Catalyst PPC Contract Terms
THIS AGREEMENT is made on the date of the form submission from this page (“Commencement Date”)
Catalyst Marketing Agency Ltd whose registered number is 07413227 (“Catalyst”) with its principal place of business at Assay Studios, 141 Newhall Street, Birmingham, B3 1SF and
The business who submitted the form on this page. (‘Client’)
Submission of the form on this page, confirms the client agrees to the terms and conditions set out in this contract.
DEFINITIONS AND INTERPRETATIONS
In this Agreement the following words shall have the following meanings:
Means this agreement and all schedules and annexes hereto.
The PPC plans produced by Catalyst and agreed by the Client.
Means the company Catalyst Marketing Agency who are providing PPC services for the Client
Means the person and / or business that has engaged with Catalyst for PPC services
Has the meaning given in clause 10.
The Customer(s) who purchase the Client’s product and / or service
Means any personal data relating to any of the Client’s customers (including suppliers) or any other individual provided by the Client.
“Data Protection Legislation”
Means all legislation and / or guidance relating to the protection and processing of personal data including but not limited to the Data Protection Act 1988; the EU’s General Data Protection Regulation (2016/679/EC); and Directives including all law and regulations implementing or made under them, any amendment or re-enactment of them and all guidance and codes of practice issued by applicable regulatory bodies.
All PPC strategy, creative, copy, and/or other materials created or produced by or on behalf of Catalyst for the Client in the course of providing the Services.
Means the party disclosing any Confidential Information.
The expenses for the Services, which have been approved by the Client.
The fees for the Services, as set out in Schedule 1, Part 1.
Means rights relating to patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and Intellectual Property means any one of the Intellectual Property rights.
Means the Client’s products and or services offered to its Customers
Means the party receiving any Confidential Information.
Means the sales and marketing services and Campaign plans provided by Catalyst.
Means a person, agency, or other body contracted by Catalyst and who processes personal data.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4 Use of the singular includes the plural and vice versa.
1.0 APPOINTMENT OF AGENCY
1.1 This Agreement is a framework agreement under which the Client may request Catalyst to use its reasonable commercial endeavours to provide to the Client, PPC Services as agreed
1.2 Catalyst is appointed on a non-exclusive basis and the Client is free to appoint other providers of the Services set out in clause 1.1.
2.0 PERFORMANCE OF THE SERVICES
2.1 In consideration for the payment of the Fees by the Client, Catalyst shall perform the Services, to the Client.
2.2 Without limiting any other obligations of Catalyst under this Agreement, Catalyst shall, and shall procure that each of its staff shall, perform its Services in a professional manner, in accordance with:
- best industry practice, using all due skill, care and diligence
- the Client’s Brand Guidelines and the Client’s Marketing Policies (as applicable); and
- reasonable written instructions of the Client from time to time
2.3 Catalyst shall ensure that, at all times while this Agreement is in force, it holds all permits, licences and authorisations necessary to supply the Services and to enable it to comply with its other obligations under this Agreement.
2.4 Catalyst will allocate sufficient staff with suitable experience, seniority and qualifications to perform the Services.
2.5 Catalyst shall cooperate with any third parties that the Client may nominate for the purposes of performing the Services, and shall work with the Client’s nominated suppliers efficiently and in good faith.
3. 0 THE CLIENT’S OBLIGATIONS
3.1. The Client will give clear and concise instructions and, in respect of matters important to the Client, these must be confirmed in writing.
3.2 The Client shall cooperate with Catalyst and shall provide to Catalyst, at Catalyst’s request, such information concerning the Client’s requirements in respect of the Services as is reasonably necessary to enable Catalyst to perform the Services.
3.3 Unless a specific time frame for the Client’s response is specified, the Client shall respond reasonably promptly to any request by Catalyst for information or approval.
3.4 The Client will pay in full, via Direct Debit. In default Catalyst reserves the right to charge interest from the invoice date at the rate of four percent both before and after judgment. Catalyst also reserves the right to cease all further Services and Deliverables until the Fees are paid in full.
3.5 Proofs will be provided to the Client for sign off for any relevant Deliverables. Catalyst shall incur no liability for any errors not corrected by the Client in proofs submitted that then go in the public domain.
3.5.1 The Client accepts that each deliverable includes 2 rounds of reasonable (not starting from scratch) amends/tweaks. Additional amends may incur additional charges or for budget to be taken from another deliverable.
3.5.2 If feedback/sign off deadlines are missed, Catalyst will assume that there are no amends / feedback and the campaign will go live. If deadlines are consistently missed by The Client, Catalyst can not be held accountable for not hitting agreed KPIs.
4.0 CATALYST’S OBLIGATIONS
4.1 Catalyst shall send Deliverables to the Client for prior approval and Catalyst accepts that the Client may request that the material in question is amended, altered, updated or reproduced.
4.2 Catalyst shall send all raw file materials relating to Deliverables to the Client on request at any time during the Agreement.
4.3 Catalyst shall keep copies of all file materials relating to the Deliverables to the client on a shared Google Drive cloud server.
