Terms of Use

Please see below for our individual terms & conditions documents.

Digital Marketing Terms & Conditions

Terms of Use

 

Please see below for our individual terms & conditions documents.

Terms of Use 

These "Terms of Use" set forth the terms and conditions that apply to your use of www.wmrmedia.com (the "Web Site"). By using the Web Site (other than to read this page for the first time), you agree to comply with all of the Terms of Use set forth herein. The right to use the Web Site is personal to you and is not transferable to any other person or entity.

 

Payment Policy - Important

Accepted Methods of Payment;

Credit Card (Visa, MasterCard & Discover)

PayPal

 

Security and Storage

Only your order data billing and order contents data are stored on our server. This information is encrypted using a Secure Sockets Layer before it is transmitted over a web server. We do not store your Credit Card data.

 

Refund Policy

  • A full refund will be made if you secede to cancel our services in writing within 5 days of making the payment.

  • If you choose to terminate our services after the initial 5 days then you will be charged an amount equivalent to the working hours put into the project. The balance will be credited to the account from which you made payment within 45 days of cancellation.

  • Cancellation of any service renewal should be done 10 days prior to the start of the next billing cycle.

  • If cancellations are made after the start of the billing cycle then an amount equivalent to the working hours put into the project during that month will be billable, which the clients will be entitled to pay.

  • If you signed up for our services but did not make use of them then you are still entitled to pay us.

  • Amount of refund will be credited in the account from which the payment was made within 45 days of service cancellation.

Changes to These Terms of Use

WMR Media reserves the right to change these Terms of Use at any time by posting new Terms of Use at this location. You can contact WMR Media with any questions relating to these Terms of Use at our contact page.

 

Copyrights and Trademarks

A. All materials contained on the Web Site are Copyright 2017, WMR Media All rights reserved.

B. No person is authorized to use, copy or distribute any portion the Web Site including related graphics. WMR Media and other trademarks and/or service marks (including logos and designs) found on the Web Site are trademarks/service marks that identify WMR Media and the goods and/or services provided by WMR Media Such marks may not be used under any circumstances without the prior written authorization of WMR Media

C. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content of this site, in whole or in part.

D. This website is protected from content theft by both passive and active components. Any copyright infringements of the website content and other copyrighted material will result in prosecution according to the international copyright law and the Digital Millennium Copyright Act (DCMA).

 

Contributions to the Web Site

If you are invited to submit any contribution to the Web Site (including any text, photographs, graphics, video or audio) you agree, by submitting your contribution, to grant WMR Media a perpetual, royalty-free, non-exclusive, sub-licenseable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to your contribution worldwide and/or to incorporate your contribution in other works in any media now known or later developed for the full term of any rights that may exist in your contribution. If you do not want to grant to WMR Media the rights set out above, please do not submit your contribution.

 

Links to Third-Party Web Site

WMR Media may provide hyperlinks to third-party web sites as a convenience to users of the Web Site. WMR Media ,.does not control third-party web sites and is not responsible for the contents of any linked-to, third-party web sites or any hyperlink in a linked-to web site. WMR Media does not endorse, recommend or approve any third-party web site hyperlinked from the Web Site. WMR Media will have no liability to any entity for the content or use of the content available through such hyperlink.

No Representations or Warranties; Limitations on Liability

The information and materials on the Web Site could include technical inaccuracies or typographical errors. Changes are periodically made to the information contained herein.

WMR Media MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, ALL OF WHICH IS PROVIDED ON A STRICTLY "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL THE SITE OWNER OR PUBLISHER BE LIABLE UNDER ANY THEORY OF RECOVERY, AT LAW OR IN EQUITY, FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF USE OR LOST PROFITS), ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE USE OF INFORMATION OR SERVICES, OR THE FAILURE TO PROVIDE INFORMATION OR SERVICES, FROM THE WEB SITE.

