Buzz Corporation Ltd t/a Briannajohnston.com (referred to hereafter as the “Service Provider” “Briannajohnston.com”, “we”, “us” or “our”) is a limited company registered in England under company number 12737168, whose registered address is First Floor Office, 3 Horton Place, London, W8 4LZ

We provide Social Media Support and Business Coaching Services to business clients. We have reasonable skills, knowledge, and experience in that field. These Terms and Conditions shall form the basis of contracts for the provision of services by us to our clients.

The Client (referred to hereafter as the “Client” or “you”).

Definitions attached in Schedule 1 

1. Information

Unless the context otherwise requires, each reference in these terms to:

1.1       “writing”, and any similar expression, includes a reference to any communication effected by electronic or similar means;

1.2       a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time, including secondary legislation made from time to time;

1.3       a reference to “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.4       a reference to a "Party" or the "Parties" refer to the parties to the Contract;

1.5       these terms apply to all services that you instruct us to provide and cannot be varied or amended except in writing and signed by both parties;

1.6       where these terms and conditions relate to more than one person, the liability is joint and several.  invoices are payable by you, regardless of any arrangement you may have with any third party;

1.7       where services are accepted and/or purchased on behalf of a company or other legal entity you confirm that you have the authority to enter into such an agreement with me;

1.8       any person under the age of 18 is not permitted to use or purchase of services;

1.9       where you are a Limited (Liability) Company, we require Director(s)/Controlling Shareholder(s) to guarantee your liabilities to us or provide suitable security for payment.  We reserve the right to suspend all work until satisfactory guarantees are provided;

1.10     the headings used in these terms are for convenience only and shall have no effect upon the interpretation of these terms;

1.11     words imparting the singular number shall include the plural and vice versa; and

1.12     references to any gender shall include the other gender.

2.  Engagement of the Briannajohnson.com

2.1       The Client hereby engages Briannajohnston.com to provide Social Media Marketing Services and/or Business Coaching.

2.2       Any quotations issued by us shall not constitute a contractual offer capable of acceptance. Quotations are valid for a period of 30 Business Days only from the date of issue.

2.3       These terms shall enter into force on the date stated in your Agreement.  The full details of Services are listed within your engagement letter, including (but not limited to duration, fees and agreed services)

3.  The Social Media Marketing & Business Coaching Services

3.1       With effect from the agreed date, we shall, throughout the term of our Agreement and any or all agreed Subsequent Agreements, provide Social Media Marketing Services and/or Business Coaching to the Client.

3.2       We shall provide Social Media Marketing and Business Coaching Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing and business coaching industry in the United Kingdom.

3.3       We shall use reasonable endeavours to meet and carry out any reasonable instructions given to us by the Client provided that such instructions are compatible with the scope of these terms and the definition of the Services as set out in Schedule 1.

3.4       We shall be responsible for ensuring that we comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Social Media Marketing and Business Coaching Services.

3.5       We shall use all reasonable endeavours to accommodate any reasonable changes to the Social Media Marketing and Business Coaching Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees payable that may be due as a result of such changes.

3.6       We may from time to time require the Client’s input or feedback on Social Media Content prior to its publication in the course of the Social Media Marketing Services.  The Client shall use all reasonable endeavours to respond with the required feedback as soon as possible or, in any event, within 2 business days.

3.7       We shall not be liable for any delays in the provision of the Social Media Marketing and Business Coaching Services that may result from the Client’s failure to comply with any of its obligations (or the delivery requirements applying thereto) under this Clause or any other of its obligations arising under these terms and conditions.

4.  Client obligations

4.1       The Client shall ensure that all information provided shall be complete and accurate.

4.2       The Client shall provide:

4.2.1  all cooperation that is reasonably required by me to enable the provision of Services;

4.2.2  any and all Client Materials that are agreed upon by the Parties [or as otherwise reasonably required] together with any necessary written authorisation and instructions relating to the Client Materials, to enable us to provide the Services; and

4.2.3  to make available any/all Client Platforms (or access thereto) that is agreed upon by the Parties [or as otherwise reasonably required] together with any necessary written authorisation and instructions relating to the Client Platforms, to enable the provision of Services.

