1. Introduction

1.1. These Terms and Conditions (“Terms”) apply to the delivery of administration and business support and social media management and support to individuals and small businesses. (“the Services”) by DM Social and VA Solutions ltd. (“us, “we”) to you, the person or entity purchasing the Services, (“you”). You are deemed to accept them when you agree to purchase the Services or provide payment of the Fee (as defined below) unless we expressly agree in writing otherwise. For the purposes of these Terms, if you are a corporate entity then “you” shall include your officers, agents and employees and you agree to procure their compliance with these Terms.

1.2. These Terms, along with our privacy notice which can be found at www.dmsocialandvasolutions.co.k/privacy, represent the entire agreement between us and apply to the exclusion of any other terms or any previous course of dealing. These Terms shall take priority over any other document in the event a conflict arises.

1.3. If you access or use any of our free resources whether they are provided directly to you or accessed through our Website, then these Terms will apply to those, except for the clauses relating to payment.

2. The Services

2.1. You are agreeing to purchase administration, business support or social media management and support to individuals and small businesses detailed in Schedule 1 which is attached to these Terms (“Schedule”). If you require any service or support which is not detailed in the Schedule, then a separate quotation with separate terms and payment arrangements will be required.

2.2. We will deliver the Services virtually using online and/or remote communication only and no alternative will be provided. You will be required to have access to WhatsApp, Instagram, Facebook, icloud photo album, Canva, Trello to access some of the Services

2.3. When delivering the Services, we will use reasonable skill and care, consistent with best practice and standards applicable within our industry and we may engage the services of our employees, associates, contractors and such other third-party providers as may be necessary.

2.4. To support our delivery of the Services we use and engage with third-party content creation systems and suppliers. Whilst we will take all reasonable steps to maintain delivery of the Services as agreed within these Terms, we shall not be liable where access is temporarily restricted or limited due to routine or unexpected maintenance or an issue arising with a third-party system which is outside of our control.

2.5. Should an unforeseen or unexpected event arise which limits or prevents delivery of the Services, then we will inform you via Email, text message, Whatsapp. We shall not be liable to you for any delivery failure or delay which is caused by circumstances beyond our reasonable control. In the event an unforeseen or unexpected event arises and continues for longer than 1 month, then either of us will be entitled to terminate our arrangement by providing the other with 14 days’ notice in writing. This does not affect any other right to terminate as set out within these Terms and any relevant pro-rated refund will be at our discretion having regard to the length of any delay and the extent of Services already delivered.

2.6. In some circumstances it may be necessary for us to make amendments, revisions or changes to the Services, or cancel, amend, change or reschedule any part as is reasonably required. If we do need to make any changes then we will ensure that the Services still match the original description, except where a change enhances the original description. We shall not be liable for any reasonable changes that are made to the Services.

3. Your obligations

3.1. By purchasing the Services, you are confirming that you are over 18, that you are legally capable of entering into a legally binding contract, that you are purchasing the Services in a business capacity and that all information you provide to us is true and accurate.

3.2. You accept that provision of the Services is personal to you and should not be shared with anyone else and you agree that you will not transfer, or seek to transfer, your rights under these Terms to any other person without our prior written consent.

3.3. You agree to co-operate with us and to provide all reasonable information and assistance as we may require, including, but not limited to a fully completed questionnaire/ client enquiry form, clear briefings, instructions via email/whatsapp, obtaining any relevant consents, licences or authorisations, purchasing any relevant graphic elements and fonts and providing us with all relevant documentation, content, images, graphics, specifications, branding, trade marks, copy, videos, digital media, audio, specifications, data and any other information ("Materials"). The Services will be delivered in accordance with the Materials that you provide to us and therefore it is essential that you are open and honest and provide as much information and detail as possible. Any additional instructions you wish to provide must be sent in writing via email or whatsapp and must be reasonable and in alignment with the description of the Services as set out in the Schedule. We shall not be liable for any delay in the delivery of the Services caused by your failure or delay in providing any Materials or any other information requested.