 

Copyrights and Trademarks

A. All materials contained on the Web Site are Copyright WMR Media All rights reserved.

B. No person is authorized to use, copy or distribute any portion the Web Site including related graphics.

C. WMR Media and other trademarks and/or service marks (including logos and designs) found on the Web Site are trademarks/service marks that identify WMR Media and the goods and/or services provided by WMR Media Such marks may not be used under any circumstances without the prior written authorization of WMR Media

D. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content of this site, in whole or in part.

E. This website is protected from content theft by both passive and active components. Any copyright infringements of the website content and other copyrighted material will result in prosecution according to the international copyright law and the Digital Millennium Copyright Act (DCMA).

 

Contributions to the Web Site

If you are invited to submit any contribution to the Web Site (including any text, photographs, graphics, video or audio) you agree, by submitting your contribution, to grant WMR Media a perpetual, royalty-free, non-exclusive, sub-licenseable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to your contribution worldwide and/or to incorporate your contribution in other works in any media now known or later developed for the full term of any rights that may exist in your contribution. If you do not want to grant to WMR Media the rights set out above, please do not submit your contribution.

Links to Third-Party Web Site

WMR Media may provide hyperlinks to third-party web sites as a convenience to users of the Web Site.WMR Media does not control third-party web sites and is not responsible for the contents of any linked-to, third-party web sites or any hyperlink in a linked-to web site. WMR Media does not endorse, recommend or approve any third-party web site hyperlinked from the Web Site. WMR Media . will have no liability to any entity for the content or use of the content available through such hyperlink.

No Representations or Warranties; Limitations on Liability

The information and materials on the Web Site could include technical inaccuracies or typographical errors. Changes are periodically made to the information contained herein. WMR Media MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, ALL OF WHICH IS PROVIDED ON A STRICTLY "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL THE SITE OWNER OR PUBLISHER BE LIABLE UNDER ANY THEORY OF RECOVERY, AT LAW OR IN EQUITY, FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF USE OR LOST PROFITS), ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE USE OF INFORMATION OR SERVICES, OR THE FAILURE TO PROVIDE INFORMATION OR SERVICES, FROM THE WEB SITE.

WMR Media Music Marketing Terms And Conditions 

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Provider's services shall be governed by these Terms and Conditions, and the Provider will ask the Client for the Client's express written acceptance of these Terms and Conditions before providing any such services to the Client. 

 

1. Definitions 

1.1 Except to the extent expressly provided otherwise, in these Terms and 

Conditions: 

"Business Day" means any weekday other than a bank or public holiday in England; 

"Business Hours" means the hours of 07:00 to 19:00 GMT/BST on a Business Day;

"Charges" means the following amounts: 

(a) the amounts specified in official website here: 

www.wmrmedia.com/shop; 

(b) such amounts as may be agreed in writing by the parties from time to 

time; and 

(c) amounts calculated by multiplying the Provider's standard time-based 

charging rates (as notified by the Provider to the Client before the date of the Contract) by the time spent by the Provider's personnel performing the Services (rounded down by the Provider to the nearest quarter hour); 

"Client" means the person or entity identified as such in Section 1 of the Statement of Work; 

"Client Confidential Information" means: 

(a) any information disclosed by or on behalf of the Client to the Provider 

during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Provider (acting reasonably) to be confidential; and 

(b) the terms of the Contract; 

"Client Indemnity Event" has the meaning given to it in Clause 17.3; 

"Client Materials" means all works and materials supplied by or on behalf of the Client to the Provider for incorporation into the Deliverables or for some other use in connection with the Services; 

"Client Personal Data" means any Personal Data that is processed by the Provider on behalf of the Client in relation to the Contract; 

"Client Trade Marks" means the following registered and unregistered trade marks of the Client: [identify trade marks]; 

"Client Websites" means any website or websites of the Client in respect of which the Services are provided or in respect of which the Provider has an obligation to provide the Services; 

"Confidential Information" means the Provider Confidential Information and the Client Confidential Information; 

"Contract" means a particular contract made under these Terms and Conditions between the Provider and the Client; 

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Client Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679); 

"Deliverables" means those [deliverables] specified in Section 4 of the Statement of Work that the Provider has agreed to deliver to the Client under these Terms and Conditions; 

