Resultful Terms & Conditions

Whilst Resultful will make best efforts to ensure that activities are successful, the Client acknowledges that marketing performance is not guaranteed and as such, despite best efforts, it is not always possible to achieve our desired results and that neither party should be held responsible.

Resultful reserves the right to appoint a third party to support in the delivery of any Services, and may do so without the need for approval from the Client.

The Client accepts that they are responsible for the accurate proofing and quality checking of any work provided by Resultful and that Resultful is not responsible for any quality issues once that approval has been made. Approval in this context means written approval or the use of content created and shared by the Client.

The Client acknowledges that there may be instances (including but not limited to email marketing, direct mail, and social media campaigns) where the Client is required to share data with Resultful. By agreeing in writing or by signing a Contract, the Client agrees that Resultful cannot be held liable for any issues that may arise with any of the Services provided.

The Client agrees to indemnify Resultful against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs suffered or incurred by us arising out of or in connection with any claims relating to the information or data, breaches of confidentiality or failure to comply with the Data Protection Legislation brought by any third party or parties. 

Resultful shall not be liable for any consequential loss or indirect loss suffered by the Client or any customer of or purchaser from the Client as to which the Client shall hold us fully and effectually indemnified whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from negligence).

A consequential or indirect loss will include but is not limited to loss of profits, loss of contracts, loss of reputation, loss of business, and damage to property of the Client or any third party.

Neither party shall be liable for any costs, losses or damages incurred due to the actions or omissions of any third party.

The Client shall insure and keep insured any property provided by Resultful to the full price against ‘all risks’ to the reasonable satisfaction of Resultful until the date that property is returned. At no time shall any rights in the property pass to the Client unless otherwise stated in writing by a Director. 

Retainer agreements

A retainer Contract may be terminated by either party by providing 3 month’s written notice. If the Client terminates the Contract then they remain liable for fees incurred up to and including the last day of the notice period.

Unless otherwise agreed, the retainer contract will continue to run on a rolling basis each month with three months’ notice required by either party to terminate.

Projects

Where the Client wishes to terminate the Contract for a fixed-scope project, the Client remains liable to pay all fees originally quoted and agreed. The Client shall only be permitted to pay a value below the agreed fees where agreed by a Director.

The Contract may be terminated with immediate effect if:

1. The Client commits any breach of these Terms, which is unable to be remedied within seven days of receipt of written notice; or
2. The Client fails to clear the fee balance owed within 60 days of the date of the invoice; or
3. The Client appoints an administrator with respect to some or all of its assets; or
4. A court order is made or an effective resolution is passed with respect to the winding up of the Client’s company; or
5. If the Client’s company becomes bankrupt or ceases trading.

Any delivery times provided are approximate. The Client accepts responsibility for notifying Resultul about any business critical milestones at the beginning of the Contract period. Resultful will do its best to meet these dates but shall not be liable for the delay in any delivery of the Services.

Any delivered Services shall be deemed accepted by the Client once a period of 72 hours has passed. Delivery includes an email or electronic communication sent from Resultful to the Client. 

No title or ownership about any Intellectual Property Rights shall be transferred by either party to the other party as a result of the performance of the Contract and consequently, the parties retain title to all their respective Intellectual Property Rights. Resultful may transfer to the Client in the form of a non-exclusive licence unless otherwise agreed in writing by a Director, any of the Intellectual Property Rights in the Services where applicable but always subject to receipt by Resultful of the Fees in full and cleared through our bank account. 

Resultful has the right to include a ‘footer’ at the end of any website created for the Client by Resultful and a hypertext link from the Client's website to a website owned and controlled by Resultful. 

The Client grants Resultful the right to include the Client’s logo, name and any work from any project that Resultful has been involved in, in its marketing activities, including but not limited to the Resultful website, social media, print and presentations.

Both parties will comply with the most up-to-date version of the Data Protection Act 1988. These Terms are in addition to and do not relieve, remove or replace, either party’s obligations under the Data Protection Legislation. 

The parties acknowledge that Resultful is the Processor and the Client is the Controller under the Contract. 

Resultful will only process the Personal Data under the lawful written instructions of the Client or where required to do so by law. Where Resultful is required to process Personal Data by law, we will inform the Client of that fact before carrying out the processing, unless that law prohibits such information. 

Without prejudice to the generality of the obligation to comply with Data Protection Legislation, the Client will:

(a) collect the Personal Data under the Data Protection Legislation; 

(b) ensure the Personal Data is accurate at the time of transfer to Resultful; 

(c) provide to the Data Subjects all information required, in the form required, by the Data Protection Legislation; 

(d) to the extent that processing is based on the Data Subjects’ consent, obtained from the Data Subjects whose Personal Data is to be processed under the Contract, freely given, specific, informed and unambiguous consent for those Data Subjects’ Personal Data to be processed by Resultful to fulfil the Purpose; and 

(e) to the extent that processing is based on legitimate interest, be able to demonstrate to the reasonable satisfaction of Resultful that the processing to be carried out under the Contract is necessary for the purposes of legitimate interests pursued by the Client or a third party and that such interests are not overridden by the interests, fundamental rights or freedoms of the Data Subjects. 

Each party will implement appropriate technical and organisation measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, access, transmission, storage or other unlawful processing, having regard to the state of the art, the costs of implementation and the Nature, Scope, context and Purpose of processing under the Contract, as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects. 

Each party will obtain a commitment of confidentiality from any person that either party authorises to process the Personal Data. 

At the Client’s cost, Resultful will use reasonable and commercial endeavours to assist the Client, taking into account the Nature of the processing under the Contract, in fulfilling the Client’s obligations under the Data Protection Legislation. 

The Client will use all reasonable endeavours to agree on the date, duration and location of any data protection audit with a Director in advance. In any event, the Client will give Resultful 14 days’ written notice of any audit. Subject to such notice being properly served, Resultful will, at the Client’s cost, make reasonable allowances for and contributions to data protection audits or inspections conducted by the Client. 

The Client will not appoint a third party to conduct any audit or inspection of Resultful unless agreed with a Director in writing in advance. 

Resultful will, at the Client’s cost, use reasonable and commercial endeavours to make available to the Client all information within the possession of Resultful reasonable necessary to demonstrate compliance with each party’s obligations under the Data Protection Legislation. 

Any confidential information about Resultful, its staff, customers, contractors or officers shall be protected and kept in strict confidence by the Client which must use at least the same degree of precaution and safeguards as it uses to protect its proprietary information of  like importance, but in no case less than reasonable care. Resultful agrees to treat the Client’s confidential information in the same way. 

The termination or expiry of the Contract shall not relieve the Client of its confidentiality obligations or restrictions imposed.

Resultful shall not be liable for any events that result in a delay or failure to perform our Contract obligations that are out of our reasonable control, also commonly referred to as force majeure.

In this instance that the Client is affected by a delay or failure to deliver its obligations, the Client accepts that it is not relieved from liability and that payment of fees cannot be delayed.

Both parties agree that if events outside of their control occur, they must promptly notify the other in writing and include the reasons for the delay, as well as the likely duration. In addition, the notifying party agrees to take reasonable steps to limit further delay. The notifying party shall have its performance under the Contract suspended for the period that events outside of their control continue and that party will have an extension of time for performance which is reasonable and in any event equal to the period of delay or stoppage. 

Either party may, if the delay or stoppage continues for more than 90 days, terminate the Contract with immediate effect on giving written notice to the other and neither party shall be liable to the other for such termination.