The Agreement (comprising the Proposal, the Purchase Order and these General Terms and Conditions) contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements relating to Globhe’s Marketing Services, representations or understandings between the parties unless expressly incorporated by reference in this Agreement or Purchase Order. The Purchase order of precedence in which the components of the Agreement shall apply is (unless otherwise stated in the Agreement and highest importance first): (1) the Purchase Order (and, in the event that more than one Purchase Order exists, the most recent Purchase Order first), (2) these General Terms and Conditions (including the Schedule) and (3) the Proposal.
Words shall have the meanings given to them in this Agreement, including without limitation as set out below:
In this Agreement, unless the context otherwise requires:
This Agreement will commence on the date of signature of the first Purchase Order between the parties and will continue for the Initial Term of that Purchase Order (and any additional Purchase Order) and thereafter unless and until terminated in accordance with clause 19 (Termination) of the General Terms and Conditions.
For the avoidance of doubt, termination of one Service shall not terminate any other Services unless specifically provided in the relevant notice of termination. Each of the Services provided by Globhe is individually available unless stated to the contrary in the relevant Purchase Order or Proposal.
In consideration of the payment by the Client of the Fees, Globhe shall provide the Marketing Services during the Service Hours in accordance with the terms of this Agreement, including as set out in the Proposal and the Purchase Order(s).
Client may request and Globhe may agree to provide additional Marketing Services at any time during the Term by completing a Purchase Order which shall be signed by each of the parties. Any additional Purchase Orders entered into pursuant to this clause 2 shall form part of this Agreement.
Client shall pay the following to Globhe in accordance with these General Terms and Conditions:
All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by Client at the rate and in the manner for the time being prescribed by law.
Globhe shall invoice Client electronically to the email address provided by Client to Globhe in writing for all sums due under this Agreement and otherwise in accordance with this clause 6.
Globhe shall invoice Client and Client shall pay any One-off Fees on the date of signature of the first Purchase Order between the parties, and Client shall pay such sums within 30 days from the date of invoice.
Globhe shall invoice Client monthly in advance in respect of any Monthly Fees and Client shall pay such sums in full:
Amounts payable to Globhe under this Agreement shall be paid:
Globhe shall provide the Services during the Service Hours:
In the event that Globhe is required to supply or create any Third Party Material and/or Globhe Material in connection with the Services, Globhe shall seek the prior written approval of Client (such approval not to be unreasonably withheld or delayed) of all such Third Party Material and/or Globhe Material prior to the publication or distribution of the same in connection with the Services.
Globhe shall respond as soon as reasonably practicable from time to time to Client’s reasonable requests for additional information or assistance if Services need to be modified.
Client shall:
If the Services include the management or arrangement of the provision of Third Party Services, Client agrees and acknowledges that:
Globhe and Client may agree from time to time in writing:
Globhe warrants and represents to Client that:
Any estimates provided by Globhe relating to projected hit rates, pay-per-click performance or any other form of measuring internet traffic and browsing, are provided in accordance with Good Industry Practice but any such estimates cannot be guaranteed and Globhe provides no warranty in relation to achievement of the same.
Globhe does not warrant the suitability, adequacy or quality of any Third Party Services provided or made available to Client as a result of or in connection with the Services.
Globhe may from time to time request that Client make certain technical changes (in the form of uploading new or optimized content or otherwise) in order to increase the online visibility of Client and/or its products, and/or to achieve any advertising, marketing or social media objectives of Client set out in the relevant Proposal. Client shall make any such changes as soon as reasonably practicable.
Client acknowledges that Globhe is not liable for any loss or damage incurred by Client to the extent that this results from any failure or delay by Client to discharge its obligations (or any of them) under this Agreement, including Client’s failure or delay in implementing any changes requested by Globhe.
Client warrants and represents to Globhe that:
In order to enable Globhe to provide, and in consideration of Globhe providing the Marketing Services, Client grants to Globhe a non-exclusive, world-wide, non-transferable, royalty-free licence of such of Client’s Intellectual Property Rights in the Client Material as are necessary for Globhe to fulfill its obligations under this Agreement.
In the event that Globhe is required to supply or create any Third Party Material and/or Globhe Material in connection with the Marketing Services, all such Third Party Material and/or Globhe Material shall remain the property of Globhe or its licensors (as the case may be) and shall only be licensed or assigned or otherwise dealt with in accordance with the following provisions of this clause 10.
In relation to Third Party Material and/or Globhe Material that the parties agree in writing will be assigned to Client, subject to and in consideration for Client’s compliance with the terms of this Agreement including payment of all Fees relating to the Material in question, Globhe shall, with fulltitle guarantee (in the case of Globhe Material) or such title guarantee as it is able to provide (in relation to Third Party Material), assign and transfer all intellectual property rights in the relevant Third Party Materials and/or Globhe Materials (as the case may be) (Assigned Material), including the right to sue for past infringements and retain any damages obtained as a result of such action, for the remainder of the term during which the rights and any renewals or extensions of them subsist.