"Effective Date" means the date of execution of the Contract; 

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars); 

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs); 

"Minimum Term" means, in respect of the Contract, the period specified in Section 2 of the Statement of Work; 

"Online Account" means any user or customer account on any third party website, or on any third party software application accessible via the internet, that is used by the Provider in the course of providing the Services; 

"Personal Data" has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679); 

"Provider" means WMR Music Group LTD a company incorporated in United Kingdom (registration number 12381065) having its registered office at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ

"Provider Confidential Information" means: 

(a) any information disclosed by or on behalf of the Provider to the Client 

during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Client (acting reasonably) to be confidential; and 

(b) the terms of the Contract; 

"Provider Indemnity Event" has the meaning given to it in Clause 17.1; 

"Services" means any services that the Provider provides to the Client, or has an obligation to provide to the Client, under these Terms and Conditions; 

"Social Media Marketing Services" means the creation of accounts connected to the Client on Social Media Platforms, the establishment and growth of user networks associated with such accounts, the creation of content for publication on and distribution through Social Media Platforms, the publication of such content on and distribution of such content through Social Media Platforms, and the monitoring and analysis of the impact of these services, as detailed in Section 3 of the Statement of Work; 

"Social Media Platforms" means Facebook, Twitter, YouTube, Spotify, Tidal, Apple Music, Amazon Music, Google Play Music, and any other social media platforms agreed by the parties in writing from time to time; 

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties; 

"Term" means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; 

"Terms and Conditions" means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time; and 

"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 4 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables. 

2. Term 

2.1 The Contract shall come into force upon the Effective Date. 

2.2 The Contract shall continue in force indefinitely, subject to termination in 

accordance with Clause 20 or any other provision of these Terms and Conditions. 

2.3 Unless the parties expressly agree otherwise in writing, each Statement of 

Work shall create a distinct contract under these Terms and Conditions. 

3. Social Media Marketing Services 

3.1 The Provider shall provide the Social Media Marketing Services to the Client 

during the Term. 

3.2 Each party must comply with the terms and conditions of the Social Media 

Platforms in respect of its activities relating to the Social Media Marketing Services and the Contract more generally. 

3.3 Subject to Clause 18.1, but notwithstanding any plans or projections 

communicated by the Provider to the Client, the Provider does not give any guarantees in relation to the outcomes of the Social Media Marketing Services, and in particular does not guarantee that the Social Media Marketing Services will result in increased website traffic, user engagement, revenue or profits. 

4. Client obligations 

4.1 Save to the extent that the parties have agreed otherwise in writing, the 

Client must provide to the Provider, or procure for the Provider, such: 

(a) co-operation, support and advice; 

(b) information and documentation; and 

(c) governmental, legal and regulatory licences, consents and permits, 

as are reasonably necessary to enable the Provider to perform its obligations under the Contract. 

4.2 The Client shall provide to the Provider: 

(a) assistance in determining appropriate keywords and keyword phrases to 

be targeted using the Services; 

(b) such articles, blog posts and other written materials as the Provider may 

reasonably request in connection with the performance of the Services; 

(c) direct access to analytical data concerning the Client's relevant 

websites, such as data concerning referral sources, visitor activity, website usage, conversion rates and similar; and 

(d) an email account using a relevant Client domain name. 

4.3 The Client acknowledges that the promotion of a website may lead to 

increased bandwidth, processing capacity and/or storage requirements for the website, and the Client shall be responsible for arranging and paying for any services required to meet such requirements. 

5. Client Materials 

5.1 The Client must supply to the Provider the Client Materials specified in 

REFERENCE TARGET REMOVED, in accordance with the timetable specified in Section 5 of the Statement of Work. 

5.2 The Client hereby grants to the Provider a non-exclusive licence to copy, 

reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under these Terms and Conditions. 

5.3 The Client warrants to the Provider that the Client Materials when used by the 

Provider in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. 

6. Client Websites 

6.1 The Client shall provide to the Provider, promptly following receipt of a written 

request from the Provider, the facilities to access and make changes to the Client Websites to the extent reasonably necessary to enable the Provider to fulfil its obligations under these Terms and Conditions. 

