Terms & Conditions.

1. DEFINITIONS

1.1 In these Terms and Conditions the following definitions apply:

“In The Box” means In The Box Marketing Ltd.

“Customer” means the individual or company who engage In The Box and includes natural persons, firms, partnerships, companies (including any holding and subsidiary companies), corporations, associations, organisations, foundations, and trusts (in each whether or not having separate legal personality).

“Completion” means delivery of the Service and/or Deliverables to the Customer in accordance with the Agreement.

“Content” means any content, including Customer Materials or Deliverables, that is or is capable of incorporation into the Customer’s website or being published through PR.

“Customer Materials” means all information, materials, documents, photographs and other content submitted by the Customer to In The Box for use in the provision of the Service.

“Inappropriate Content” means any material on the Customer’s website or social media which in In The Box’s reasonable opinion infringes applicable laws, regulations or third party rights (such as material which is obscene, indecent, offensive, defamatory, threatening or in breach of any third party Intellectual Property Rights).

“Proposal” means the proposal prepared by In The Box outlining the potential specification for the Services to be delivered by In The Box and the proposed costs to be paid for by the Customer. This may include a formal proposal document or any written quotation to provide specific, defined service(s).

“Agreement” means the acceptance of a Proposal or Work Order whereby a customer signifies their approval of any of the aforementioned. Agreement can be signified either through a signature or acceptance email.

“Work Order” means the document which is based on a Proposal and signed by the Customer, summarising the details relevant to the Project including the timeline for delivery of the Services.

“Purchase Price” means the price for the Service as detailed in the Proposal or Work Order.

“Subscription Price” means the recurring (monthly or otherwise) price for the Service as detailed in the Proposal or Work Order.

“Service” means the marketing goods or services specified in the Proposal or Work Order.

“Software” means the software that is used to provide the Service.

“Web Hosting” means the provision of a web service that responds to a browser’s request for web content with the content requested. It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management, email hosting and Internet connectivity to/from the Customer’s premises.

“Website” means a collection of publicly accessible, interlinked World Wide Web pages and related content that share a single domain, of which In The Box may have contributed design, build and/or software development.

“Web Application” means application software that is accessible from the World Wide Web using a Web browser, of which In The Box may have contributed design, build and/or software development.

“PR” means the provision of a public relations or content distribution service using online or off-line (printed) media outlets. This includes (but is not limited to) social media; industry websites; blogs; and local, national and industry press.

“First Line Support” means initial analysis and fault logging.

“Confidential Information” means for each party these Terms and Conditions and all information and data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of these Terms and Conditions.

“Deliverable” means a single or set of goods or services that may be delivered at one time, for example: a design draft, a collection of printed items, a marketing plan document, written copy, a consultation meeting, a website project, software, code or other electronic content.

“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in England.

2. AGREEMENT

2.1. In The Box may, at its discretion, provide a Proposal or Work Order to the Customer for a project which will form part of these Terms and Conditions.

2.2. The Customer assumes sole responsibility for ensuring that the Service(s) described in either the Proposal or Work Order meets their requirements before signifying their Agreement.

2.3. Upon Agreement, a contract shall be created between In The Box and the Customer for the supply of the Service specified in the Proposal or Work Order.

2.4. Any quoted Purchase Price given by In The Box as part of the Agreement is only valid for a period of 20 Business Days from its date of issue.

2.5. By purchasing the Service or signifying Agreement, the Customer acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.

2.6. If a person is purchasing the Service or signifying Agreement on behalf of another person, company or other legal entity, they hereby represent and warrant that they have full authority to bind that person, company, or legal entity to these Terms and Conditions.

3. CANCELLATION

3.1. The contract may not be cancelled following Agreement unless a trial or rejection period has been agreed in advance. At the sole discretion of In The Box, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Customer.

3.2. For retained Services billed monthly and where no contract period has been explicitly stated on the Proposal or Work Order, the contract may be terminated by the Customer giving 1 month’s notice in writing.

3.3. Unless otherwise stated in the Proposal or Work Order or subject to clause 3.1 and clause 3.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to In The Box of such amount as may be necessary to meet the costs incurred to In The Box up to the date of cancellation and to indemnify In The Box against all loss resulting from the said cancellation.

3.4. The Customer shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition.

4. TIMEFRAMES & THIRD-PARTIES

4.1. In The Box will endeavour to deliver the Services and/or Deliverables within the timeframes indicated. In The Box cannot be held to have breached these Terms and Conditions should the Services or Deliverables not be provided within that timeframe due to circumstances beyond In The Box’s control, such as (but not limited to): Customer approval of initial/final designs or written material submitted to the Customer (which shall not be unreasonably withheld); non-payment or late payment by the Customer of any agreed deposit; delays out of In The Box’s control such as with printing works or, if applicable, provision of Customer Materials.

4.2. The Company shall be entitled to use a Group Company, subcontractors or other third party services for the provision of the Services provided always that In The Box shall remain liable to the Customer for the performance of the Services as if it had carried them out itself.

5. CONFIDENTIALITY

5.1. The Parties will hold and maintain in strict confidence any Confidential Information that is provided to the other, and will not disclose such information to any third party, except as may be required by law.

5.2. The Customer agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to In The Box and shall not be used or disclosed except as permitted by these Terms and Conditions.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Once Completion and full payment has been made, the ownership of the rights to the Deliverables created will pass to the Customer.

6.2. Third party materials, such as imagery, used in the Deliverables may be subject to usage liabilities such as royalties and license fees. In The Box shall procure such license as necessary for the use of third party materials for use within the scope of the Proposal or Work Order. The Customer should obtain written consent from In The Box for use of any part of the Deliverables outside of the scope of the Proposal or Work Order.

