We are Stephanie Fox, operating as Seventeen Social (“ Provider”, “we”, “us”, or “our”), a company registered in the United Kingdom at 16 North Ridge, Whitley Bay, Tyne & Wear, NE25 9XT.

We operate the website www.seventeensocialmedia.co.uk (the “Site”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or the”Client”), and Stephanie Fox, concerning your access to the use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms.

The Services are intended for users who are at least 18 years of age. Persons under the age of 18 are not permitted to use or register for the Services.

A personalised copy of these Legal Terms will be provided by Stephanie Fox to any Client whereby:

(A)   The Provider is engaged in the business of providing social media consultancy (the “Services”).

(B)   The Client wishes to engage the Provider to perform certain services as outlined in this Agreement.

(C)   The Provider wishes to provide such services under the terms set forth herein.

In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Provider (hereafter each referred to as a “Party” and collectively as “Parties”) agree as follows:

1.     Acceptance of Agreement

1.1.       The Client agrees to the terms and conditions outlined in this Agreement.

1.2.       The Agreement constitutes the entire and only agreement between the Provider and the Client.

1.3.       A virtual signature of either Party may be used and recognised.

2.     Services Provided

2.1.       The Provider shall perform the Services for the Client as described in a Statement of Work.

2.2.       The Provider shall perform the Services in compliance with all applicable laws and regulations and in accordance with the standards of the industry.

2.3.       The Provider agrees to dedicate adequate resources to meet the requirements of this Agreement.

3.    Term of Agreement

3.1.       The term of this Agreement (the “Term”) shall begin on the Effective Date of each individual Agreement and shall remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement.

3.2.       The Term may be extended with the written consent of both Parties.

3.3.       In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, the Party shall be required to provide 14 days’ written notice to the other Party.

4.    Compensation

4.1.       All monetary amounts referred to in this Agreement are in GBP.

4.2.       The Payment as outlined within this Agreement is inclusive of Value Added Tax.

4.3.       The Provider shall be responsible for all income tax liabilities and National insurance or similar contributions relating to the Payment and the Provider shall indemnify the Client in respect of any such payments required to be made by the Client.

4.4.       Invoices submitted by the Services Provider to the Client are due for payment within a period of time specified in the Statement of Work.

4.5.       In the event that this Agreement is terminated by the Client prior to the completion of the Services but where the Services have been partially performed, the Provider shall be entitled to pro-rata the Payment to the date of termination provided that there has been no breach of the Agreement on the part of the Provider.

4.6.       The Provider shall be reimbursed for reasonable and necessary expenses incurred by the Provider in connection with providing the Services.

4.7.       All expenses must be pre-approved in writing by the Client prior to invoicing by the Provider.

4.8.       If any invoiced amount is not received by the Provider by the Payment due date, the Provider reserves the right to refuse completion or delivery of work until past due balances are paid.

4.9.       If any invoiced amount is not received by the Provider by the Payment due date, those charges may accrue late payment interest at the annual rate of 8% plus the Bank of England base rate, accruing and calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is lower.

4.10.    In the event of collection enforcement, the Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorney fees, court costs and collection agency fees.

4.12.    The Provider shall invoice the Client for the Payment upon completion of the Services.

5.    Statement of Work

5.1.       The Statement of Work and the obligations therein shall terminate upon the Client’s acceptance of all Services completed and completion of full payment to the Provider.

5.2.       The Parties may enter into any additional and subsequent Statement of Work for additional Services to be delivered by the Provider to the Client and subject to the terms of this Agreement, unless otherwise specified.

5.3. Any amendments to the Services outlined in the Statement of Work after agreement of both Parties to this Agreement, including, but not limited to, the schedule, deliverables and related fees, must be approved by written consent of both Parties and are subject to a reasonable period of notice from and to each Party.

5.4.       All sales of any and all digital products and/or downloads are final and no refund shall be issued.

6.    Work Product Conformity

6.1.       The Provider warrants that all Services delivered and Work Product shall fully conform to the requirements and specifications set in this Agreement and relevant Statement of work (and any subsequent “Statement of Work”).

6.2.       If the Client determines that the Work Product does not conform to the requirements and specifications set in this Agreement and the relevant Statement of Work, the Client shall inform the Provider of such nonconformity within three (3) working days of the Work Product delivery. The Provider shall therefore repair or replace the Work Product without additional charge.