4.3       The Client may from time to time issue reasonable instructions to the Service Provider in relation to the provision of the Services. Any such instructions shall be compatible with the Specification.

4.4       In the event that we require a decision, approval, consent, authorisation, or any other communication from the Client in order to continue with the provision of the Services (or any part thereof) at any time, the Client shall provide the same in a reasonable and timely manner.  It should be noted that content for Reels should be provided no later than 4 days before the post is due to be published and must be approved no later than 48hrs before the post is due to be published. Failure to adhere to this will result in the post not being published.

4.5       Any failure or delay in the provision of the Services by the Service Provider which results from the Client’s failure or delay in complying with any of its obligations under the Agreement or any other act or omission of the Client shall not be the responsibility or fault of the Service Provider.

4.6       If any consents, licences or other permissions are needed from any third parties it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

4.7       The Client agrees to conduct themselves in a polite, respectful, and courteous manner when interacting with the Service Provider and/or any of its staff, whether in-person, through written communication, or any other means. 

4.8       In the event that the client engages in behaviour that violates Clause 4.7, the Service Provider reserves the right to take appropriate action, including but not limited to, terminating the contract, refusing service, and pursuing legal remedies.  The Client understands and acknowledges that any breach in relation to Clause 4.7 may result in immediate termination of the contract without any liability on the part of the supplier.

5.  Fees and Payment

5.1       The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.

5.2       The Client shall pay the Fees in accordance with the stated invoice.

5.3      Fees are payable via Stripe account for the purpose of making automatic, recurring payments. The Client hereby authorises the Service Provider to charge the designated Stripe account for all applicable fees and charges as per the terms of this Agreement.  In exceptional cases or as mutually agreed upon by both parties, the Client may make payments via the Bank's Automated Clearing System (BACS). The Firm shall provide the Client with the necessary bank account details and reference information for such payments. The Client shall ensure that BACS payments are made in a timely manner and that any associated fees or charges are borne by the Client.

5.4       Invoices are payable within 7 days save as otherwise agreed in writing between the Parties.

5.5       Where fees are paid for services and the said services do not go ahead through no fault of the Service Provider, no refund shall be given and only at the Service Providers’ discretion will the services be re-booked.

5.6       All payments shall be made in GBP (sterling) in cleared funds to such bank as we may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as is required to be deducted or withheld by law.

5.7       Any sums which remain unpaid following the expiry of the period set out on the invoice shall incur interest on a daily basis at 8% above the base rate of Lloyds Bank from time to time until payment is made in full of any such outstanding sums, as well as any other statutory compensation.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.

5.8       If we are required to issue proceedings to recover any fees or disbursements and we are successful in such proceedings, you agree that you will pay our legal/advisory costs of such proceedings even if the amount claimed is suitable for the small claims track.

6. Access to Our Site

6.1       Access to the website and content is free of charge.

6.2       It is your responsibility to make the arrangements necessary in order to access the website.

6.3       Access to the website is provided on an “as is” and an “as available” basis. We may suspend or discontinue the website (or any part of it) at any time. We do not guarantee that the website will always be available or that access to it will be uninterrupted.

7. Changes to the website

We may alter and update the website (or any part of it) at any time.  If we make any significant alterations to the website), we will try to give you reasonable notice of the alterations.

8.  Intellectual Property Rights

8.1       Content made available by us or made available through us is owned by Briannajohnston.com or other content providers and includes but is not limited to text, images, visual content, and trademarks and is protected by intellectual property law.

8.2       We shall retain the copyright of all Intellectual Property unless transferred upon full payment of our invoice and with my express written consent to transfer ownership.

8.3       We reserve the right to use the completed project and any preliminary designs for the purpose of publications, marketing and promotional purposes.

8.4       We do not permit the user, without prior written consent from us to:

8.4.1    Copy our content;

8.4.2    Distribute our content; adapt, modify or translate the content; 

8.4.3    Use, lease or attempt to grant others the right to our content; or

8.4.4    Use the Briannajohnston.com brand or third-party trademarks or use such branding or trademarks to suggest we are affiliated with or endorse the Client.

