Terms & Conditions – Online PR
Brain PR and the Client agree that the Client may use Brain PR’s Works (as defined in the MSA) at the termination of this Statement of Work at no additional cost to the Client.
Content Collection and content submitted by the client:
The Clients Content may be in the form of images, graphics, photographs, videos, animation, sound recordings, music, comments, a combination of the above and or any other hybrid form derived from the above-mentioned.
The client agrees that the content supplied must not contain or be accompanied by any content that is illegal, abusive, discriminatory, defamatory, derogatory, harassing, harmful, indecent, libelous, hateful, offensive, objectionable, obscene, and/or threatening. The client content is forbidden from containing or being accompanied by any content relating to nudity or pornography.
The client agrees that they will only supply content which they own all rights to the and all elements thereof. The client Content is your own creation or you own the rights to, and it does not contain any element which infringes or violates the rights or could be deemed to infringe or violates these rights (including without any limitation the intellectual property rights, the copyright, trademarks, the rights of privacy, the patent, the trade secrets, confidentiality) of other persons.
The client agrees, that the storage and or the use of the clients content must not and does not in any way violate any applicable laws, rules and or any requirements (including without any limitation the terms or conditions of the websites or social media platforms on which they have been uploaded, published or posted on or are hosted on), as well as the terms and conditions of our service provider(s) including without any limitation those platforms that provide social curation tools, as well as user-generated content (UGC) software and management systems.
The client agrees that the content supplied do not and can not be said to reflect the views or positions of the agency and that they only represent the views, positions and opinions of the client that has submitted the content.
The client agrees that in an instance that individuals or personal data of individuals appear in the content supplied, that the client has obtained documentation of the irrevocable consent from these individuals or their guardian for their likeness or personal data to be included in the clients content; the client content to be on websites, landing pages or social media platforms which you had originally uploaded, published, posted, hosted the client content on; and the client content to be collected, curated, stored, transmitted, transferred, published and or added by the agency, and associated parties for the purposes of delivering your digital marketing services.
This is a non-refundable service. Once the content has been updated and created, further changes and updates will be billed at an additional flat-fee per the above payment schedule. Only one re-work (of maximum 30 minutes) is included in this service, the agency will follow the instructions of the client to implement the content updates, additions and changes, create written copy, captions, articles, hashtags, If more than one re-work is required, each re-work is billed according to the fee schedule.
The client confirms that upon agreeing to these terms and conditions, that they will not modify the content in any way whatsoever that would breach any of the terms and conditions agreed to here.
Duration of Agreement:
Unless otherwise stated in Your Subscription Agreement, Your Subscription has trial period of one month. Your Subscription Agreement with Brain PR will commence on the day that You a) agree to the service Agreement; and b) pay the initial payment due for the one month Subscription in advance. The Subscription ends upon expiration of its duration.
Unless the customer provides written 30 days notice of cancellation in writing, pays the total invoice amount and completes any necessary completion of project forms required by Brain PR to conclude the project. There is a mandatory minimum of one month for this service agreement.
No refunds, partial or otherwise will be given. Only one rework request of maximum 30 minutes is included in this service agreement. Refusal to accept work that is rendered in this service does not entitle the client to any refunds, reworks (partial or otherwise) under any circumstances.
After the expiration of the one month trial period the client or the agency can inform the other other party that they will not continue with the service. Alternatively if the client would like to continue with any Agency services a new subscription must be taken up and a new service agreement will need to be signed with a minimum of a 6 month agreement at the full monthly rate agreed in the payment schedule detailed in this agreement or the prices that are then offered by the agency at that time.
It is essential that You the Client communicate with the Agency and promptly provide all feedback, data, documents, images, content, art or any other information required by the Agency to provide the Services under the clients Subscription Agreement. Your failure to fulfill the Clients Obligations is wholly out of the Agency’s control and may prevent the Agency from the delivery or completion of services in a timely fashion or within the Subscription’s duration or scheduled completion date. If services are not delivered or completed within the Subscription’s duration due or scheduled delivery dates due to the clients delay or failure to fulfill the clients Subscriber Obligations, the Agency may or may not (at their sole discretion) offer the client an opportunity to extend or renew the subscription at the fee then in effect at the time of the subscription renewal or extension or otherwise work with the client, for an additional fee. However, under no circumstances will the Agency i) provide any of the unused or lapsed Services within after the Subscription term has expired and it has not been extended or renewed, or another fee arrangements have been made in advance; or (ii) No refunds or partial refunds, re-works or transfer of subscriptions will be given for any of the expired services.
