Terms & Conditions
The following definitions and rules of interpretation apply in these Conditions.
Advocacy: Drew + Rose’s highest tier monthly retainer funnel product that provides online and digital services to convert the Client’s customers into the Client’s advocates (inclusive of Engage and Conversion) as further particularised in the Order.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Client: the person or firm who purchases Services from Drew + Rose.
Client Default: has the meaning set out in clause 4.2.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions.
Contract: the contract between Drew + Rose and the Client for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of controlshall be construed accordingly.
Conversion: Drew + Rose’s middle tier monthly retainer funnel product that provides online and digital sales conversion (inclusive of Engage) as further particularised in the Order.
Deliverables: the deliverables set out in the Order produced by Drew+Rose for the Client.
Engage: Drew +Rose’s lowest tier monthly retainer product that aims to engage with and attract the Client’s target audience in relation to its goods and services to the Client’s website as further particularised in the Order.
Events: Drew +Rose’s services relating to planning and delivering events as further particularised in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Drew + Rose: Drew + Rose Limited registered in England and Wales with company number 09238855.
Drew + Rose Materials: has the meaning set out in clause 4.1(h).
Order: the Client’s order for Services as set out in Drew+ Rose’s proposal following acceptance (in any form, including without limitation, clicked acceptance, e-mail confirmation or payment of the Charges) by the Client. In the case of us providing more than one proposal, the latest shall apply.
Services: the services, including the Deliverables, supplied by Drew + Rose to the Client as set out in the Order which may include Engage, Conversion, Advocacy, Website Services and Events, together with any associated services such as onboarding and discovery services.
Website Services: Drew + Rose’s services relating to the creation and development of websites as further particularised in the Order.
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time.
(a) A reference to legislation or a legislative provision:
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email but not fax.
2. Basis of contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Drew and Rose commences the provision of the Services at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any marketing, correspondence or proposal (other than the elements that relate to the Services or the Charges) issued by Drew + Rose, are issued or published for the sole purpose of illustrating Drew + Rose ’s capabilities and shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Supply of Services
3.1 Drew + Rose shall supply the Services to the Client in accordance with the Order in all material respects.
3.2 The Client agrees and acknowledges that the initial period of provision of the Services (typically 1-2 months) are utilised to onboard the Client and to “test and learn” in relation to the Services. The Client and Drew + Rose shall act in good faith towards in order to finesse the Client’s requirements and the Order during this time and the Client further acknowledges that this period carries specific Charges which are further particularised in the Order.
3.3 Drew + Rose shall use all reasonable endeavours to meet any performance dates and conversion commitments specified in the Order, but any such outcomes shall be estimates only and they shall not be of the essence for performance of the Services.
3.4 Drew + Rose reserves the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Live shall notify the Client in any such event.
3.5 Drew + Rose warrants to the Client that the Services will be provided using reasonable care and skill.
4. Client’s obligations
4.1 The Client shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with Drew + Rose in all matters relating to the Services;
(c) provide Drew + Rose with such information and materials as Drew + Rose may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
4.2 If Drew + Rose’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, Drew + Rose shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Drew + Rose performance of any of its obligations;
(b) Drew +Rose shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Drew + Rose failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Client shall reimburse Drew +Rose on written demand for any costs or losses sustained or incurred by arising directly or indirectly from the Client Default.
5. Charges and payment
5.1 The Charges for the Services are set out in the Order.
5.2 The Client agrees and acknowledges that Drew +Rose will not be responsible for paying for any online or digital media, costs to third parties or expenses relating to or associated to the Services and the Client will be responsible to pay the same.
5.3 Drew+Rose reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
5.4 Drew + Rose shall invoice the Client in advance of the Services and Drew + Rose shall be entitled to suspend the provision of the Services until each invoice is paid in full by cleared and immediately available funds in the event that any invoice is not paid within 7 days.
5.5 The Client shall pay each invoice submitted by Live:
(a) within 7 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Drew +Rose, and
time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Drew + Rose to the Client, the Client shall, on receipt of a valid VAT invoice from Drew + Rose, pay to Live such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If the Client fails to make a payment due to Drew + Rose under the Contract by the due date, then, without limiting to any other remedies available to Drew +Live, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Drew +Rose.
6.2 Drew +Rose grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.
6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Client grants Drew + Rose a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Drew + Rose for the term of the Contract for the purpose of providing the Services to the Client.
7. Data protection
The parties shall comply with their data protection obligations.
8. Limitation of liability
8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to clause 8.3, Drew +Rose’s total liability to the Client shall not exceed the Charges actually paid by the Client and received by Drew +Rose in the 3 month period prior to the liability arising.
8.5 The caps on Drew and Rose’s liabilities shall be reduced by:
(a) payment of an uncapped liability;
(b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
8.6 Subject to clause 8.2 and clause 8.3, this clause 8.6 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.7 Unless the Client notifies Drew + Rose that it intends to make a claim in respect of an event within the notice period, Drew +Rose shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.8 This clause 8 shall survive termination of the Contract.
9.1 The Contact shall commence and be effective from the Commencement Date and subsist for such period as set out in the Order or until terminated on mutual agreement of the Client and Drew +Rose or by operation of these Conditions.
9.2 The Client may not terminate or suspend the Contract without cause.
9.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(c) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.4 Without affecting any other right or remedy available to it, Drew + Rose may terminate or suspend the Contract with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) there is a change of control of the Client;
(c) the Client becomes subject to any of the events listed in clause 9.3(b) or clause 9.3(c), or Drew + Rose reasonably believes that the Client is about to become subject to any of them; or
(d) Drew +Rose reasonably believes that the Client is about to become subject to any of the events listed in clause 9.3(a).
10. Consequences of termination or expiry
10.1 On termination or expiry of the Contract:
(a) the Client shall immediately pay to Drew + Rose all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Drew + Rose shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of Drew + Rose Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Drew + Rose may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.
(b) Each party may disclose the other party’s confidential information:
(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
11.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.
- (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- (ii) sent by email.
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii),business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(b) Any notice shall be deemed to have been received:
(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.9 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.