6.2 The Client must not reverse, revert or materially alter any changes to the 

Client Websites made by or upon the instructions of the Provider in the course of providing the Services without notifying the Provider in writing in advance. 

6.3 The Client must not use the Client Websites: 

(a) to host, store, send, relay or process any material; or 

(b) for any purpose, 

which is unlawful, illegal or fraudulent, or which breaches any applicable laws, regulations or legally binding codes, or infringes any third party rights, or may give rise to any form of legal action against any person. 

7. Online Accounts 

7.1 The Provider shall have and retain all rights to any Online Accounts that were 

created by or on behalf of the Provider before the Effective Date or were used by the Provider in the connection with the fulfilment of the Provider's obligations under these Terms and Conditions only after they had been used by the Provider to provide services to one or more third parties. The Provider shall have no obligation to provide to the Client any access to such Online Accounts, whether during or after the Term. 

7.2 The Client shall have and retain all rights to any Online Accounts that are 

created by the Client or by any third party on behalf of the Client, whether or not the Client provides to the Provider login details to enable the Provider to utilise those Online Accounts. The Provider must not take any action that will prevent the Client from continuing to access and use such Online Accounts. The Provider must not without the prior written consent of the Client use such Online Accounts after the end of the Term. 

7.3 If the Provider creates any Online Accounts after the Effective Date (excluding 

accounts that the Provider uses to provide services to a third party customer before use in connection with the fulfilment of the Provider's obligations under these Terms and Conditions), then the Client shall have and retain all rights to such Online Accounts. The Provider must promptly following receipt of a written request from the Client supply to the Client login details for such Online Accounts. If the Provider has not previously done so, the Provider must promptly following the end of the Term supply to the Client login details for such Online Accounts, and the Provider must not itself use any such Online Accounts after the end of the Term without the prior written consent of the Client. 

7.4 The parties may from time to time agree in writing derogations from the rules 

set out in this Clause 7 relating to the Online Accounts. 

8. Client Trade Marks 

8.1 Within 10 Business Days following the Effective Date, the Client shall provide or make available to the Provider representations of the Client Trade Marks in a digital format reasonably satisfactory to the Provider. 

8.2 The Client grants to the Provider a non-exclusive licence to use the Client 

Trade Marks during the Term for the purposes (and only for the purposes) of enabling the provision of the Services to the Client, and providing that the Client has given its prior written consent in relation to the type of use in question, or the Client has not objected to the type of use within the period of 10 Business Days following receipt of a written notice from the Provider detailing the type of use in question. 

8.3 The Provider must ensure that all uses of the Client Trade Marks will be in 

accordance with any style guide supplied or made available by the Client to the Provider. 

8.4 The Provider shall ensure that all instances of the use of the Client Trade 

Marks will be of a reasonable professional standard. 

8.5 Notwithstanding any other provision of these Terms and Conditions, the 

Provider must not use the Client Trade Marks in any way that: 

(a) may invalidate or lead to the revocation of or otherwise jeopardise any 

registered trade mark protection benefiting the Client Trade Marks; 

(b) may assist with any application to cancel or invalidate any registered 

Client Trade Mark or any opposition to any application by the Client to register any Client Trade Mark; 

(c) is likely to cause harm to the goodwill attaching to any of the Client 

Trade Marks; 

(d) may prejudice the right or title of the Client to the Client Trade Marks; or 

(e) is liable to bring the Client or any Client Trade Mark into disrepute. 

8.6 All goodwill arising as a result of, or in relation to, the use of the Client Trade 

Marks will accrue exclusively to the Client. 

8.7 If the Client considers that a use of the Client Trade Marks by the Provider 

breaches the provisions of this Clause 8 or is otherwise undesirable, the Client may issue a notice to the Provider requesting that such usage cease, and the Provider must ensure that such usage will cease within 5 Business Days following receipt of such a notice. 

