BACKGROUND
1. The Client is of the opinion that MW Digital has the necessary qualifications, experience and abilities to provide services to the Client.
2. MW Digital is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
3. MW DigitalTM MW Digital YorkshireTM and the G1 ProgrammeTM are owned and operated by Ward & Ward York Ltd.
4. Ward & Ward York Ltd are a company registered in England and Wales, registration number: 11308209. Our registered address is 2 Clifton Moor Business Village, James Nicolson Link, York, YO30 4XG.

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 MW Digital (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED
5. MW Digital may provide products and/or services in conjunction with other joint venture partners (“Partners”) on a self-employed consultancy basis.
6. These Terms set out the terms and conditions on which we and our Partners supply products and/or services to you (“Client” or “you”). If you have any queries, please contact us to discuss.
7. The Client hereby agrees to engage MW Digital to provide the Client with the following services (the "Services"):
o Design and host videos
o G1 ProgrammeTM
o Social Media optimisation, including management of Social Media accounts
o Management of Facebook ad manager account and Facebook adverts (incl.Instagram)
o Online Branding Development
o GMB optimisation
o Facebook and Messenger Chatbot services
o SMS marketing services
o Website creation and hosting
o Website optimisation
o QR code creation
8. The Services will also include any other tasks which the Parties may agree on. MW Digital hereby agrees to provide such Services to the Client.
9. Our Partners may have their own terms and conditions which apply to the supply of products and/or services. We or our Partners will make these available to you and you agree to comply with such terms and conditions at all times.
10. By signing the Agreement, you agree that the Agreement and these Terms form a legally binding contract between you and us.
11. Unless prevented from an event outside of our control, we and/or our Partners will provide products and/or services on the dates confirmed to you.
12. Products and/or services will be provided using reasonable skill and care.
13. If our supply of products and/or services is delayed by an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
14. We may need certain information from you to provide products and/or services. If you fail to provide such information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying products and/or services late if caused by you not giving us the information we need within a reasonable time of us asking for it.
15. We may have to suspend supply of products and/or services to deal with technical problems and we will notify you if this is the case.
16. If you do not pay us when you are supposed to and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply and will tell you we are doing so. As well as suspending supply, we may charge you interest.
17.  Ads Content. You are solely responsible for all Ads Content that you or your Authorized Users (including MW Digital) upload, publish, display, link to, or otherwise make available via the Services. We have the right but no obligation to review, filter, block, or remove any Ads Content that you publish or make available via our Services. Under no circumstances will we be liable in any way for ads content posted on or made available through our services by you or any other third party. “Ads Content” includes all information, text, images, photos, videos, audio, documents and other content in any media and format which is provided or made available to us in connection with your use of the Services.
18. We are not responsible for any services provided by the Advertising Platforms, or for any other services, information or content accessed or purchased through MW Digital, which you may be able to access, use or connect to with our Services (together with the Advertising Platform services, the “Third-Party Services”). If you access a Third-Party Service through us, you do so at your own risk. When accessing any Advertising Platform services, you are responsible for complying with all of the terms, conditions, policies and guidelines which the applicable Advertising Platforms impose on their users.
19. You remain responsible for the payment of the ads purchased through our Services directly to the Advertising Platforms.

EXCLUDED SERVICES
20. Our Partners may offer you additional services with our consent (Excluded Services). If you accept or proceed with any Excluded Services, the contract will be between you and the Partner and not between you and us.
21. We do not recommend or endorse any of the Excluded Services or offer any guarantees as to the Excluded Services or any potential financial return arising from them. If you agree to take Excluded Services you are doing so at your own risk.
22. We suggest that you make your own investigations and enquiries regarding Excluded Services before acting upon any advice or investment opportunity provided to you.
23. Because the Excluded Services are carried out between you and the Partner, we will not be responsible for any costs or losses you or any person connected with you, incur as a result of those Excluded Services.
24. By placing an order, you are agreeing to waive forever and release us and our affiliates and partners from any claims you may have against us arising out of or in connection with the Excluded Services.
TERM OF AGREEMENT
25. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
26. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 14 days' written notice to the other Party.
27. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
28. This Agreement may be terminated at any time by mutual agreement of the Parties.
29. Except as otherwise provided in this Agreement, the obligations of MW Digital will end upon the termination of this Agreement.

PERFORMANCE
30. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY
31. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

PAYMENT
32. MW Digital will charge the Client for the Services at the rate set out above, or agreed in writing with the client.
33. A minimum deposit of £200.00 (the "Deposit") is payable by the Client upon execution of this Agreement.
34. For the remaining amount, the Client will be invoiced as one lump sum, in line with an agreed payment plan, or every month – as specified in the Agreement.
35. Invoices submitted by MW Digital to the Client are due within 14 days of receipt.
36. Unless otherwise indicated the Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.
37. MW Digital will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and MW Digital will indemnify the Client in respect of any such payments required to be made by the Client.
38. MW Digital will be solely responsible for the payment of all remuneration and benefits due to the employees of MW Digital, including any National Insurance, income tax and any other form of taxation or social security costs.
39. MW Digital will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
40. You must timely pay all applicable fees based on our payment terms, except with respect to Services that we expressly offer free of charge. If you sign up for a free trial period for a Service that is subject to charges, we may require you to provide us with a valid credit card or other payment method and start charging you automatically on the first day after the free trial is over, unless you cancel your account before the end of the free trial period.
41. You remain responsible at all times for the direct payment of the ads purchased through our Services to the Advertising Platforms.

