Managed Service Terms and Conditions

All work carried out by Extravision is carried out on the terms contained in this Agreement. Campaign Specification(s) (“Campaign”) shall form part of this Agreement. Any variations to the Campaign Specification(s) shall be by mutual agreement confirmed by email.

1. The Client accepts that the Services (“Services”) performed by Extravision is at their request and suitable for the agreed purposes.

2. Use of any products or services provided by third parties identified, referred or recommended by Extravision in the course of performing Services or otherwise is at Clients own risk.

3. In order to obtain the best possible results from Extravision the Client agrees to provide promptly all information, assistance,  data, as reasonably required by Extravision and use all reasonable endeavours to ensure any agreed timescales for Client actions are achieved. Client agrees, where possible, any data supplied will be in one excel spreadsheet and will include the following (in separate fields): title, first name, surname, job title, company name, address, postcode, telephone number and any fields suitable for personalisation such as last contact date, industry sector, SIC code etc. Client may also include a primary key that uniquely identifies each record. To facilitate this the Client will designate a project manager who has sufficient authority to make and convey decisions relating to the Campaign. . All data associated with individual campaigns will be held for a minimum period of 3 months thereafter at the sole discretion of Extravision it may be deleted.

4. Where Extravision supplies design services for html templates or web pages, the templates shall incorporate existing styles either from the client website or from collateral supplied by the client. Images and logos should be supplied. A draft template will be proposed and presented. We will then make requested changes. Any further design work will incur additional expense. We aim to complete the first draft of a design within one week of the initial request.

5. For all campaigns the data and content should be with us at least three days prior to the campaign delivery date.  We will always endeavour to send a campaign within a three day period where requested although this is not guaranteed.

6. Extravision warrant to the Client that during the term of any Campaign, the Services provided under that Campaign shall be performed in accordance with generally accepted industry standards and practices.This warranty is in lieu of all other warranties whether express or implied.

7. Except to the extent that liability may not be limited or excluded by law, Extravision shall not be liable to the Client for any damages, claims, liabilities, costs  (including but not limited to legal costs) and/or expenses of any nature. If any exclusion contained in the Agreement is held to be invalid for any reason and Extravision becomes liable for loss or damage that may be limited, such liability shall be limited to the total price paid for the Services in question.

8. The Client acknowledges that all of the copyright, trade marks and other intellectual property rights used or subsisting in or in connection with any Services supplied under the Agreement are and shall remain the sole property of Extravision or such third party as may have rights therein (“Owner”). Nothing contained in the Agreement shall be deemed to assign, license or otherwise transfer any copyright, trademarks or other intellectual property rights owned or licensed to the Client to Extravision.

9. Each party shall keep confidential any and all information of a confidential or proprietary nature of the other obtained under or in connection with the Agreement and shall not divulge the same to any third party without the consent in writing of the disclosing party. The provisions of this clause shall not apply to any information in the public domain otherwise than by breach of the Agreement, information in the possession of the receiving party before disclosure to it in connection with the Agreement or developed independently by it, information obtained from a third party who is free to divulge the same; and information which the receiving party is required to disclose by law.

10. Each of the parties shall divulge confidential information only to those employees who are directly involved in the Campaign in question and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.  The provisions of this Clause shall continue in force notwithstanding the termination or expiry of the Agreement.

11. Extravision shall remain free to use accumulated know-how and expertise generated in the course of performing the Services (including but not limited to ideas, concepts, techniques and methodologies) even where generated from access to the Confidential Information of the Client provided that the confidentiality of the Confidential Information is maintained without any obligation to account to the Client in that respect.
 
12. During the Agreement and for a period of one year after termination solicit or endeavour to entice away from the employment of Extravision any employee who has been directly involved in the performance of any Campaign Specification(s). The Client agrees that such restriction is fair and reasonable in all the circumstances.

13. The Client shall not be entitled to assign the Agreement and/or assign or sub-license any of its rights or duties under the Agreement without the prior written consent of Extravision. Extravision shall be entitled to assign or sub- Agreement any of its rights or obligations under the Agreement to any third party without the consent of the Client.

13. Termination of a Campaign other than in the circumstances set out below shall not be permitted unless agreed by the parties.
(a) If the Client makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy, insolvency, administration, liquidation or receivership proceedings (or equivalent proceedings in any other jurisdiction) or ceases, or threatens to cease to carry on business or Extravision reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly or if any sum due to Extravision in relation to the Agreement remains unpaid for 45 days or more then without prejudice to any other right or remedy available to Extravision, Extravision shall be entitled to terminate the Agreement and/or any Campaign or suspend any further performance under the Agreement and/or any Campaign in either case without any liability to the Client and all sums due in respect of performance to that date for the Agreement or the Campaign(s) (as the case may be) shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.
(b) Either party shall be entitled to terminate the Agreement and/or any Campaign in the event of a material breach by the other which is irremediable or, if remediable, which the other party fails to remedy within 30 days of having received written notice from the other of the breach and the action required to remedy the same.
(c)Termination or expiry of this Agreement and/or any Campaign shall not affect the rights or obligations of the parties accrued to the date of such termination or expiry nor shall it affect any rights or obligations of the parties which due to the nature thereof are due to be performed or observed after such termination or expiry.

15. Extravision shall not be liable to the Client or be held in breach of the Agreement to the extent that Extravision is prevented, hindered or delayed in performing its obligations by reason of any cause or contingency beyond its control.

16. Any provision(s) of this Agreement which in any way contravene the law of any state or region in which this Agreement is effective shall be deemed severable to that extent in such state or region and shall not invalidate any other provision or provisions of this Agreement.  Without prejudice to the above, where practicable, the parties shall negotiate with a view to replacing any such severed provision(s) with enforceable provision(s) to the satisfaction of both parties.

17. Each party shall comply with all applicable laws and regulations in relation to the performance of this Agreement and the Client shall obtain any and all governmental approvals, licences and other authorisations necessary for the performance of this Agreement.

18. The Agreement shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts in all matters pertaining hereto.

Extravision reserve the right to review and revise the Terms and Conditions from time to time without prior notice and you agree to be bound by such changes. Please review the following link on a regular basis for changes at http://www.extravision.com/service-options/managed-services/termsandconditions . If for any reason the terms are not available at this URL, please contact info [at] extravision [dot] com .