8.5       In respect of third-party intellectual property that is featured on my website - this may be owned by a third party and does not belong to us and remains the property of the third-party proprietor.  Therefore, you agree not to access or use third-party intellectual property.

8.6       If you believe that content made available by us infringes any copyright or intellectual property rights please contact us at [email protected] with your concerns or request to remove the allegedly infringing content and supply us with the information that will enable us to locate the alleged infringing content.

9.  Liability, Indemnity & Insurance

9.1       We shall ensure that we have in place at all times suitable and valid insurance, copies of certificates are available upon request.

9.2       In the event that we fail to perform the Services with reasonable care and skill we shall carry out any and all necessary remedial action at no additional cost to the Client.

9.3       Our total liability for any loss or damage caused whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sum of £500.00.

9.4       Neither Party shall be liable to the other for any loss of profit, indirect, special or consequential loss or damages.

9.5       We shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by us.

9.6       Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, or other forms of liability that cannot be excluded or limited by law.

9.7       Neither Party shall be liable to the other or be deemed to be in breach of the terms by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control. Please see Clause 15.

10.  Warranties

10.1     Briannajohnston.com represents, warrants, undertakes, and agrees with the Client that all content produced by us in the course of providing the Social Media Marketing & Business Coaching Services (including, but not limited to, Social Media Content) shall be original to the Service Provider (save to the extent that it incorporates any of the Required Information, Required Materials or other Client Materials), and shall not infringe any Intellectual Property Rights belonging to a third party.

10.2     The Client represents, warrants, undertakes and agrees with the Service Provider that the Required Materials and any other Client Materials shall be original to the Client (or that, where any Required Materials or other Client Materials are provided by a third party, it has received the necessary consents or permissions to use the same) and shall not infringe any Intellectual Property Rights belonging to a third party.

10.3     The Client represents, warrants, undertakes and agrees with the Service Provider that the Required Materials and other Client Materials shall not, under the laws of England and Wales, be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material that has been obtained in violation of the Data Protection Act 2018, the UK GDPR, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any similar domestic/foreign legislation and nothing contained in the Required Materials or other Client Materials will, if published, constitute a contempt of court.

11.  Confidentiality

11.1     Each Party undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of any Services and even after the termination or expiry:

11.1.1     keep confidential all Confidential Information;

11.1.2     not disclose any Confidential Information to any other party;

11.1.3     not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of these terms;

11.1.4     not make any copies of, record in any way or part with possession of any Confidential Information; and

11.4.5     ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 12.1.1 to 12.1.4 above.

11.2     Either Party may:

11.2.1     disclose any Confidential Information to:

11.2.1.1  any governmental or other authority or regulatory body; or

11.2.1.2  any employee or officer of that Party or of any of the aforementioned persons, parties or bodies.

to such extent only as is necessary for the purposes contemplated by these terms and Agreement (including, but not limited to, the provision of Services), or as required by law.

11.2.2     use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the commencement date of Services, or at any time after that date becomes public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

12.  Term and Termination

12.1     The initial term of this agreement shall be a minimum of three months, during which neither party shall have the right to terminate the contract.

12.2     Thereafter, either Party may terminate any Services at any time by giving to the other not less than 1 month’s written notice.

12.2     Without prejudice to any other right or remedy available to it, either Party may terminate any Services forthwith by giving written notice to the other Party in the following circumstances:

12.2.1   any sum owing to the Service Provider under any of the provisions of any Agreement is not paid within 30 business days of the due date for payment;

12.2.2   the other Party commits any other breach of any of the provisions of any Agreement and, if the breach is capable of remedy, fails to remedy it within 30 business days after being given written notice giving full particulars of the breach and requiring it to be remedied;

12.2.3   an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

12.2.4   the other Party makes any voluntary arrangement with its creditors or, being a company becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

12.2.5   the other Party, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under any Agreement);

12.2.6   anything similar to any of the above under the law of any jurisdiction occurs in relation to the other Party;

12.2.7   that other Party ceases, or threatens to cease, to carry on business; or

12.2.8   control of that other Party is acquired by any person or connected persons not having control of that other Party on the commencement date of any Agreement.  For the purposes of this Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

13. Data Protection

13.1     All personal information that we may use will be collected, processed and held in accordance with the provisions of GDPR Data Protection Regulations 2018 and the retained EU law version of the General Data Protection Regulation (EU 2016/679) (the “UK GDPR”).

