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DEFINITIONS
"The Commencement Date" shall be the date that the service or project begins;"Confidential Information" means any confidential information about the other party, trade secrets, know how, confidential knowledge, know-how or information, price lists, financial, trading or other confidential information relating to the other party;
"The Contacts" means the representatives of each party named on the cover of this Agreement;
"The Customer Website" means the website (s) run for the Customer by Activate
"The Customer Trade Marks" means the trademarks or service marks of the Customer supplied to Activate to enable it to provide the Services;
"Insolvent" bears the meaning given to that term in s123 Insolvency Act 1986;
"The Fees" means the fees to be charged by Activate and to be paid by the Customer;
"The Services" means the services provided to the Customer by Activate Media
"The Project" means the project done for the Customer by Activate Media
"The Term" means the period commencing on the Commencement Date and ending on the date that this Agreement is terminated in accordance with Clause 10.
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GENERAL CLAUSES
2.1. Activate shall provide the Services for the Fees.
2.2. Changes affecting the Services or Services Levels will be subject to negotiation during the Term subject to receipt by Activate of a detailed requirements briefing from The Customer. In the event that Services are changed, the Fees will be reviewed.
2.3. The Contacts shall have such authority to answer, resolve and agree any queries or problems arising from Activate in respect of the Agreement.
2.4. The Customer shall provide to Activate such co-operation and assistance as Activate shall reasonably require to enable Activate to provide the Services.
2.5. Activate will allow The Customer's access to the operation of the Services, upon The Customer giving Activate a minimum of one week written notice.
2.6. Activate reserves the right to refuse access to the Customer at the requested time, should it reasonably believe that such access would jeopardise the confidentiality of other work being carried out by Activate for other clients. In such cases the reason will be explained to The Customer immediately and a new date for access agreed within three days.
2.7. Activate is authorised by The Customer to use the Customer's Trade Marks solely in connection with the Services. Activate's use of the Customer's Trade Marks will be in accordance with The Customer's policies in effect from time to time.
2.8. Activate is authorised by The Customer to use any other property of the Customer solely in connection with the Services. Activate's use of such property will be in accordance with The Customer's policies in effect from time to time.
2.9. It is the Customers sole responsibility to ensure that (i) any material or information supplied for Activate to use in the Services or Project and/or (ii) any designs produced by Activate, on your behalf, do not infringe any third party rights, in particular intellectual property rights, and will not result in us incurring any liability to a third party. The Customer agrees to fully indemnify Activate for any loss, cost or damage we suffer if this is not the case.
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SCOPE
3.1. The services which Activate is obliged to supply under this Agreement are limited to the
Services or Project.
3.2. This Agreement constitutes the entire agreement between the parties for the Services or
Project.
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FEES
4.1. Fees are exclusive of VAT, which will be added to all EC invoices.
4.2. The Fees excludes any other form of taxation, which may be imposed in the future,
which shall be paid for by The Customer on the due date for payment of the price.
4.3. Fees for any Service or Project will be set out with a quote and/or specification. Unless
otherwise agreed fifty percent of the Fees are due to Activate on the before work
commences and the remainder is due on completion of the Work. Additional Services
not set out in the original quote or specification shall be charged for at Activate
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