Please read these Terms and Conditions carefully. All contracts that the Service Provider may enter into from time to time for the provision of marketing services shall be governed by these Terms and Conditions, and the Service Provider will ask the Client for the Client’s express written acceptance of these Terms and Conditions before providing any consultancy services to the Client.

TERMS AND CONDITIONS

  1. Definitions

“Client” means the person who pays the Service Provider for services;

“Client Materials” means all works and materials supplied by or on behalf of the Client to the Service Provider for incorporation into the Deliverables or for some other use in connection with the Services;

“Service Provider” means Awangarda Marketing Ltd., a company incorporated in Poland having its registered office at Piotrkowska 116/52, 90-006 Łódź, Poland.

“Contract” means a particular contract made under these Terms and Conditions between the Service Provider and the Client;

“Effective Date” means the date of the acceptance of these Terms & Conditions by Client;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “Intellectual Property Rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Services” means the consultancy services as detailed in Section 3;

 

  1. Term

2.1    The Contract shall come into force upon the Effective Date.

2.2    The Contract shall continue in force indefinitely OR until:

(a)    all the Services have been completed;

 (b)   all the Charges have been paid in cleared funds, upon which it will terminate automatically, subject to termination in accordance with Section 7.

 

  1. Services

3.1    The Service Provider shall provide the Marketing Services to the Client in accordance with these Terms and Conditions.

3.2    The Service Provider shall provide the Marketing Services with reasonable skill and care OR in accordance with the standards of skill and care reasonably expected from a leading service provider in the Service Provider’s industry.

 

  1. Payments

4.1    The Service Provider shall issue invoices for the charges to the Client, after the invoicing dates in advance of the delivery of the relevant Marketing Services to the Client.

4.2    The Client must pay the Charges to the Service Provider within the period of 10 days following the issue of an invoice.

4.3    The Client must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Service Provider to the Client from time to time).

 

  1. Warranties

5.1    The Service Provider warrants to the Client that:

(a)    the Service Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;

(b)    the Service Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Service Provider rights and the fulfilment of the Service Provider’s obligations under these Terms and Conditions; and

(c)    the Service Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

5.2    The Client warrants to the Service Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

 

  1. Limitations and exclusions of liability

6.1    Nothing in these Terms and Conditions will:

(a)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(b)    limit any liabilities in any way that is not permitted under applicable law; or

(c)    exclude any liabilities that may not be excluded under applicable law.

6.2    The Service Provider shall not be liable to the Client in respect of any loss of profits or anticipated savings.

6.3    The Service Provider shall not be liable to the Client in respect of any loss of revenue or income.

6.4    The Service Provider shall not be liable to the Client in respect of any loss of use or production.

6.5    The Service Provider shall not be liable to the Client in respect of any loss of business, contracts or opportunities.

6.6    The Service Provider shall not be liable to the Client in respect of any loss or corruption of any data, database or software.

6.7    The Service Provider shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.

 

  1. Termination

7.1    Either party may terminate the Contract by giving to the other party not less than 30 days’ written notice of termination, expiring at the end of any calendar month.

7.2    The Service Provider may terminate the Contract immediately by giving written notice of termination to the other party if:

(a)    the Client commits any breach of the Contract;

(b)    the Client commits a breach of the Contract, and the breach is remediable but the Client fails to remedy the breach within the period of 7 days, following the giving of a written notice by the Service Provider.

  1. Effects of termination

        Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save any pending obligations on behalf of the Client, including but not limited to any outstanding payments under Section 4.

 

  1. Status of Service Provider

        There shall be no employment, agency, joint venture or any other similar relationship between the Parties to this Agreement. This clause shall survive termination of this Terms & Conditions.