PENALTIES FOR LATE PAYMENT
42. Any late payments will trigger a fee of 3.00% per month on the amount still owing.

CONFIDENTIALITY
43. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
44. MW Digital agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which MW Digital has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
45. All written and oral information and material disclosed or provided by the Client to MW Digital under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to MW Digital.

OWNERSHIP OF INTELLECTUAL PROPERTY
46. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of MW Digital. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
47. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with MW Digital, except as otherwise provided in this agreement.

48. Ads Content. You retain all right, title and interest to your Ads Content which you may upload to or with our Services. We will not use your Ads Content except for purposes of providing, supporting and improving our Services and in full compliance with all these Terms.
WARRANTY DISCLAIMER
49. No express warranties. We offer the services “as is,” without any express warranties, representations, guarantees or conditions, unless we expressly agree to a limited warranty with a specific reference to this section.
50. Disclaimers. You use all services at your own risk. To the greatest extent permitted by applicable law, we disclaim any warranties, representations, guarantees and conditions of any kind, whether express, implied, statutory, or otherwise. Without limiting the generality of the foregoing, we specifically disclaim all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality, and noninfringement, that the services will meet your requirements, or that our services will always be available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free. In addition, we disclaim any responsibility for any third-party services (including advertising platform services) or activities, any connection to or transmission from the internet, or advertising platforms, any hacking, tampering, or other unauthorized access or use of the services or your account or the information contained therein (including ads content). No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in these terms. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy provided herein.


RETURN OF PROPERTY
51. Upon the expiry or termination of this Agreement, MW Digital will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT MW DIGITAL
52. In providing the Services under this Agreement it is expressly agreed that MW Digital is acting as independent contractor and not as an employee. MW Digital and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION
53. Except as otherwise provided in this Agreement, MW Digital may, at MW Digital's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of MW Digital under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
54. In the event that MW Digital hires a sub-contractor:
o MW Digital will pay the sub- contractor for its services and the Compensation will remain payable by the Client to MW Digital.
o for the purposes of the indemnification clause of this Agreement, the sub- contractor is an agent of MW Digital.

AUTONOMY
55. Except as otherwise provided in this Agreement, MW Digital will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. MW Digital will work autonomously and not at the direction of the Client. However, MW Digital will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT
56. Except as otherwise provided in this Agreement, MW Digital will provide at MW Digital’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

EXCLUSIVITY
57. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
58. MW Digital agree for the duration of this agreement not to provide identical services to any other business in the same business sector and location as the Client.

NOTICE
59. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses at the top of this agreement, or to such other address as either Party may from time to time notify the other.

LIMITATION OF LIABILITY
60. our total liability to you shall not exceed the aggregate amount of the charges paid by you to us in the year preceding a claim.
61. We shall not be liable to you for any of the following:
o loss of profits;
o loss of sales or business;
o loss of agreements or contracts;
o loss of anticipated savings;
o loss of use or corruption of software, data or information;
o loss of or damage to goodwill; and/or
o indirect or consequential loss.
62. To the fullest extent permissible by law:
o the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract; and
o all terms, conditions and warranties implied by custom, general law or statute are excluded from the contract.
63. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred 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.
64. Exclusion. We shall not be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill use, or data or other intangible losses, that result from the use of, or inability to use, the services or any other aspect of these terms. Under no circumstances will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or your account or the information contained therein.
65. This clause shall survive termination of the contract.

FORCE MAJEURE
66. If the provision of the products and/or services as contemplated by these Terms are prevented or cancelled because of an act of God, an accident, fire, blackout, flood, or any other calamity, or if by reason of strikes, or lockouts, or any other event beyond the control of both parties, the Provider may as its option postpone the delivery of the services from the original schedule.

INDEMNIFICATION
67. Except to the extent paid in settlement from any 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 directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT
68. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE
69. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT
70. MW Digital 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.

ENTIRE AGREEMENT
71. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT
72. 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.

TITLES/HEADINGS
73. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GOVERNING LAW
74. This Agreement will be governed by and construed in accordance with the laws of England.

SEVERABILITY
75. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER
76. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

REFUNDS
77. The Client may claim a full refund of the promotional offer within 30 days from the date the order was placed. This can be claimed by emailing [email protected] explaining the reason for requiring a refund. MW Digital Yorkshire will accept this request unconditionally as long as it has been made in the set time period. All materials produced will be returned to MW Digital Yorkshire and the contract will terminate immediately. Any Videos produced by MW Digital Yorkshire must be taken down from their own and the client's platforms within 14 days of the cancellation. At the absolute discretion of MW Digital Yorkshire, such content may be allowed to continue to be hosted online.