3.4. When providing any Materials, you agree and warrant that you have the legal right to use and share them and you grant to us a royalty free licence to use, copy and reproduce them for the purpose of, and as necessary in connection with the Services and you agree to indemnify us against any liability that we may sustain due to any breach of this warranty. You shall retain ownership of all Materials and all Intellectual Property Rights subsisting in them at all times. We reserve our rights to refuse to use any Materials which we consider breach any third-party Intellectual Property Rights or which we consider to be offensive, defamatory or likely to cause harm.

1.1. You shall be responsible for checking any spelling or grammar in any Materials provided to us. All images, graphics and video provided must be high-resolution. We reserve the right to refuse to use any low-resolution images or videos or any stock images or videos.

1.2. You shall be responsible for checking, reviewing and approving any deliverables. Whilst we will take all reasonable steps to avoid any mistakes, we shall not be liable for any mistakes which are found once you have accepted and/or approved the deliverables.

1.3. You accept that in order to deliver the Services we will need to access your social media platforms as set out in the Schedule. You hereby authorise us to use your access credentials for your relevant social media platforms only for the purposes of providing the Services. All access credentials will be treated as confidential information, as defined in clause 9 below.

1.4. Where we require any approval, decision or other authorisation or consent from you to enable delivery of the Services, you agree to provide the same within a reasonable time.

1.5. You accept that you shall, at all times, remain responsible for the maintenance of your own website, pages, groups and/or social media channels and for regularly checking all content. You acknowledge that we have no responsibility or control over content posted by visitors or users of your website, pages or social media channels.

2. Payment Terms

2.1. The total price payable for the Services (“the Fee”), along with the payment terms is as set out in Schedule 1. The Fee is payable in GBP and is inclusive of any Value Added Taxes (“VAT”)

2.2. Before we begin delivery of the Services we shall provide you with an invoice confirming the amount of the Fee and the date when payment is due. Invoices are payable within 7 days from the date of the invoice.

2.3. If you choose to pay by credit or debit card then you authorise us to charge your payment method. If it is rejected or fails but you have still received access to the Services you agree to provide full payment within 7 days from the date of the rejected or failed payment.

2.4. Time for payment of the Fee shall be of the essence and shall be made without deduction, set off, or any form of withholding except as is required by law and cleared payment of the Fee must be received by us before we will begin delivery of the Services.

2.5. The Fee is calculated based upon our knowledge and experience and the time, effort and availability of the Services and is not based on your actual usage. On this basis you agree and acknowledge that you shall not be entitled to any form of credit to or deduction from the Fee for any lack of usage.

2.6. The Fee is non-refundable unless:

2.6.1. we stop or cancel delivery of the Services to you (as set out in clause 8.3), in which case you shall be entitled to a partial refund calculated on a pro-rata basis having regard to the extent of the Services which you have paid for but have not yet received; or

2.6.2. you provide us with notice to cancel within 14 days from the date of your first payment to us. Any request to cancel should be made by email to enquiry@dmsocialandvasolutions.co.uk Upon receipt of your notice of cancellation, if we have not started delivery of the Services then we shall provide you with a full refund of any Fee paid. Where delivery has begun, then you acknowledge that you will be responsible for our reasonable costs in connection with the delivery of the Services which will be deducted from any refund due to you, or, where payment of the Fee has not yet been made, you will be responsible for providing payment of the pro-rated Fee.

2.7. Where Services are provided on a retainer basis then:

2.7.1. any contact or additional services required over and above the hours set out in the Proposal will be charged at the standard hourly rate stated in the Proposal;

2.7.2. Any time not used in one month may be carried over to the following month but must be used in that month or the time will be lost.