6.3.       If the Client fails to inform the Provider of such nonconformity within three (3) working days, the Provider is under no obligation to complete remedial work free of charge and reserves the right to complete such remedial work as billable in full to the Client.

6.4.       Any remedial work requested by the Client that goes beyond the specifications agreed in this Agreement and relevant Statement of Work is billable in full to the Client.

7.    Working Conditions

7.1.       Unless otherwise detailed in this Agreement, the Provider shall have full control over working time and methods in relation to the Services in accordance with this Agreement.

7.2.       The Provider shall work autonomously and not at the direction of the Client while being responsive to the reasonable needs and concerns of the Client.

7.3.       All services shall be performed and delivered virtually by the Provider via e-mail, phone, online communication platforms or other virtual means from the Provider’s location in the United Kingdom, unless otherwise agreed in writing.

7.4.       In the event that non-virtual interaction is agreed in writing, the Client agrees to pay all reasonable expenses incurred beyond the Provider’s virtual means of work.

8.    Independent Relationship

8.1.       The relationship of the Provider to the Client shall be and remain that of an independent contractor.

8.2.       The Provider shall not in actuality nor representation, engage in any partnership, agency, employer-employee or joint venture relationship with the Client.

8.3.       The relationship of the Provider to the Client shall be non-exclusive. The Provider shall be free to provide Services to any other company with the exception of any circumstance in which a conflict of interest or the disclosure of Confidential Information (see clause 12) shall arise.

9.    Materials

9.1.       The Client is responsible for providing all pertinent, necessary, accurate and complete information necessary for the Provider to complete the Services.

9.2.       The Client shall provide all necessary materials and/or information in a clear, legible and accessible format.

9.3.       The Client is responsible for ensuring that the necessary permissions for use of all provided materials and/or information are obtained.

9.4.       The Client is responsible for all costs relating to business operations including those that require execution of Services by the Provider, including, but not limited to, license fees, application fees, membership fees, account fees and purchasing of material or virtual commodities.

10. Ownership Rights

10.1.    All processes and methods conceived, practiced or developed by the Provider during the Term of the Agreement, alone or in conjunction with others, in connection with execution of the Services (the “Work Processes”) will be the sole and exclusive property of the Provider.

10.2.    All intellectual property and related materials, including trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property) that is developed or produced under this Agreement, shall be the sole property of the Client.

10.3.    The use of the Intellectual Property by the Client shall not be restricted in any manner.

10.4.    The Provider shall not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Provider shall be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

11.   Data Protection

11.1.    “Personal Data” refers to any information relating to an identified or identifiable individual that is provided by the Client to the Provider in connection with the Services.

11.2.    Both Parties shall ensure that they are in full compliance with their respective obligations under the Data Protection Act 2018.

11.3.    Both Parties shall ensure that they are in full compliance with their respective obligations under the UK General Data Protection Regulation (UK GDPR).

11.4.    Both Parties shall agree to and sign a Data Processing Agreement (DPA), provided by the Provider or the Client.

12.  Confidentiality

12.1.    “Confidential Information” refers to any data or information relating to the Provider or to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Provider or to the Client, and that is not in the public domain.

12.2.    The Provider may be granted access to Confidential Information relating to the Client’s business (including, but not limited to, personnel information, financial data, technical information, business strategy information, customer information and supplier information) that the Client has a duty to treat as confidential.

12.3.    Unless prior written consent is obtained by the receiving Party, both Parties agree to:

• hold all Confidential Information about, or provided by, the other Party in strictest trust and confidence;

• not disclose, divulge, reveal, report or use, for any purpose not expressly permitted or required by this Agreement, any Confidential Information, unless required to do so by law;

• not allow any third party to access, disclose, divulge, reveal, report or use, for any purpose not expressly permitted or required by this Agreement, any Confidential Information, unless required to do so by law.

12.4.    Should the Client choose to divulge any password, login or security information to the Provider thereby granting the Provider access to any of the Client’s business and/or personal accounts of any nature, the Client does so entirely at their own risk.

12.4.1.    The Client shall be solely responsible for any data accessible by the Provider.

12.4.2.    The Provider agrees to use any accessible account in the name of the Services agreed only.

12.5.    The obligations of confidentiality shall apply during the Term and shall survive indefinitely upon termination of this Agreement.

