1. Introduction and Definitions:
This Agreement is between the “Client” as per the separate Engagement Letter and Twilo Creative Limited (herein after called “Twilo” or “the agency”) and together the “Parties”. The Agreement will be in accordance with the following Terms and Conditions unless and until an alternative is specifically agreed between the Parties. The Agreement between the parties comprises Twilo’s written Engagement Letter and these terms and conditions.
The Agreement shall be deemed accepted by the Client upon the first of (i) the Client’s signature of the Agreement, (ii) the Client’s instruction to commence work, (iii) starting work at the Client’s site or (iv) the Client’s payment of any agreed fee.
Variations or additions to the Agreement can be made. However, both Parties must agree to the variation or addition in writing.
2. Scope of Services:
Twilo agrees to provide marketing services as per the terms and conditions mentioned in this agreement. The scope of the services provided by Twilo will be as mutually agreed upon by both the parties.
3. Fees and Payment:
Twilo shall charge fees for the services provided, as mutually agreed upon by both the parties. The payment terms shall be as follows:
A retainer fee of 50% of the total estimated cost is payable upfront before the commencement of the project.
The remaining 50% of the fees shall be payable upon completion of the project or at other intervals as mutually agreed upon.
4. Intellectual Property:
Twilo acknowledges that all intellectual property rights arising from the services provided by the agency, including any work created or developed by the agency, shall belong exclusively to the client. Twilo shall not use, sell, or disclose any confidential information without the client’s prior written consent.
Either party may terminate this agreement by giving 30 days written notice to the other party. If the agreement is terminated before the completion of the project, Twilo shall be entitled to compensation for the work done up to the termination date. Either Party may terminate the Agreement forthwith by written notice if the other Party commits an act of bankruptcy or goes into liquidation or is put into liquidation (other than for a proper commercial purpose and whilst solvent) or a receiver is appointed or an administration order is made in respect of it. Either Party may terminate the Agreement forthwith by written notice if the other Party commits a material breach of the Agreement and has failed to remedy the breach within 30 days of receipt of a written notice from the other Party identifying that the breach has occurred. Termination shall not affect any accrued rights or liabilities arising out of the Agreement.
Twilo agrees to maintain confidentiality with respect to any information provided by the client, including any confidential or proprietary information. Twilo shall not disclose or use such information for any purpose other than the purpose of providing marketing services.
7. Warranties and Indemnification:
Twilo warrants that it will provide services with reasonable skill and care, and in compliance with all applicable laws and regulations. Twilo shall indemnify the client against all claims, damages, and expenses arising from any breach of this agreement by the agency.
8. Limitation of Liability:
Twilo’s liability for any breach of this agreement shall be limited to the fees paid by the client to Twilo under this agreement.
The Client agrees that Twilo may:
- refer to the Client on its client lists via name and logo; and
- refer to the nature of the Services contracted
10. Suspension of Services for Non-Paid Invoices
Non-payment of invoices, including those pertaining to hosting or retainer fees, will result in the suspension of all services provided by our Twilo. We value our clients and strive to deliver exceptional results, but we also rely on timely payments to maintain the high level of service and support you expect from us. Therefore, it is essential that you adhere to our payment terms to ensure uninterrupted access to our comprehensive suite of digital marketing services. We understand that unforeseen circumstances may arise, and we are committed to working with you to find a mutually acceptable solution in such cases. However, it is imperative that all invoices are settled promptly to avoid any disruptions in the services we offer.
10. Governing Law and Jurisdiction:
The Agreement shall be governed by and construed in accordance with the laws of England and Wales and any dispute arising out of or in connection with the Agreement will be subject to the exclusive jurisdiction of the English Courts.
11. Entire Agreement:
This agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
This agreement may not be amended except in writing signed by both parties.
By signing the accompanying engagement letter, the parties acknowledge that they have read, understand, and agree to the terms of this agreement.