2.8. In light of our clear refund policy, no chargeback or threatened chargeback claims from your debit or credit card provider will be accepted. If you have any concerns with any aspect of the Services then you agree to contact us by email at enquiry@dmsocialandvasolutions.co.uk to and allow us the opportunity to investigate and resolve your concerns. If you choose to pursue a chargeback claim without first contacting us then you accept that such action shall constitute a breach of these Terms and you agree to indemnify us for the repayment of any charges, costs or fees imposed on us by your debit or credit provider or our merchant service provider as a result of your actions, along with our reasonable costs for dealing with the matter calculated at a rate of £50 per hour.

2.9. We reserve the right to vary the price of our Services at any time by providing you with at least 30 days’ notice.

3. Late Payment

3.1. In the event payment is beyond 5 days overdue, then we shall be entitled to withhold delivery of the Services until payment has been made in respect of the outstanding amount.

3.2. In the event payment is beyond 7 days overdue then a daily interest charge will be added to the outstanding Fee amount. The Interest rate will be calculated at a rate of 5% per annum over the Bank of England base rate from time to time and will be added to the outstanding Fee daily until payment is received in full.

3.3. In the event payment is beyond 14 days overdue then we shall be entitled to terminate this Agreement and instruct a collection agent or solicitor to seek recovery of the Fee along with interest and any accrued costs incurred in taking such action.

4. Complaints or concerns

4.1. It is important to us that you are entirely happy with the Services. Should you have any complaints or concerns please let us know by email to enquiry@dmsocialandvasolutions.co.uk

4.2. Upon receipt of any complaint or concern, we will confirm receipt by email and follow our internal complaints handling procedure to investigate and deal with the matter. We reserve the right to vary or re-perform the Services where we consider a concern is justified and in such case these Terms will apply to any re-performed Services.

4.3. Nothing in this Agreement affects any statutory rights that may apply to you.

5. No Guarantee

5.1. You agree and understand that use of and access to the Services does not guarantee any particular benefit, results, or success, whether financial or otherwise. We have made every effort to accurately represent the Services. Any testimonials and/or examples of results achieved or previous clients’ experiences, including the potential to achieve specific financial results, are not intended to represent or guarantee that you will achieve the same or any similar results or experience. Any reference to earnings or income is an estimate only and no guarantee that you will achieve any particular level of income or business success. Any examples of past achievements or business success, including any financial results, do not indicate, suggest, or guarantee that the same is possible in the future and on this basis we make no guarantee, representation or warranty with respect to the Services provided.

5.2. Any information or content provided on our Website or provided to you during delivery of the Services is not intended to constitute advice and should not be relied upon when making any decisions or taking any action.

5.3. You accept that starting, building and managing a business involves time, effort and resources and there are inherent risks which could affect your experience and your results. Your experience, your results and your earning potential is entirely dependent on you and whilst we will deliver Services to support your business, we are not responsible for any outcomes or results.

6. Non-solicitation

6.1. For the duration of your access to the Service and for a period of 6 months afterwards you agree NOT to employ, engage or attempt to induce, employ, solicit or entice away from us any of our employees, associates, contractors or freelancers that were engaged, employed or contracted to us at any point during the time of your access to the Services, without our express consent in writing, such consent not to be unreasonably withheld.

7. Term, Termination and Cancellation

7.1. Our Agreement will begin when we send your confirmation email which will clearly state the start date. (unless otherwise agreed in writing) and will continue until the Services are cancelled in accordance with these Terms.

7.2. You may cancel the Services and end this Agreement at any time by providing us with at least 14 days’ notice in writing by email to enquiry@dmsocialandvasolutions.co.uk Please remember that unless the circumstances set out in clause 4.6 apply, no refunds or part-refunds will be provided.

7.3. We may terminate provision of the Services where we discover an error with Services description or price, where we are unable to deliver the Services to you for any reason, or where we feel that the Services may not be right for you, such decision to be entirely at our discretion. In such circumstances we will provide you with notice in writing and where we have not already fully delivered the Services, we will provide you with a pro-rata refund in accordance with clause 4.6 above.

