(Hereinafter referred to as "WooHoo Marketing Crew," "WooHoo," "Agency")

 

1. General
These Terms and Conditions govern the provision of services by WooHoo Marketing Crew, a company registered in England, to any individual, firm, or entity ("the Client"). By engaging WooHoo, the Client accepts these terms and agrees to be bound by them.

 

2. Services
2.1 The term "Services" includes all marketing services, such as social media management, content creation (including photography, videography, drone footage), branding, rebranding, SEO, and any other marketing-related services WooHoo provides.
2.2 The term "Materials" includes all deliverables, including design visuals, digital content, photos, videos, and any other materials provided by the Agency.

 

3. Costs and Payments
3.1 WooHoo will provide a Quote outlining the costs for the Services and Materials. Once accepted, the Quote becomes part of the Contract.
3.2 Payment terms are as specified in the Quote. Failure to pay on time may result in delays or suspension of Services.
3.3 WooHoo reserves the right to amend the Quote if any factors beyond the Agency’s control cause a rise in costs.

 

4. Tax
4.1 The Client agrees to pay any applicable taxes, including VAT, on the Services and Materials, whether or not included in the Quote or invoice.

 

5. Copyright and Ownership
5.1 Copyright for all work created by WooHoo remains with the Agency unless otherwise agreed.
5.2 Upon receipt of payment in full, the Client is granted a non-exclusive license to use the Materials for the purposes outlined in the Contract.

 

6. Client's Property
6.1 The Client is responsible for insuring any property provided to WooHoo.
6.2 Any property left with WooHoo after completion of Services may incur storage fees.

 

7. Variations
Any variations to the agreed work must be confirmed in writing and may affect the price and delivery time.

 

8. Liability
8.1 WooHoo is not liable for delays or damages due to circumstances beyond its control.
8.2 The Agency’s liability is limited to the direct cost of the Services or Materials provided and excludes consequential losses.

 

9. Client Obligations
9.1 The Client must provide clear and timely instructions.
9.2 The Client must pay all invoices in accordance with the agreed payment terms.
9.3 If the Client cancels or delays work, they may be liable for costs incurred by WooHoo.

 

10. Proofs and Approval
10.1 Proofs of work may be submitted for Client approval, and the Agency is not liable for errors in proofs that the Client fails to correct.
10.2 Any changes or revisions made after approval will be billed as additional work.

 

11. Delivery and Payment Terms
11.1 Delivery dates are estimates and not binding. Delays caused by the Client may result in delays to delivery.
11.2 Payment for Services is due as outlined in the Quote, with a deposit or staged payments required for larger projects.

 

12. Cancellation
12.1 Either party may terminate the Contract with three months’ notice in writing, unless otherwise agreed.
12.2 The Client will be responsible for payment of work done up to the cancellation date.

 

13. Compliance and Intellectual Property Rights
13.1 The Client is responsible for ensuring that all provided Materials comply with relevant laws.
13.2 WooHoo retains the right to use the work created for promotional purposes, unless otherwise agreed.

 

14. Confidentiality
Both parties agree to keep confidential any proprietary information disclosed during the project.

 

15. Force Majeure
Neither party shall be held responsible for failure to perform their obligations due to events beyond their control (e.g., natural disasters, strikes, etc.).

 

16. Governing Law
These terms are governed by the laws of England and Wales.

 

17. Dispute Resolution
Any disputes will first be addressed through good-faith negotiations. If unresolved, the parties agree to seek mediation before pursuing legal action.

 

18. Lien

18.1 The agency has the right to retain the client’s goods or property until any outstanding debts are paid.

18.2 The agency must give the client a 14-day notice before selling or disposing of the goods to recover the debt.

18.3 After 14 days, the agency can sell the goods, using the proceeds to cover the debt

 

19. Non-assignment

19.1 The client cannot transfer their rights or obligations under the contract to another party without the agency's prior written consent.

 

20. Waiver

20.1 If the agency doesn't act on a breach by the client, it does not waive its right to enforce the contract in the future.

 

21. Dispute Resolution

21.1 Disputes will be resolved through arbitration, with a single arbitrator chosen by mutual agreement or appointed by the President of the Chartered Institute of Arbitrators.

21.2 The arbitrator’s decision is binding unless there is a manifest error.

 

22. Financial Ombudsman Service (FOS)

22.1 If the client has a loan for the agency's services and a dispute arises, they can refer the complaint to the Financial Ombudsman Service (FOS) for resolution.

 

23. Notices

23.1 Notices must be delivered in writing through hand delivery, mail, telex, or fax.

23.2 Notices are considered served on the following:

• Hand delivery: Next day

• Mail: 2 days after posting

• Telex: When answerback received

• Fax: When confirmed, followed by mailed copy

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24. Severability
24.1 If any part of the contract is invalid, the rest remains valid.
24.2 The parties must replace invalid sections with legally acceptable clauses that achieve similar results.

 

25. Entire Agreement
25.1 The contract represents the full agreement, and no external statements or promises are legally binding unless included in the contract.

 

26. Insolvency
26.1 If the client becomes insolvent, the agency can terminate the contract and stop work.
26.2 The client must immediately pay for any work completed up to that point.

 

27. Law
27.1 The contract is governed by English law.
27.2 The client’s statutory rights are not affected by this contract.

 

28. Third Party Suppliers
28.1 The agency is not responsible for any issues or failures arising from third-party suppliers.

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29. Websites
29.1 The agency is not responsible for the content of the client's website.
29.2 If the client fails to pay for hosting, the agency can suspend the website until payment is made.

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30. Data
30.1 The client is the data controller, and the agency is the data processor.
30.2 The agency must implement measures to protect personal data and ensure compliance with data protection laws.
30.3 The client is responsible for obtaining consent from individuals for using their personal data.

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31. Electronic Signature
31.1 Both parties can sign the contract electronically, and it has the same legal validity as a physical signature.