8.8 The Client warrants to the Provider that the use by the Provider of the Client 

Trade Marks in accordance with these Terms and Conditions will not infringe any person's Intellectual Property Rights in any jurisdiction and under any applicable law. 

8.9 The Provider will not by virtue of the Contract obtain or claim any right, title or 

interest in or to the Client Trade Marks except as expressly set out in these Terms and Conditions. 

8.10 Within 10 Business Days following the termination of the Contract, the 

Provider must cease to use the Client Trade Marks and must: 

(a) remove or permanently obscure Client Trade Marks that appear on any 

works and materials in the possession or control of the Provider; and 

(b) to the extent that neither removal nor permanent obscuring is 

practicable, deliver to the Client or destroy (as the Provider shall determine) all those works and materials in the possession or control of the Provider on which the Client Trade Marks appear. 

9. Intellectual Property Rights 

9.1 The Provider hereby assigns to the Client all of its Intellectual Property Rights 

in the Deliverables, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term, excluding the Intellectual Property Rights in the Client Materials and the Third Party Materials. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. 

9.2 The Provider shall ensure that the Third Party Materials are: 

(a) licensed to the Client in accordance with the relevant licensor's 

standard licensing terms; 

(b) licensed to the Client on reasonable terms notified by the Provider to 

the Client; 

(c) sub-licensed by the Provider to the Client on reasonable terms notified 

in writing by the Provider to the Client; or 

(d) sub-licensed by the Provider to the Client on the basis of a non- 

exclusive, worldwide, perpetual and irrevocable licence to use the Third Party Materials in connection with the Deliverables, 

as reasonably agreed between the parties from time to time. 

9.3 To the maximum extent permitted by applicable law: 

(a) the Provider irrevocably and unconditionally waives all moral rights 

(including rights of paternity and rights of integrity) in respect of the Deliverables to which the Provider may at any time be entitled; and 

(b) the Provider undertakes to ensure that all individuals involved in the 

preparation of the Deliverables will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which they may at any time be entitled. 

9.4 The Provider must use reasonable endeavours to: 

(a) do or procure the doing of all acts; and 

(b) execute or procure the execution of all documents, 

that the Client may reasonably request from time to time in order to perfect or confirm the Client's ownership of the rights assigned by these Terms and Conditions. 

10. Reputation and goodwill 

10.1 The Provider undertakes that it will not, during the Term and without the prior 

written consent of the Client, take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the Client. 

10.2 The Client undertakes that it will not, during the Term and without the prior 

written consent of the Provider, take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the Provider. 

11. Charges 

11.1 The Client shall pay the Charges to the Provider in accordance with these 

Terms and Conditions. 

11.2 If the Charges are based in whole or part upon the time spent by the Provider 

performing the Services, the Provider must obtain the Client's written consent before performing Services that result in any estimate of time-based Charges given to the Client being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Client agrees otherwise in writing, the Client shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 11.2. 

11.3 All amounts stated in or in relation to these Terms and Conditions are, unless 

the context requires otherwise, stated exclusive of any applicable value added 

taxes, which will be added to those amounts and payable by the Client to the Provider. 

11.4 The Provider may elect to vary any element of the Charges by giving to the 

Client not less than 30 days' written notice of the variation, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds the percentage increase, during the same period, in the Retail Prices Index (all items) published by the UK Office for National Statistics. 

12. Timesheets 

12.1 The Provider must: 

(a) ensure that the personnel providing Services, the Charges for which will 

be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and 

(b) retain such records during the Term, and for a period of at least 12 

months following the end of the Term. 

13. Payments 

13.1 The Provider shall issue invoices for the Charges to the Client in advance of 

the delivery of the relevant Services to the Client. 

13.2 The Client must pay the Charges to the Provider within the period of 7 days following the receipt of an invoice issued in accordance with this Clause 13. 

13.3 The Client must pay the Charges by debit card, credit card, direct debit, bank 

transfer or cheque (using such payment details as are notified by the Provider to the Client from time to time). 