7.4. We reserve the right to terminate the Services, with immediate effect and without refund of any Fee, whether paid or remaining due, by providing written notice in circumstances where we reasonably consider that you have acted or behaved dishonestly, fraudulently, or in a way which may have a detrimental effect on our business or reputation, where you are failing to positively engage with the Services, or where you are acting in a way which is abusive or intended to cause offence to us or any of our employees, agents or contractors. Following termination, any decision to provide you with a refund will be entirely at our discretion and will be based upon your actions and the level of Service already delivered to you.

7.5. Notwithstanding the above, either of us may terminate on written notice to the other, with immediate effect if at any time:

7.5.1. one of us commits a material breach of these Terms and, in the case of a breach capable of remedy, fails to remedy that breach within 14 days of being asked in writing to do so. Any request must refer to this clause, provide full details of the breach and confirm that the contract will be terminated if not remedied; or

7.5.2. either one of us becomes subject to bankruptcy, insolvency or similar financial order or proceedings affecting us personally or our business, where applicable.

7.6. Upon termination of this Agreement, for any reason then:

7.6.1. your access to any private communication systems or channels or any social media accounts, and any other online resources will be removed, unless we agree in writing otherwise. We will not be liable to you for any claims relating to the removal of any access;

7.6.2. any Fee or other monies which you owe to us will become immediately due and payable;

7.6.3. all licences granted to us by you will terminate;

7.6.4. all Materials in our possession will be destroyed, unless we agree otherwise;

7.6.5. all Content or Confidential Information (as defined below) which belongs to us and which is in your possession must be returned to us or destroyed, as directed by us;

7.6.6. any provision of these Terms which either expressly or by its nature relates to the period of time after termination and/or the Services have been delivered, shall remain in full force and effect.

7.7. We shall be under no duty or obligation to retain any Materials or other documents, resources, information or data relating to the Services following termination. It shall be your responsibility to obtain adequate copies of any documents or information you may require.

7.8. Termination for whatever reason will not affect any rights, remedies, obligations and liabilities which have accrued as at the date of termination, including the right to claim damages for any breach which existed on or before the date of termination.

8. Confidentiality

8.1. The protection of confidentiality is very important to us that is why when you disclose or share any information with us it will be kept strictly confidential.

8.2. Where you provide us with any access to any secure systems or password protected areas then any access credentials will be held securely. If we are required to set up a password or you provide us with a password then all passwords will be held in a secure password management system.

8.3. The obligations above exclude any information that was already known to us before you provided it, or where it was already in the public domain, created by us, or provided to us separately by someone else without any breach of these Terms.

9. Intellectual Property

9.1. For the purposes of these Terms, Intellectual Property shall mean all worldwide intellectual property rights whether registered or unregistered, registrable or non-registrable, including any application or right of application for such rights and shall include copyright and related rights, database rights, confidential information, trade secrets, know how, trade names, business names, trademarks, passing off rights, patents and rights in designs.

9.2. As part of the delivery of the Services, you may be provided with access to materials, tools, videos, resources, documents, workbooks, information, graphics, images, templates, data, code, text, sound, video and other content (“Content”). You accept that we are the owner or licensee of all Intellectual Property Rights and any other rights existing in the Content and that the Content can only be used for your personal use in connection with your access to and use of the Services and no Content should be shared, copied, disclosed, reproduced, published or made available to a third party whether or not for commercial reasons without our express consent. Nothing in these Terms operates to transfer ownership of any Intellectual Property Rights in any Content to you and you may not use any of our Intellectual Property Rights including but not limited to our trade marks, business names, domain names and any logos without our prior written consent.

9.3. You will be granted a personal, limited, worldwide, non-transferable, non-exclusive, revocable licence(“Licence”) to access, view and use our Content for your private and personal use in connection with your use of the Services for the purposes the Services are intended for. Your Licence becomes valid upon payment of the Fee and any other monies owing to us and we have the right to withdraw it at any time, without notice, where we reasonably believe you are in breach of the terms of the Licence or any provision of these Terms.