13.2     For complete details of the collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to our Privacy Notice available on our website www.briannajohnston.com.

14.  Force Majeure

14.1     Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, epidemic, governmental action or any other event that is beyond the control of the Party in question.

14.2     In the event that a Party cannot perform their obligations hereunder as a result of force majeure for a continuous period of 4 weeks, the other Party may at its discretion terminate the Agreement by written notice at the end of that period.  In the event of such termination, the Client shall agree to pay for all work completed up to the date of termination. 

15.  No Waiver

No failure or delay by either Party in exercising any of its rights shall be deemed to be a waiver of that right, and no waiver by either Party 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.

16.  Assignment

16.1     We may transfer (assign) our obligations and rights under these Terms (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell the business).  If this occurs, you will be informed by Us in writing.  Your rights under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.

16.2     You may not transfer (assign) your obligations and rights under these Terms (and under the Contract, as applicable) without Our express written permission.  Any Agreement is personal to the Parties.  Neither Party may assign, sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

16.3     The Service Provider shall be entitled to perform any of the obligations undertaken by Briannajohnston.com through any other member of its group or through a suitably qualified and skilled agent, employee or consultant/sub-contractor.  Any act or omission of such other member or agent, employee or consultant shall, for the purposes of these terms, be deemed to be an act or omission of the Service Provider.

17.  Relationship of the Parties

Nothing in these terms shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for.

18. Complaints procedure

If for any reason you are dissatisfied with the Service provided, you should, first of all, refer it to the complaints team at [email protected] or to our registered address: First Floor Office, 3 Hornton Place, London, United Kingdom, W8 4LZ.

19.  Notices

19.1     All notices under these terms shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

19.2     Notices shall be deemed to have been duly given:

19.2.1   when sent, if transmitted by e-mail when a successful delivery report or return receipt is generated; or

19.2.2   on the second business day following mailing, if mailed by national ordinary first-class mail, postage prepaid; or

19.2.4   when delivered, if delivered by courier or another messenger during normal business hours of the recipient.

In each case, notices shall be addressed to the most recent address or e-mail address notified to the other Party.

20.  Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these terms.  The remainder of these terms shall be valid and enforceable.

21.  Alternative Dispute Resolution

In the event of any dispute between the Parties arising out of or in connection with any Agreement, the Parties agree to enter into mediation/ADR in good faith to settle that dispute. The Parties shall attempt to resolve any dispute arising out of or relating to any Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.  The costs of mediation/ADR are to be split equally between the parties.

22.  Law and Jurisdiction

22.1     These terms shall be governed by and construed in accordance with, the laws of England and Wales.

22.2     Subject to the provisions of Clause 22, any dispute, controversy, proceedings or claim between the Parties relating to these terms shall fall within the jurisdiction of the courts of England and Wales.

 

Schedule 1 - Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”	means, any day (other than Saturday or Sunday) on which ordinary banks are open;
“Client Materials”	means any and all materials which the Client may provide to the Service provider for use in its provision of the Social Media Marketing and Business Consultancy Services;
“Confidential Information”	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Intellectual Property Rights”	means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights;
“Required Information”	means information concerning the Client’s business, website, and activities required by the Service provider in order to provide Social Media Marketing and Business Consultancy Services;
“Required Materials”	means materials required by the Service Provider in order to provide Social Media Marketing and Business Consultancy Services;
“Services”	means agreed works between the Parties;
“Social Media Content”	means any and all content, including but not limited to posts, ads, and tweets, created by the Service Provider for publication on social media in the course of providing the Social Media and Business Services; and
“Social Media Marketing & Business Consultancy Services”	means the social media marketing and business consultancy services to be provided by the Service Provider to the Client in accordance with these terms and conditions; and