Shelton Associates’ Marketing Advice Centre: Terms and Conditions
In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:
“You/Your” means the person/company (including their employees, agents or assigns), who purchases the Service(s) from Us:
“Us/We/Our” means Shelton Associates whose trading address is S17 Business Centre, 303 Twentywell Lane, Sheffield, S17 4QG.
“Agreement” means the Agreement between Us and You which shall be deemed to incorporate these Terms and the terms on any individual Order;
“Services” mean the Services, including any goods and materials, to be supplied by Us to You;
“Order” means the instruction from You, whether in writing or otherwise, requesting Us to deliver the Services and accepted by Us
- The Agreement
The Agreement shall be on these Terms, to the exclusion of all other terms and conditions. The Agreement will commence when You place Your Order and will continue in full force and effect on a monthly rolling basis until terminated with 7 days notice before the date of the ongoing monthly payment date..
- The Service
We will provide the Services in accordance with Your Order. We reserve the right to utilise the services of specialist 3rd party suppliers to deliver elements of the Services to You.
We shall be responsible for organising and ensuring all Services ordered under this Agreement are delivered in an efficient manner, including as regards how and in what order activities are undertaken.
We may extend or modify any delivery schedule or deadlines in the Agreement as may be required by any of the circumstances contemplated herein.
- Marketing Advice Centre Service
Once you sign up for the Service, you will be contacted by an Account Manager to organise an initial Marketing Consultation about your business or what you are looking to achieve-you will though have immediate access to use the Marketing Advice Centre. You will be able to contact our team via email Monday to Friday (9am – 5pm) excluding Bank Holidays and Annual Holidays to be specified 3 months in advance (by Shelton Associates)
Shelton Associates aim to respond to enquiries within 24hrs, but response times may be up longer depending on workload.
The £247 plus VAT monthly fee entitles each member Company to a combined total of 10 separate contact requests to your Account Manager per month or a Maximum of 90mins Support. Should this number be exceeded in any one month, at the discretion of Shelton Associates, You will be offered an upgrade to the 2nd Tier of Advice Service for which the fee is £500 plus VAT per month which entitles each member company to 20 separate contact requests to the Marketing Advice Centre per month. Should you decide not to upgrade at this point then Our Services to you under this agreement will be terminated with immediate effect.
You are responsible for:
- providing any resources requested by Us within the timescales described;
- maintaining adequate back-ups of any data contained on systems You have requested Us to work with under Your Order;
- providing Us with complete and accurate information, including without limit; information that is internal to the business or is specific to the industry in which You operate; any policy decisions, changes or activities that affect the operations of the business and any other information that may possibly affect the delivery of the Services;
We are responsible for:
- delivering the Services with all reasonable skill and care
- informing You of the progress of the delivery of the Services.
The price for the Marketing Advice Centre Service You have selected will be set out in Your Order The costs will be £247 plus VAT paid monthly in advance.
The costs of services which are not yet known but form part of additional requested Services, if applicable will be agreed separately.
All sums due will be subject to any applicable UK taxation, including where relevant, VAT.
The monthly installments will be automatically debited from your nominated account on the same day each month (which will relate to when you signed up for the service).
It is your responsibility to ensure that there are adequate funds available in your account on the day of the debit; you will be charged an administration charge of £15 for any failed payments.
Ongoing Support Services
We will require payment monthly in advance payable by Credit Card payments set up either on line or by phone.
We reserve the right to suspend or discontinue Our Services to You and terminate this Agreement with immediate effect, as We see fit and in circumstances including, but not limited to;
- Where We have good reason to believe that You are in breach or have breached any of the terms of this Agreement and have not remedied such breach within 7 days of notice specifying the breach and requiring that it be remedied, or
- You become insolvent, cease to, or threaten to cease to trade or go into liquidation, or we reasonably apprehend that You may be about to.
Shelton Associates also reserves the right to cancel the agreement at any time with immediate effect if We feel that the Centre is being abused or being used excessively beyond Our reasonable expectations.
The Agreement requires You to identify one main contact at your company to access the Marketing Advice Centre.
The Centre cannot be used by or on behalf of other related or unrelated businesses or individuals other than the company’s main Contact which signs up for the service. This form of abuse will result in immediate cancellation of the agreement.
The ongoing Support Services: may be cancelled on receipt of 7 days written notice, before the renewal of the next monthly instalment.
- Intellectual Property
All intellectual property rights and proprietary rights, including, but not limited to, copyright, design rights and know-how and methodologies in or relating to any systems, reports, designs or other materials (“Information”), provided to You by Us, shall remain Our sole property or that of Our Licensors.
You Grant to Us a perpetual license to use and/or reproduce any Information transferred to You under this Contract for Our internal business purposes.
- Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement or except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.
Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with the relevant Data Protection laws in storing and processing any personal information You provide to Us.
- Legal status
The relationship between us shall be that of principal and independent self-employed contractor and not in any way that of employer and employee. This Agreement is non exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.
Shelton Associates shall not have any liability whatsoever for actions taken or not taken as a result of advice given through the Marketing Advice Centre, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
- Force Majeure
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the affected party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of Your documents or otherwise.
If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.
These Terms shall remain in force until altered in writing and signed by both parties. The failure by Us at any time or for any period to enforce any one or more of these Terms shall not be a waiver of them or a waiver of the right to enforce such Terms on a future occasion.
You may not assign this Agreement or any rights or obligations under it without Our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these Terms shall apply to any future instructions given by You to Us.
These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.