9.4. Where as part of the delivery of the Services, Materials are used to create New Content such as documents, graphics, social media marketing copy, pdfs or other documents or content, we shall retain ownership of all Intellectual Property rights subsisting in that New Content until the relevant Fee has been paid in full. Upon payment of the relevant Fee, ownership in the relevant New Content will transfer to you automatically and we shall have no further rights in that New Content. We agree to execute all documents or take any action that you reasonably request to document or assign our rights in such New Content.

10. Data Protection

10.1. In this clause, “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom including, but not limited to, the UK GDPR and the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended. We both agree to comply with the Data Protection Legislation.

10.2. Any personal information you provide to us will be maintained, stored, accessed and processed in accordance with the Data Protection Legislation. We shall only process your personal Information to the extent reasonably required to enable proper delivery of the Services and shall retain it only for as long as reasonably necessary to allow us to complete and deliver the Services and to comply with any legal or regulatory requirements. For full details of how we process, use, collect and store your personal Information please refer to our privacy notice which can be found at www.dmsocialandvasolutions.co.uk/privacypolicy

10.3. We agree not to disclose any personal data to any third party other than our employees, contractors, agents or advisors, to the extent necessary for the performance of the Services.

10.4. We agree to provide a copy of all personal data or Confidential Information held by us upon receipt of a proper and reasonable data request. Any such request shall be dealt with in a reasonable time. Where we incur time and costs dealing with such a request then such time shall be invoiced to you at the hourly rate applicable to Additional Services.

10.5. Our obligations under this clause 12, along with the obligations in clauses 10 and 11 shall not apply where it is necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (whether or not in relation to these Terms), to allow us to obtain legal advice or where we have been directed to do so by a court or other body of equivalent jurisdiction.

11. Relationship of the Parties

11.1. Nothing in these Terms shall create or be deemed to constitute or give rise to a partnership, joint venture, agency or any employment relationship between us, or any other fiduciary relationship other than the contractual relationship expressly provided for in the Terms.

11.2. You acknowledge and agree that nothing in these Terms shall prohibit us from continuing to provide services similar to the Services to other companies and/or individuals or otherwise engaging in our business activities.

11.3. We reserve the right to assign, mortgage, charge or sub-license or otherwise delegate any of our rights arising out of, or in connection with this Agreement, or sub-contract or otherwise delegate any of our obligations to any third party or agent. You shall not assign any rights or benefits under this Agreement without our prior written consent.

12. Reviews and Testimonials

12.1. If you share comments, information, content, photographs, graphics or images (“Client Content”) you are granting to us, free of charge, permission to use that Client Content in any way as part of our business services, which shall include advertising and marketing. When sharing Client Content, you confirm that you have the legal right to share it and that it does not infringe any third party’s intellectual property or other rights.

12.2. If you provide us with a testimonial, review or similar (“Review”) then by doing so you are providing your consent for us to exhibit, copy, publish, distribute, use on our Website or any of our pages, our social media sites or in my advertising and marketing campaigns or email communications, your Review or part of your Review, as we reasonably require to lawfully promote my business. You can amend your consent at any time by email to enquiry@dmsocialandvasolutions.co.uk

12.3. You agree that during the term of the delivery of the Services and for a period of 5 years thereafter, that we shall be entitled to publicly identify our working relationship and to use any of your business names, logos, trade marks or any Materials, New Content or other information arising during the term of this Agreement or received or created by us during provision of the Services as required by us for the purposes of marketing and promoting our business and services. Such purposes shall include use on our Website and social media channels. We agree that we shall not use any information which you expressly state is confidential or which you otherwise expressly ask us not to use or share.

