2: PR & Representation
2.1 The Contractor, at the consent of the Client, may use the Clients brand, digital assets and promotional items to promote the Contractor and the Contractors’ services. The client may also benefit from increased exposure, publicity and advertising

2.2 The Contractor, at the consent of the Client, may represent the Client during networking meetings and other such public events in order to help promote the services of the client.

2.3 The Contractor shall be entitled Sales Consultant, Marketing Consultant, Sales & Marketing Consultant within any external correspondence advertising or such.

2.4 The Contractor shall assume the responsibility of all social media platforms, including profiles, content creation and postings, at the discretion of the contractor and where the Proposal dictates.

Supplement 3: Warranties and Guarantees
3.1 Guarantees. The Contractor applies the following warranties and guarantees

3.1.1 250% ROI Guarantee. The Contractor Guarantees the client a minimum of 2.5 times the service fee by way of newly secured business. This is any new revenue gained through the operation, promotion and services of the Contractor. A New business includes annual contracts or contracts which would reasonably be considered as reoccurring by the Contractor, it is the annual value of this contract which is included in the calculation. 250% ROI is cumulative of the currently serviced period of the Agreement and does not apply until after the first four (4) months. Should the Contractor fail to meet the 250% ROI by the end of the fourth (4th) month, the contractor will continue to work on the campaign without charge or cost to the client. Any late payments will void any ROI guarantee being offered.

3.1.2.A The contractor will continue to work FOC for up to 3-months after the end of the fourth month or until the ROI guarantee is met, once the guarantee is met the client will then be required to pay the agreed monthly fee, back-dated, within 7-days of the new business deal being signed by the new business deal gained by the contractor on behalf of the client. The date this payment is made will become the new 'monthly' date and the contractor will again be granted 4-months from that date in-order to maintain the ROI guarantee or the process of clause 3.1.2.A will begin again. The Client must not be in breach of any of their responsibilities or other terms agreed upon from time to time

3.1.2.B Any application to enforce this guarantee/warranty must be made in writing by the client. The current campaign of services will be placed on-hold and no further services will be provided for a period of 14-days or until a full investigation has been carried out. The Contractor may, at its discretion, choose to withdraw from this Agreement without further notice and effective immediately upon receipt of warranty claim.

4. KPI Performance Guarantee. The Contractor warranties the performance of this Agreement using measurables stipulated within the Proposal. This Guarantee is Cumulative of the currently serviced period and does not apply until after the first three (3) months. Should the contractor fail to meet the KPI Performance Guarantee by the end of the fourth (4th) month, the Client may, at its discretion, choose to withdraw from this agreement if a written improvement notice does not bring about the desired improvements of service.

4.1 Improvement notice. The client may, at its discretion, provide the Contractor with an improvement notice whereby clear points for improvement will be stipulated in writing. A meeting between the Client and the Contractor will be scheduled within five (5) working days from receipt of the improvement notice. A clear plan for improvement will be agreed upon.