The following terms and conditions apply to the Contract (see definition below) and each future request for the supply of services and/or materials received by Orange Labs Agency from the Client (see definition below) from time to time unless otherwise agreed in writing. The communication of a request by the Client to Orange Labs Agency for the supply of services and/or materials shall amount to the Client’s acceptance of these terms. These terms shall take precedence over any terms and conditions of the Client, whether attached to, enclosed with or referred to in any purchase order of the Client or elsewhere. They may not be varied except by written agreement between Orange Labs Agency and the Client.
In these terms and conditions the following words shall have the meanings given in this clause:
2.1 ‘Brief’ means either (a) the written brief describing the Deliverables, their intended use and any pre-set timings for supply, signed by the Client and supplied in advance of conclusion of the Contract or (b) where no such written brief exists the instructions provided by the Client to Pure and Pure’s written confirmation to the Client of such instructions shall be regarded as conclusive proof thereof.
2.2 ‘Client’ means the person, firm or company described as such overleaf;
2.3 ‘Contract’ means the agreement whereby Orange Labs Agency carry out any services instructed by the Client.
2.4 ‘Deliverables’ means the services and/or materials to be supplied by Orange Labs Agency under this contract described in more detail in the Brief
2.6 ‘Job Cost’ means the fee to be charged by Orange Labs Agency for the Deliverables;
2.7 ‘Project’ means any project for the provision of services (other than under the terms of Retainer) and which is described in a Proposal;
2.8 ‘Proposal’ means any proposal or quotation provided by Orange Labs Agency to the Client and which is agreed between the parties
2.9 ‘Retainer’ a contract under which Orange Labs Agency agrees to provide ongoing services for a fixed number of days/hours per month, or a fixed service every month (or at such other intervals as shall be agreed).
2.10 ‘Rights’ means all copyright and related rights, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights and any other intellectual property rights (including all similar or equivalent rights or forms of protection in any part of the world) in or relating to the Deliverables, Project or Retainer.
2.11 ‘Services’ such marketing and/or SEO services or any other services which the parties agree that Orange Labs Agency shall provide the Client ‘
Scope of Services. The Principal retains the above-named Agent, and the Agent agrees to perform for the Principal the services set forth in Exhibit A to this Agreement (the “Services”). Any Service outside of the scope as defined in Exhibit A to this Agreement will require a new Agreement for other services agreed to by the Parties.
The Principal appoints the Agent as the Principal’s Agent to perform the Services detailed in this agreement on behalf of the Principal.
Agent’s Authority. The Agent’s authority to bind the Principal is limited to the Services detailed in this Agreement. The Agent is not authorized to bind the Principal in any way whatsoever beyond the scope of the Services defined herein.
Compensation. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Principal (as determined by the Principal), the Principal shall provide the Agency compensation depend on what was set with the Client.
The Agency will invoice the Principal on the 1st day of each month. The invoice will include any and all services performed under this Agreement as well as any pre-approved expenses.
Payment will be due within 7 days of the invoice date.
Payments must be made to the Agency by credit card, PayPal, money order, check, or any other approved method of payment accepted by the Agency.
Payments must be mailed to:
Orange Labs Agency - represented by SJM Global Limited
SUITE C, LEVEL 7, WORLD TRUSTTOWER, 50 STANLEY STREET,CENTRAL,
Invoice Disputes. The Principal shall notify the Agent in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute within 14 Business Days from the date of the Principal’s receipt of such invoice subject to dispute.
Principal will be deemed to have accepted all invoices for which the Agent does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
Relationship of the Parties. Nothing in this Agency Agreement shall constitute to create an employer-employee relationship between the Principal and the Agent.
Termination. This Agreement may be terminated at any time by mutual agreement by the Principal and the Agency
This Agreement shall be effective on the date hereof and shall continue until terminated by either party upon 14 business days written notice.
The Principal understands that the Agency may terminate this agreement at any time if the Principal fails to pay for the Services provided under this Agreement or if the Principal breaches any other material provision listed in this Agreement the Principal agrees to pay any outstanding balances within 14 days of termination.
Time is of the Essence. The Agency hereby understands and acknowledges that time is of the essence with respect to the Agency’s obligations defined in this Agreement and that prompt and timely performance of all such obligations is strictly required.Confidentiality. Throughout the duration of this Agreement, it may be necessary for the Agent to have access to the Principal’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.
The Agent is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Principal. The Agent’s obligation of confidentiality will survive the termination of this Agency Agreement and stay in place indefinitely.
Return of Property. The Agent shall promptly return to the Principal all copies, whether in written, electronic, or other form or media, of the Principal’s Confidential Information, or destroy all such copies and certify in writing to the Principal that such Confidential Information has been destroyed. In addition, the Agent shall also destroy all copies of any Notes created by the Agent or its authorized Representatives and certify in writing to the Principal that such copies have been destroyed.
Intellectual Property. All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade tress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Agency Agreement.
The Agent understands that the aforementioned is a “work for hire” and shall be the sole property of the Principal. The Principal’s use of the Intellectual Property shall not be restricted in any manner. The Agent may not use the Principal’s Intellectual Property for any purpose other than contracted for in this Agency Agreement unless the Agent has written consent from the Principal. The Agent shall be responsible for any damages resulting from any unauthorized use of the Principal’s intellectual property.
Warranties and Representations. The Parties to this Agreement fully represent that they are authorized to enter into this Agency Agreement. The obligations and performance of either the Principal or Agent shall not infringe upon or violate the rights of any third party or violate any other agreement between the Principal or Agent, any other individual, business entity, or formal organization, or interfere with any law and or governmental regulation.
Indemnification and Release. The Parties both agree to agree to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless the other Party, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the other Party and the other Party’s employees in the performance or failure to fulfill any Services or obligations under this Agreement. This obligation survives the termination of this contract.
PERSONAL INFORMATION WE COLLECT
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information”.
We collect Device Information using the following technologies:
- “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
- “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.
- “Web beacons”, “tags”, and “pixels” are electronic files used to record information about how you browse the Site.
Additionally when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information (including credit card numbers), email address, and phone number. We refer to this information as “Order Information”.
HOW DO WE USE YOUR PERSONAL INFORMATION?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations). Additionally, we use this Order Information to:
- Communicate with you;
- Screen our orders for potential risk or fraud; and
- When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).
SHARING YOUR PERSONAL INFORMATION
We share your Personal Information with third parties to help us use your Personal Information, as described above. For example, we use Shopify to power our online store--you can read more about how Shopify uses your Personal Information here: https://www.shopify.com/legal/privacy. We also use Google Analytics to help us understand how our customers use the Site -- you can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.
Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.
As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.
You can opt out of targeted advertising by using the links below:
- Facebook: https://www.facebook.com/settings/?tab=ads
- Google: https://www.google.com/settings/ads/anonymous
- Bing: https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads
Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.
DO NOT TRACK
Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.
If you are a European resident, you have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below.
Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.
When you place an order through the Site, we will maintain your Order Information for our records unless and until you ask us to delete this information.
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e‑mail at email@example.com or by mail using the details provided below:
SUITE C, LEVEL 7, WORLD TRUSTTOWER, 50 STANLEY STREET,CENTRAL,