Globhe shall, at Client’s expense, do and execute, or ensure the doing or execution of, all matters, acts, documents, deeds and things Client may reasonably require to vest the intellectual property rights in the Assigned Material or any part or parts of it in Client properly or otherwise to perfect Client’s title to them.
In relation to Third Party Material and/or Globhe Material that either is (a) agreed in writing between the parties will remain the property of Globhe or the relevant third party or (b) not specified in any part of the Agreement as being the subject of any assignment to Client or otherwise (Retained Material), Globhe grants to Client a non-exclusive, non-transferable, royalty-free license (or sub-license (as the case may be)) of such of Globhe’s Intellectual Property Rights in the Retained Material as is necessary for Client to fulfill its obligations under this Agreement and to enable Client to make use of the Services, which license or sub-license:
Subject to the foregoing, Globhe shall be entitled to use in any way it deems fit any skills, techniques or know-how acquired or developed or used in connection with the provision of the Marketing Services provided always that such skills, techniques or know-how do not infringe Client’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of Client’s Confidential Information.
Client shall indemnify and keep indemnified, and hold harmless, Globhe against all claims, losses damages, costs and expenses incurred by Globhe as a result of or in connection with any action, demand or claim that use or possession of any Client Material infringes the Intellectual Property Rights of any third party.
Globhe shall indemnify and keep indemnified, and hold harmless, Client against all claims, losses, damages, costs and expenses incurred by Client as a result of or in connection with any action, demand or claim that the Services, any Globhe Material or any of them (excluding any Client Material) infringes the Intellectual Property Rights of any third party.
A party will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it:
Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.
Each party undertakes to:
The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of 2 years thereafter.
For the purposes of this clause 13:
Client may request that Globhe suspend a Marketing Service or Marketing Services upon giving to Globhe 30 days prior written notice (specifying the Service(s) in question). In order to recommence the relevant Service(s) Client shall give Globhe no less than 14 days prior written notice.
Either party may terminate a Service or Services for convenience upon 30 days prior written notice (specifying the Marketing Service(s) in question) to the other party, such notice to take effect on or after the expiry of the relevant Initial Term. Such termination shall not affect the continuation of any other Services provided by Globhe to Client pursuant to this Agreement.
This Agreement shall be deemed to terminate upon termination of all the Services provided hereunder.
Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this Agreement if the other:
Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this Agreement if that other party ceases carrying on business.
In the event of termination of any Marketing Services pursuant to this Agreement for any reason:
If there is a dispute between the parties in relation to any matter under this Agreement, the parties shall meet to try to resolve any such dispute and if they fail to do so with a reasonable time the matter in dispute shall be referred to a senior manager of Globhe and Client respectively, for them to try to resolve the matter in dispute. Any failure in resolving the matter, and any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the Stockholm Chamber of Commerce (SCC) Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties hereunder, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or its employees, agents and representatives.
This Agreement in conjunction with the Purchase Order(s) contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement.
Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement.
Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
Whilst Globhe will use reasonable endeavors to meet any deadlines agreed, such dates are approximate only and the performance of Globhe’s obligations is not of the essence under this Agreement.
Each party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.
Provisions which by their terms or intent are to survive termination of this Agreement will do so.
The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
No amendment or variation of this Agreement will be valid unless agreed in writing by an authorized signatory of each party.
Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
All payments under this Agreement will be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.
Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to this Agreement.
Notices under this Agreement must be in writing and sent to the other party’s registered office.
Definitions
In this Agreement;
Appropriate Safeguards means such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
Controller, Data Subject, Personal Data, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly) and international organization and Personal Data Breach shall have the respective meanings given to them in the GDPR;
Data Protection Laws means, as binding on either party or the Services:
the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;
any laws which implement any such laws; and
any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
GDPR means the General Data Protection Regulation (EU) 2016/679;
Protected Data means Personal Data received from or on behalf of Client in connection with the performance of Globhe’s obligations under this Agreement;
Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by Globhe for carrying out any processing activities on behalf of Client in respect of the Protected Data;
Globhe Personnel means all employees, officers, staff, other workers, agents and consultants of Globhe and any of its subcontractors who are engaged in the performance of the Services from time to time; and
Technical and Organisational Measures means, in accordance with the Data Protection Laws and taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, such appropriate technical and organizational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.
The parties agree that Client is a Controller and that Globhe is a Processor for the purposes of processing Protected Data pursuant to this Agreement.
Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. Client shall ensure all instructions given by it to Globhe in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.
Globhe shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.
Client shall indemnify and keep indemnified Globhe against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by Client of its obligations under this Schedule.
Client shall not withhold, delay or condition its agreement to any action required by Globhe to be carried out by Client (including the application of any software security patch or fix) to ensure the Services and Globhe (and each Sub-Processor) can comply with Data Protection Laws.
The last update to our Marketing Services Terms and Conditions was made on 2023-09-05