13. Liability

13.1. Subject to sub-clause 15.2, we shall not be liable (whether caused by us, our agents, employees or otherwise) to you for:

13.1.1. any indirect, consequential or special damages, losses or costs;

13.1.2. any loss of profits, business, data, reputation or goodwill or any such anticipated losses;

13.1.3. any failure to deliver or provide access to the Services where we are prevented due to an event beyond our reasonable control; or

13.1.4. where we have informed you of a problem with the Service and provided you with a free update to resolve any problem and you have failed to apply the update, or where any damage is caused due to your failure to follow any instructions or guidance we provide; or

13.1.5. any losses arising from your choice of, or your use of the Services once delivered

13.2. Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misrepresentation or any other form of liability that cannot be excluded or limited by law.

13.3. We represent and warrant that all New Content created by us in connection with the delivery of the Services is unique and original to us, save to the extent that it includes the Materials, and that it shall not infringe any third party’s Intellectual Property Rights.

13.4. Our entire liability to you shall be limited to the amount of the Fee paid by you within the 12 months prior to the date on which any loss is sustained.

13.5. You acknowledge and agree that you shall be fully responsible for regularly reviewing your social media accounts and checking any New Content created in connection with the delivery of the Services. We agree to rectify any errors, without additional charge, where notification of the error is provided to us via email within 5 working days from the posting of the New Content or deliverable. We shall not be liable for any errors notified to us once the period referred to above has expired.

13.6. You agree to indemnify us and keep us indemnified against all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequence of your breach or non-observance of these Terms or arising out of claims based upon or relating to the Services undertaken for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them or relating to infringement of any Intellectual Property Rights.

13.7. We shall not be liable for any errors, bugs, defects or other issues that arise within or are connected to any third-party software or third-party suppliers, providers or hosts and we accept no liability for any loss or damage resulting from any virus or other malicious software or any other event occurring that causes damage to your hardware, software, or any of your data.

13.8. During the term of your available access to the Services and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us or our business or damage our reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us or our business.

13.9. In the event a dispute arises in connection with the provision of the Services which we are unable to resolve following our internal complaints process or otherwise by mutual consent, then we both agree to submit the matter for mediation by a CEDR accredited independent mediator. In the event a resolution is still not possible 30 days following a mediation decision then either of us shall be at liberty to commence legal action.

14. Who we are and how to contact us

14.1. The Services shall be delivered by DM Social and VA Solutions Ltd. My registered business address is Suite A, 82 James Carter Road, Suffolk, IP28 7DE and our business registration number is 15298144. Should you wish to contact me then you can email me at enquiry@dmsocialandvasolutions.co.uk

14.2.

1.1. If I need to contact you, I will use the email address you provide at the time of purchase. If you change your contact email address it will be your responsibility to notify us so that we can update our records. You agree that we shall communicate with you by email without encryption and that we shall not be liable for any loss or damage arising from the copying, mis-direction or interception of any of our communications.

1.2. Any reference in these Terms to a notice shall mean a notice in writing sent by email to the email addresses referred to above. All emails will be taken as delivered 48 hours from valid transmission.

14.3. During delivery of the Services, we shall be available to you during the hours as set out in the Schedule. Any contact required outside of the agreed hours will incur an additional fee.

14.4. You agree and acknowledge that we shall communicate with you by email without encryption, or such other method as is agreed between us in writing, and that we shall not be liable for any loss or damage arising from the copying, mis-direction or interception of any of our communications.

15. General

15.1. No failure or delay by either one of us in exercising any of our respective rights under these Terms shall be deemed to be a waiver of that right, and no waiver by either one of us of a breach of any provision of these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

15.2. In the event any provision of these Terms is deemed to be invalid or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.

15.3. All titles and headings used within these Terms are for reference purposes only and references to Agreement and to Terms shall be construed as meaning the same unless it is otherwise clear that that is not intended.

15.4. You agree that we have made no other representations to you to induce you into purchasing the Services.

15.5. Where we deem it necessary to vary or modify these Terms (other than the Fee) then we shall notify you of any changes by email and your continued use of the Services will be deemed as your acceptance of any changes.

15.6. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

15.7. These Terms and any dispute or claim arising out of them (including non-contractual disputes of claims) shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.