13.4 If the Client does not pay any amount properly due to the Provider under 

these Terms and Conditions, the Provider may: 

(a) charge the Client interest on the overdue amount at the rate of 8% per 

annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or 

(b) claim interest and statutory compensation from the Client pursuant to 

the Late Payment of Commercial Debts (Interest) Act 1998. 

14. Confidentiality obligations 

14.1 The Provider must: 

(a) keep the Client Confidential Information strictly confidential; 

(b) not disclose the Client Confidential Information to any person without 

the Client's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions; 

(c) use the same degree of care to protect the confidentiality of the Client 

Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care; and 

(d) act in good faith at all times in relation to the Client Confidential 

Information. 

14.2 The Client must: 

(a) keep the Provider Confidential Information strictly confidential; 

(b) not disclose the Provider Confidential Information to any person without 

the Provider's prior written consent, and then only under conditions of confidentiality approved in writing by the Provider; 

(c) use the same degree of care to protect the confidentiality of the 

Provider Confidential Information as the Client uses to protect the Client's own confidential information of a similar nature, being at least a reasonable degree of care; and 

(d) act in good faith at all times in relation to the Provider Confidential 

Information. 

14.3 Notwithstanding Clauses 14.1 and 14.2, a party's Confidential Information 

may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed. 

14.4 No obligations are imposed by this Clause 14 with respect to a party's 

Confidential Information if that Confidential Information: 

(a) is known to the other party before disclosure under these Terms and 

Conditions and is not subject to any other obligation of confidentiality; 

(b) is or becomes publicly known through no act or default of the other 

party; or 

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality. 

14.5 The restrictions in this Clause 14 do not apply to the extent that any 

Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange. 

14.6 Upon the termination of the Contract, each party must immediately cease to 

use the other party's Confidential Information. 

14.7 Following the termination of the Contract, and within 5 Business Days 

following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party's option) all media containing the other party's Confidential Information, and must irrevocably delete the other party's Confidential Information from its computer systems. 

14.8 The provisions of this Clause 14 shall continue in force indefinitely following 

the termination of the Contract. 

15. Data protection 

15.1 Each party shall comply with the Data Protection Laws with respect to the 

processing of the Client Personal Data. 

15.2 The Client warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Contract. 

15.3 The Provider shall only process the Client Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 15. 

15.4 The Provider shall only process the Client Personal Data on the documented 

instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing. 

15.5 Notwithstanding any other provision of these Terms and Conditions, the 

Provider may process the Client Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. 

15.6 The Provider shall ensure that persons authorised to process the Client 

Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

15.7 The Provider and the Client shall each implement appropriate technical and 

organisational measures to ensure an appropriate level of security for the Client Personal Data, including the measures specified in the information security policy of the Provider (as it may be updated by the Provider from time to time). 

15.8 The Provider must not engage any third party to process the Client Personal 

Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Provider shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Client may terminate the Contract on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Client of the intended changes. The Provider shall ensure that each third party processor is subject to the same legal obligations as those imposed on the Provider by this Clause 15. 

15.9 The Provider shall, insofar as possible and taking into account the nature of 

the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws. 

15.10The Provider shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. 

15.11The Provider shall make available to the Client all information necessary to 

demonstrate the compliance of the Provider with its obligations under this Clause 15 and the Data Protection Laws. 

15.12The Provider shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data. 

15.13The Provider shall allow for and contribute to audits, including inspections, 

conducted by the Client or another auditor mandated by the Client. The Provider may charge the Client at its standard time-based charging rates for any work performed by the Provider at the request of the Client pursuant to this Clause 15.13. 

15.14If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance. 

16. Warranties 

16.1 The Provider shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry. 

16.2 The Provider warrants to the Client that: 

(a) the Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions; 

(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions; and 

(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions. 

16.3 The Client warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions. 

16.4 All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract. 

17. Indemnities 

17.1 The Provider shall indemnify and shall keep indemnified the Client against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client and arising directly or indirectly as a result of any breach by the Provider of these Terms and Conditions (a "Provider Indemnity Event"). 

