1.1. These terms and conditions of business (“the Terms”) shall apply to all agreements concluded between Launch Wise Limited a company incorporated in England under company number 08729924 whose registered office is at LAUNCH WISE LTD, MANUFACTORY HOUSE BELL LANE, HERTFORD, HERTFORDSHIRE, SG14 1BP (trading as and hereinafter called “Launch Wise”) and Launch Wise customers (hereinafter called “the Customer”). The Terms may only be derogated from by express written agreement between Launch Wise and the Customer.
1.2. An agreement concerning the delivery of Services from Launch Wise to the Customer shall be legally binding only when an order has been accepted in writing between the Parties (hereinafter called “the Order”). This shall occur either when Launch Wise has notified the Customer of its acceptance of the Order or when Launch Wise has started to perform the Services having received the Order whichever happens first. The Order and any appendices to the Order may contain provisions supplementing or taking precedence over the present Terms of Business. Any subsequent amendments to the Order or Services added to or removed from the Order must be effected in writing and be accepted by both parties.
1.3. Services involved in the execution of an Order in accordance with the present Terms may cover, but shall not be limited to, consultancy services in connection with media and online marketing strategies, search engine optimisation, pay per click marketing, social media management, social media marketing, social media advertising, web design and development, management of email campaigns, content creation (“the Services”).
5.1. Launch Wise shall submit invoices in accordance with the Order but unless specified otherwise therein, Launch Wise shall be entitled to submit an invoice in connection with the conclusion of an Order (which for the avoidance of doubt means the date the contract is entered into). For consultancy services, Launch Wise shall be entitled to invoice up to 50 per cent of the budgeted price upon conclusion of the Order and subsequently every month according to Services consumed, on a pro rata basis or as agreed. For ongoing Services, Launch Wise shall be entitled to invoice monthly in advance or according to Services consumed, on a pro rata basis or as agreed.
5.2. Invoices shall fall due for payment within 14 days of the invoice date. The invoice number shall be stated on all payments.
5.3. In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the late payment of commercial debts (interest) at 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher). At Launch Wise’s discretion, a fee of $10 (to cover administrative expenses and not as a penalty) shall be charged per reminder submitted to the Customer. Launch Wise shall be entitled to submit such reminders on a weekly basis once the fees have become over due for payment. Launch Wise expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums , the Customer shall be liable for all costs associated with collection efforts, including legal fees.
5.4. Late payment shall be considered as constituting a material breach of the Order entitling Launch Wise (at its discretion) to cancel the Order or to affirm the Order and assert the usual remedies for breach.
5.5. In the event that a Service cannot be delivered either in full or in part due to the Customer’s failure to assist or delay in assisting in the execution of the Order Launch Wise shall be entitled to charge to the Customer an amount, possibly estimated, corresponding to the amount that would have been due had the Service been rendered in accordance with the Order. Launch Wise shall be entitled to payment on the basis of Launch Wise’s price list applicable from time to time for any additional work required because of the Customer’s failure to assist or delay in assisting.
7.1. Except as expressly stated in this Clause 7 Launch Wise shall have no liability to the Customer for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Customer by any third party.
7.2. Without prejudice to the generality of Clause 7.1 above, Launch Wise shall have no liability for any losses or damages which may be suffered by the Customer whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
7.2.1. Special damage even though Launch Wise was aware of the circumstances in which the special damage could arise;
7.2.2. Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
7.2.3. Loss of data; and
7.2.4. Fraudulent clicks on any of the Customer’s accounts managed by Launch Wise.
7.3. The above exclusions shall apply to the fullest extent permissible at law but Launch Wise does not exclude liability for:
7.3.1. Death or personal injury caused by the negligence of Launch Wise, its employees or agents; or
7.3.2. for fraud.
7.4. To the extent such liability is not excluded by sub-clauses 7.1, 7.2, 7.5 and clause 8 below, Launch Wise’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Order or any other agreement with the Customer relating to the Services or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum of the amounts invoiced to the Customer during the past 3 months before the Customer’s written claim to Launch Wise or $100,000 (whichever is the lower).
7.5. Launch Wise will endeavour to provide the services within a reasonable timeframe but (in particular where Launch Wise are dependent upon another operator to provide the services and/or due to technical reasons) cannot guarantee to do so, and Launch Wise will have no liability for any failure to meet such time commitments.
8.1. Launch Wise shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. Launch Wise shall be obliged to assist in remedial efforts if so requested by the Customer. Any work connected with remedial efforts as described above shall be charged to the Customer separately in accordance with the terms applicable to the Order or on the basis of Launch Wise’s price list applicable from time to time.
8.2. Launch Wise shall not be liable for any changes made without notice by the Customer or a third party employed by the Customer to domain names, websites, links, technical setup etc. and affecting the Services delivered by Launch Wise. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Customer in accordance with the terms applicable to the Order or on the basis of Launch Wise’s price list applicable from time to time.
8.3. Launch Wise shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners and sponsorships in accordance with the guidelines applicable to the relevant search engines. However, Launch Wise shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond Launch Wise’s control and shall reserve the right to make changes to Services as a result thereof. In addition, Launch Wiseshall not be liable for other changes or discontinuation of search engines.
8.4. Launch Wise shall not be liable for Services relating to search engine optimisation, links, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, Launch Wise shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
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