4.4 Catalyst will endeavour to keep to all agreed deadlines as outlined in the Campaign Plan.
5.0 COMPLIANCE OF CAMPAIGN
5.1 Catalyst shall ensure that the Services provided and their broadcast, publication or otherwise making available to the public, in all material respects as delivered by Catalyst and in accordance with the plans therefore as agreed between the Client and Catalyst, shall:
- comply with all applicable laws in the EEA and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies;
- not infringe the Intellectual Property Rights or proprietary rights of any third party; and
- not be defamatory, libellous, obscene or otherwise offensive.
6.0 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
6.1 It is the intention of the parties that:
- the Client shall own all Deliverables produced by Catalyst once paid for in full;
- the Client shall own all Third party Materials comprised in Deliverables, where an assignment of such materials is available on commercially reasonable terms which have been approved by the Client; and
- where no assignment of Third party Materials is available on commercially reasonable terms the Client shall receive a direct licence of such materials for the Client’s commercial purposes or such wider purposes.
7.0 FEES AND EXPENSES
7.1 In consideration for the provision of the Services in accordance with this Agreement, the Client shall pay the Fees to Catalyst.
The Fees are inclusive of all costs of:
- production work to produce the Deliverables, including design, copy and but excluding third party costs, including advertising spend
- all materials used by or on behalf of Catalyst to produce the Deliverables and/or provide the Services; and
- all overheads or administration costs of Catalyst, including all costs of telephone calls, internal printing and stationery, delivery charges and postage costs,
7.2 The Fees are for the Services. If any additional services are requested, the level of remuneration for them will be separately agreed by the parties.
7.3 Catalyst may invoice the Client for the Fees at such times and/or in such instalments (as applicable) as are set out in Schedule 1 or the relevant Campaign Plan (as applicable).
7.4 Catalyst may invoice the Client for the Third party Fees and expenses as they arise by pro-forma invoices.
8.1 Except as otherwise agreed between the parties, the Client shall pay all fees by Direct Debit.
8.2 All sums payable under this agreement are exclusive of any VAT or any other sales tax or duties, which, where applicable, shall be payable by the Client to Catalyst in addition.
9.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or it’s Representatives (as defined below) to the other party and that party’s Representatives contemplated by this Agreement, including but not limited to:
- any information that would be regarded as confidential by a reasonable business person relating to:
- the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and
- the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and
- any information developed by the parties in the course of carrying out this Agreement.
Representatives means, in relation to a party, its employees, officers, representatives and advisers.
9.2 The provisions of this clause shall not apply to any Confidential Information that:
- is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
- was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
- was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
- the parties agree in writing is not confidential or may be disclosed.
9.3 Each party shall keep the other party’s Confidential Information confidential and shall not:
- use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
- disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
9.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
- it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
- at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause
- it ensures that such third party enters into written undertakings with the Disclosing Party in a form substantially the same as those appearing in this Agreement, save that such third parties shall have no further right to authorise disclosure to another party.
9.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a Court provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
9.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
10.0 DURATION AND TERMINATION
10.1 This Agreement shall commence on the Commencement Date and shall continue for a period of 3 calendar months.
10.2 1 calendar months notice (end of calendar month 2) must be given in writing should the Client not want the Agreement to roll for a further 3 calendar months.
10.3 Either party may but without prejudice to any other rights or remedies terminate this Agreement immediately upon written notice to the other party, if:
- the other party commits a material breach of any of the terms and conditions hereof, and if capable of remedy, shall have failed to remedy the breach within 14 days of notice from the other to do so; or
- the other party has a bankruptcy order made against them or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of that party or for the granting of an administration order in respect of that party or any proceedings are commenced relating to the insolvency or possible insolvency of that party; or
- the other party is involved in illegal activity, financial irregularity or any activity which, in the opinion of the other would materially damage brands and image of that party. In the event of termination of the Agreement, the Client shall promptly pay all sums owed to Catalyst to and including the effective date of termination, including all future non-cancellable commitment after the termination date, unless the Agreement is terminated by Catalyst’s material breach of contract in which case no payments will be owed to Catalyst, including any future non-cancellable commitments after the termination date.
11.0 LIMITATION OF LIABILITY
Nothing in the Agreement excludes or limits the liability of either party for death or personal injury caused by the other party’s negligence or fraudulent misrepresentation.
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver or affect its right to require the future performance thereof, nor shall its waiver of any breach of any provision of this Agreement constitute a waiver of any subsequent breach or nullify the effectiveness of any such provision.
Any notice to be given by a party to the other shall be deemed sufficiently given when forwarded by pre-paid, registered first class mail, by hand delivery or by e-mail to the other party. Such notices shall be deemed to have been received two (2) working days after mailing if mailed, and items hand delivered or sent by email will be deemed received the same day.
14.0 ENTIRE AGREEMENT
This Agreement supersedes all prior understandings and agreements between the parties relating to its subject matter and contains the entire agreement between the parties relating to its subject matter.
15.0 CONTRACTS (RIGHTS OF THIRD PARTIES) Act 1999
No party shall be able to enforce the terms of this Agreement other than the Client and Catalyst.
16.1 Headings are inserted for reference only and shall not affect the construction of this Agreement.
16.2 The invalidity or unenforceability of any provision of the Agreement will not affect the validity or enforcement of any other provision and any invalid or unenforceable provision will be deemed to be severed from this Agreement.
17.0 LAW AND JURISDICTION
The parties agree that this Agreement will be governed by English law and the parties submit themselves to the exclusive jurisdiction of the English courts.