1. Definitions
1.1 “Agreement” refers to these Terms and Conditions and any Schedules attached hereto.
1.2 “Company” refers to WOW Media UK Ltd.
1.3 “Client” refers to the individual or entity entering into this Agreement with the Company.
1.4 “Services” refers to the automation consultancy support provided by the Company via email and phone.
1.5 “Retainer Fee” refers to the monthly payment made by the Client to the Company for the Services.
2. Services
2.1 The Company agrees to provide the Client with automation consultancy support via email and phone for a set number of hours as agreed upon by both parties.
2.2 The specific hours and nature of the Services will be detailed in the website order process prior to the commencement of this Agreement.
2.3 Service Inclusions:
– Automation Planning and Discovery: Consultation and advice on automation strategy.
– Developing Automations: Creating automations on platforms like Make and Zapier, including integrating custom APIs.
– Support: Providing support via Slack, email, and phone.
– Monitoring Automations for Errors: Monitoring the automation platforms (Make and Zapier) for reported errors and investigating them. This does not include monitoring the specific end results of individual automations.
– Answering Automation-Related Questions: Assistance with queries related to automation.
2.4 Exclusions: The Services do not include ongoing monitoring of specific automation end results, or any other tasks not explicitly mentioned above.
3. Term and Termination
3.1 This Agreement shall commence on the date of signing and continue on a monthly basis until terminated by either party.
3.2 Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party.
4. Payment
4.1 The Client agrees to pay the Company the Retainer Fee on a monthly basis.
4.2 The Retainer Fee shall be paid in advance on the first day of each month.
4.3 Payments are non-refundable.
4.4 In the event of termination, the Client shall pay the Company for any Services rendered up to the date of termination on a pro-rata basis.
4.5 The Company reserves the right to increase its hourly rate at any time. Clients on monthly billing will be given three (3) months’ notice before any rate increase takes effect. Clients on annual billing will maintain their current rate until the end of their agreement term but will also receive three (3) months’ notice of any upcoming rate increase.
5. Confidentiality
5.1 Both parties agree to keep confidential all information disclosed by the other party that is identified as confidential or that ought reasonably to be considered confidential.
5.2 This obligation of confidentiality shall survive the termination of this Agreement.
6. Limitation of Liability
6.1 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Retainer Fee paid by the Client in the month immediately preceding the event giving rise to the claim.
6.2 The Company shall not be liable for any indirect or consequential loss or damage, including loss of profits, business, or goodwill.
7. Governing Law
7.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
7.2 Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
8. Miscellaneous
8.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or representations, whether oral or written.
8.2 No variation or amendment of this Agreement shall be effective unless made in writing and signed by both parties.
8.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.4 Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.
8.5 The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