6.3. Unless otherwise stated in the Proposal or Work Order, In The Box reserves the continuing right to use any Deliverables it produces for the reasonable promotion of its services.

6.4. Where the Proposal or Work Order includes Software developed by In The Box, In The Box retains ownership of all copies of the Software and the Intellectual Property Rights (IPR) therein. The Customer has no rights to the Software or the IPR contained therein.

6.5. Where the Proposal or Work Order includes creation of a brand(s), In The Box give the Customer the full rights to use any final logo design created in any and all media without restriction of any kind. Additionally, In The Box agrees that after the Customer pays in full, In The Box will cooperate and execute any additional documents reasonably requested by the Customer to evidence such assignment of rights. Any costs associated with such requests shall be covered by the Customer. The Customer also agrees that such requests may incur charges for the time spent by In The Box fulfilling such requests.

7. LIABILITY

7.1. The following provisions set out the entire financial liability of In The Box (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:

7.1.1. any breach of these Terms and Conditions; and

7.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Terms and Conditions.

7.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.3. Nothing in these conditions excludes or limits the liability of In The Box for death or personal injury caused by negligence or for fraudulent misrepresentation.

7.4. Subject to clauses 7.2 and 7.3:

7.4.1. In The Box shall not be liable for the accuracy and authenticity of any of the Customer Materials, which shall be the sole responsibility of the Customer.

7.4.2. In The Box shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profits, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arise out of or in connection with the supply of the Service or their use by the Customer.

7.4.3. The Customer assumes all risk as to the suitability, quality, and performance of the Service.

7.4.4. In The Box’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to In The Box for the Service.

7.4.5. In The Box shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between the Parties, or for In The Box’s compliance with relevant statutory or regulatory requirements.

7.4.6. It is the responsibility of the Customer to ensure that the Deliverables comply with all laws, regulations and codes in all countries where the Deliverables are used. The Customer agrees to indemnify In The Box against any costs arising from the use or misuse of the Deliverables.

7.5. No verbal or written information or advice given by In The Box or its dealers, distributors, employees or agents shall in any way extend, modify or add to these conditions.

7.6. Liability relating to marketing services

7.6.1. In The Box shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a Service is dependent. In The Box shall use its reasonable efforts to assist in remedial efforts if so requested by the Customer. Any work connected with remedial efforts as described above shall be charged to the Customer separately in accordance with these Terms or (at the In The Box’s discretion) at an agreed price/rate.

7.6.2. In The Box shall use all reasonable endeavours to deliver Services relating to social media management, content marketing, blogging and user engagement in accordance with the guidelines applicable to the relevant websites and social media platforms. However, In The Box shall not be liable for delays or deteriorating performance due to changes made to standard terms, algorithms, account functionality, account availability, search results, viewing policy, prices or other matters beyond In The Box’s control and reserves the right to make changes to Services as a result of the same. In addition, In The Box shall not be liable for other changes or discontinuation of social media platforms’ services or third party services.

7.6.3. If the Customer does not implement some or all of In The Box’s marketing recommendations, In The Box shall not bear any liability for any lack of success experienced by the Customer relating to the Services.

8. PAYMENT TERMS AND PRICING

8.1. Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be exclusive of VAT and other statutory duties. In the event that any statutory duties are introduced or changed after Agreement, In The Box shall be entitled to adjust the agreed prices accordingly.

8.2. Where a deposit is required, In The Box is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled In The Box will invoice the Customer for this work.

8.3. The Purchase Price, once accepted by both parties as signified by Agreement, is applicable for 12 months from the date of signing. In The Box reserves the right to increase the price of any work outstanding after that period.

8.4. Prior to each payment due date, In The Box shall issue an invoice to the Customer. Unless otherwise stated on the invoice, each invoice is payable within 30 calendar days.

8.5. If the Customer fails to make a payment on a due date then without prejudice to any other right or remedy available to In The Box, In The Box shall be entitled to suspend or terminate the Service:

8.5.1. Should a payment be late by 15 or more days, In The Box may suspend the Service.

8.5.2. Should a payment be late by 45 or more days, In The Box may terminate the Service.

8.6. In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer, from the due date to the actual date of payment, after as well as before any judgment, at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made. In The Box reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8.7. All payments shall be paid in full without set off, deduction or counterclaim whatsoever.

8.8. In The Box reserves the right to vary the Purchase Price according to further requirements made by the Customer subsequent to order acknowledgement. Any such variation shall be advised by In The Box in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.

8.9. Where the Proposal or Work Order includes design or written work, unless otherwise stated the Purchase Price includes an allowance for two sets of changes to each Deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by In The Box in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.

8.10. The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated in the Proposal or Work Order.

8.11. In The Box reserve the right to charge expenses when fulfilling the work. No expenses shall be incurred without the Customer’s express written agreement.

9. CHANGES TO TERMS AND CONDITIONS

Any changes In The Box may make to these Terms and Conditions in the future will be posted on https://intheboxmktg.wpenginepowered.com/terms.

Last updated: 14/12/2022.

10. FORCE MAJEURE

In The Box shall not be liable for any delay or failure in performance of its obligations under these Terms and Conditions which is due to or results from any circumstances beyond its reasonable control. In any such event In The Box shall be entitled to delay or cancel delivery of the Service.

11. SEVERABILITY

11.1. If any term or provision of these Terms and Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.

11.2. If any provision of these Terms and Conditions are found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.

12. WAIVER

No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.

13. ASSIGNMENT

The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under the Agreement or any part of it without the written consent of In The Box.

14. COMPANY REGISTRATION DETAILS

In The Box is registered in England and Wales under company number 10046880. The Company’s registered office is Gatcombe House, Copnor Road, Portsmouth, Hampshire, PO3 5EJ, United Kingdom.