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 profit, 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 risks 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 the signing of a Work Order, 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 the receipt of a signed Work Order, 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 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 Work Order includes design or written work, unless otherwise stated in the Work Order, 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 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.
8.12. The first meeting at an agreed location between the parties will be free of charge. Any subsequent meetings will be charged to the Customer at an agreed hourly rate, unless agreed otherwise between the parties.
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 this page.
Last updated: 05/03/2018.
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.
11.1. 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.
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.
The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this 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.