12.6.    The obligations of confidentiality shall not apply to any Confidential Information that can be proven to:

a.       be in the public domain at the time that it was communicated to the receiving Party;

b.       enter the public domain subsequent to the time that it was communicated to the receiving Party through no fault of the receiving Party;

c.       be in the possession of the receiving Party free of any obligation or reasonable assumption of confidence at the time that it was communicated to the receiving Party.

12.7.    Upon termination of this Agreement, or upon the disclosing Party’s written request, the receiving Party shall promptly return or securely destroy all copies of Confidential Information.

13.  Dispute Resolution

13.1.    The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of England & Wales, without giving effect to the principles of conflict of laws.

13.2.    The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration.

13.3.    In the event that any alternative dispute resolution procedure is not agreed between the Parties, the Parties agree to submit to the exclusive jurisdiction of the Courts of England & Wales in respect of any dispute which arises out of, or under, this Agreement.

14.  Limitation of Liability

14.1.    In no event shall the Provider be liable for any consequential, indirect, exemplary, special, or incidental damages arising from, or relating to, this Agreement.

14.2.    The total aggregate liability of the Provider to the Client under or in connection with this Agreement shall not exceed the total amount of fees paid or payable to the Provider under this Agreement during the 12 months preceding the date the claim arose.

14.3.    Both Parties affirm that the appropriate insurance coverage with regards to the Services agreed upon has been obtained.

15.  Indemnification

15.1.    With the exception of any amount paid in settlement from applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party and its respective affiliates against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount, which result from or arise out of any act or omission of the indemnifying party and its respective affiliates, that occurs in connection with this Agreement.

15.2.    This indemnification shall survive the termination of this Agreement.

16.  General Provisions

16.1.    Representation: Each Party hereby warrants and represents that such Party is free to enter into this Agreement and that this Agreement does not violate the terms of any other agreement between such Party and any other third party.

16.2.    Amendments and waivers: Any term of this Agreement may only be amended or waived with the written consent of both Parties.

16.3.    Severability: In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, under applicable law, all other provisions shall nevertheless continue to be valid and enforceable with the invalid or unenforceable part(s) severed from the remainder of the Term of this Agreement.

16.4.    Assignment: The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

16.5.    Enurement: This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

16.6.    Subcontracting: Except as otherwise provided in this Agreement, the Provider may, at the Provider’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Provider under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

16.6.1.    In the event that the Provider hires a sub-contractor:

a.     The Provider will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Provider.

b.     For the Purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Provider. 

16.7.    Force majeure: The Provider shall not be in breach of this Agreement in the event that fulfilment of the obligations herein is prevented by an event of Force Majeure or any event beyond its reasonable control, including, but not limited to, natural disaster, war, terrorism, pandemic or epidemic, or government actions.

17. Miscellaneous

17.1.    Governing law: This Agreement shall be governed by and construed in accordance with the Laws of England & Wales.

17.2.    Publicity: The Provider is permitted to use the Client’s name and company logo in its marketing materials and website as an indication of its business relationship with the Client, subject to the client’s standard trademark usage guidelines as communicated to the Provider as required.

17.3.    Electronic execution: This Agreement and any amendments hereto may be executed electronically.

17.4.    Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original but shall collectively constitute one and the same.

17.5.    Copyright: It is not permitted to copy, reproduce, publish, distribute or sell this product. This product is the property of Seventeen Social and protected under copyright.

18. Disclaimer

18.1. The information provided by us on our Site is for general informational purposes only. All information on the Site is provided in good faith, however we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information on the Site. Under no circumstances shall we have any liability to you for any loss or damage of any kind incurred as a result of the use of the Site or Services or reliance on any information provided on the Site or by the Services. Your use of the Site and the Services and your reliance on any information provided by the Site or the Services is solely at your own risk.

18.2. The Site may contain testimonials by users of our products and/or Services. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to those particular users, and may not necessarily be representative of all users of our products and/or services. We do not claim, and you should not assume, that all users will have the same experiences. Your individual results may vary. The testimonials on this Site are submitted in various forms such as text, audio and/or video, and are reviewed by us before being posted. They appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public. The views and opinions contained in the testimonials belong solely to the individual user and do not reflect our views and opinions. We are not affiliated with users who provided testimonials, and users are not paid or otherwise compensated for their testimonials.