Waivers, Disclaimers and limitations of liability:
The client agrees Brain PR does not involve itself in the context or circumstances surrounding the clients request for public relations and reputation management. The provision of our services does not mean that Brain PR agrees or disagrees with the position or actions of the client and does not imply or impute any moral, political, social or other value system or beliefs to Brain PR. The clients actions, point of view, expression of opinions and any communication whether verbal, non-verbal, written, illustrated or in any form whatsoever do not represent those of Brain PR under any circumstance. The Agency explicitly refuses any requests, requirements, directions or the like that would change this position.
The Agency will make reasonable efforts to provide the Subscription Services that You have Subscribed to. However, digital marketing and public relations results are impacted by and will depend on innumerable factors, variables and market forces and economic forces that are outside of the Agency’s control. Due to this, and although your subscription is intended to support the Client to meet their goals, the outcome and final results may vary.
Public Relations and Digital Marketing, INCLUDING, BUT IS NOT LIMITED TO ALL THE RELATED SERVICES, DATA, MATERIALS , PUBLICATIONS, SOCIALS AND DIGITAL ASSETS, WEBSITE OR ALL OTHER CONTENT , ETC. ARE PROVIDED “AS IS.”
The Client understands that PUBLIC RELATIONS AND OTHER DIGITAL MARKETING SERVICES can not control the responses, feedback, push-back or any other negative responses from individuals, business, organisations, governments, social groups or anyone or anybody at anytime in anyway via any channel.
THE AGENCY SPECIFICALLY EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY ASSURANCES, WARRANTY, EXPRESS OR IMPLIED, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, PROFITABILITY, SATISFACTORY QUALITY, SATISFACTORY STANDARD OR FITNESS FOR A SPECIFIC PURPOSE, GENERAL OR PARTICULAR PURPOSE. THE AGENCY IS NOT LIABLE FOR DAMAGES IN ANY WAY OF ANY KIND ARISING FROM OR THAT MAY ARISE FROM THE USE OF PUBLIC RELATIONS AND OTHER DIGITAL MARKETING SERVICES, ITS CONTENT AND/OR THE INFORMATION OR DATA OR SERVICES THAT ARE PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT ARE NOT LIMITED TO, THE DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. PUBLIC RELATIONS AND OTHER DIGITAL MARKETING SERVICES, ITS FUNCTIONS, OR THE INFORMATION, MATERIALS AND CONDUCT AVAILABLE IN CONNECTION THEREWITH ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR OR WITHOUT FLAW. THE CLIENT ASSUMES THE ENTIRE COST OF ALL SERVICING, UPGRADE, REPAIR, FIX OR CORRECTION DUE TO THE USER’S AND/OR THE CLIENTS USE OF PUBLIC RELATIONS AND OTHER DIGITAL MARKETING SERVICES AND ITS ASSOCIATED MATERIALS, INCLUDING THE AGENCY’S WEBSITE, SOCIALS OR RELATED SERVICES. THE CLIENT AGREES TO TAKE ON ANY ACTIONS OR DIRECTIONS REQUIRED BY APPLICABLE LAW, AND WAIVE ANY CLAIM AGAINST THE AGENCY, ITS OFFICERS, ITS DIRECTORS, EMPLOYEES, AGENTS, STAKEHOLDERS OR CONTRACTORS OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, DIRECT, OR INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF THE CLIENTS USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF PUBLIC RELATIONS AND OTHER DIGITAL MARKETING SERVICES, ITS CONTENT AND/OR INFORMATION, OR DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, WHETHER OR NOT THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Client and the Agency agree that each shall and will maintain and not disclose in full, in part or by insinuation any and all confidential, private or proprietary information that is received from the other due to or in connection with the Clients Subscription and/or Services that are provided in connection therewith.
The Client agrees that the Agency provides these services on behalf of the Client and that articles are written and submitted for publication in the capacity of a Ghost writer or with a pen name. The Client agrees not to disclose the author of the article, the strategy, research or any other elements that contribute to the provision of this service as the work of the Agency unless the Agency provides specific written approval or decides to disclose that they are the author of the article or the creator of the work. If this element of the non-disclosure is breached causing any inconvenience/loss/hardship to the Agency, the client agrees to pay for the financial liability that should arise for the total duration that the inconvenience/loss/hardship is sustained.
Neither the Client nor the Agency will, without the other parties prior explicit written consent, disclose to any third party any information concerning the other’s proprietary, private or confidential information and data, including but that are not limited to the business or the businesses method of working of the other party, which might be revealed as a result of, in the course of or in connection with the Clients Subscription and/or Services, except as required by law, to the extent that such information may become public knowledge, may be acquired or generated by either party independently from something other than by a breach of this clause or to obtain legal or tax advice. If such a situation may arise, the party who is required to breach this non-disclosure agreement must notify the other party in writing of the requirement and or intention to breach, with the intention of giving the impacted party the opportunity to seek an injunction or take the necessary action to prevent such disclosure in any legitimate way that is made available to them.
This agreement clause shall survive the termination of the Clients Subscription Agreement.