17.2 The Client must: 

(a) upon becoming aware of an actual or potential Provider Indemnity 

The event, notify the Provider; 

(b) provide to the Provider all such assistance as may be reasonably 

requested by the Provider in relation to the Provider Indemnity Event; 

(c) allow the Provider the exclusive conduct of all disputes, proceedings, 

negotiations and settlements with third parties relating to the Provider Indemnity Event; and 

(d) not admit liability to any third party in connection with the Provider 

Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider, 

without prejudice to the Provider's obligations under Clause 17.1. 

17.3 The Client shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Client of these Terms and Conditions (a "Client Indemnity Event"). 

17.4 The Provider must: 

(a) upon becoming aware of an actual or potential Client Indemnity Event, 

notify the Client; 

(b) provide to the Client all such assistance as may be reasonably 

requested by the Client in relation to the Client Indemnity Event; 

(c) allow the Client the exclusive conduct of all disputes, proceedings, 

negotiations and settlements with third parties relating to the Client Indemnity Event; and 

(d) not admit liability to any third party in connection with the Client 

Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Client Indemnity Event without the prior written consent of the Client, 

without prejudice to the Client's obligations under Clause 17.3. 

17.5 The indemnity protection set out in this Clause 17 shall not be subject to the limitations and exclusions of liability set out in the Contract. 

18. Limitations and exclusions of liability 

18.1 Nothing in these Terms and Conditions will: 

(a) limit or exclude any liability for death or personal injury resulting from 

negligence; 

(b) limit or exclude any liability for fraud or fraudulent misrepresentation; 

(c) limit any liabilities in any way that is not permitted under applicable 

law; or 

(d) exclude any liabilities that may not be excluded under applicable law. 

18.2 The limitations and exclusions of liability set out in this Clause 18 and 

elsewhere in these Terms and Conditions: 

(a) are subject to Clause 18.1; and 

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions. 

18.3 The Provider shall not be liable to the Client in respect of any losses arising out of a Force Majeure Event. 

18.4 The Provider shall not be liable to the Client in respect of any loss of profits or anticipated savings. 

18.5 The Provider shall not be liable to the Client in respect of any loss of revenue or income. 

18.6 The Provider shall not be liable to the Client in respect of any loss of use or production. 

18.7 The Provider shall not be liable to the Client in respect of any loss of business, 

contracts or opportunities. 

18.8 The Provider shall not be liable to the Client in respect of any loss or corruption of any data, database or software. 

18.9 The Provider shall not be liable to the Client in respect of any special, indirect or consequential loss or damage. 

19. Force Majeure Event 

19.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. 

19.2 A party that becomes aware of a Force Majeure Event which gives rise to, or 

which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must: 

(a) promptly notify the other; and 

(b) inform the other of the period for which it is estimated that such failure or delay will continue. 

19.3 A party whose performance of its obligations under the Contract is affected by 

a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

 

20. Termination 

20.1 The Provider may terminate the Contract by giving to the Client not less than 

15 days' written notice of termination, expiring at the end of any calendar month. The Client may terminate the Contract by giving to the Provider not less than 30 days' written notice of termination, expiring after the end of the Minimum Term. 

20.2 Either party may terminate the Contract immediately by giving written notice 

of termination to the other party if: 

(a) the other party commits any breach of the Contract, and the breach is 

not remediable; 

(b) the other party commits a breach of the Contract, and the breach is 

remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or 

(c) the other party persistently breaches the Contract (irrespective of 

whether such breaches collectively constitute a material breach). 

20.3 Either party may terminate the Contract immediately by giving written notice 

of termination to the other party if: 

(a) the other party: 

(i) is dissolved; 

(ii) ceases to conduct all (or substantially all) of its business; 

(iii) is or becomes unable to pay its debts as they fall due; 

(iv) is or becomes insolvent or is declared insolvent; or 

(v) convenes a meeting or makes or proposes to make any 

arrangement or composition with its creditors; 

(b) an administrator, administrative receiver, liquidator, receiver, trustee, 

manager or similar is appointed over any of the assets of the other party; 

(c) an order is made for the winding up of the other party, or the other 

party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or 

(d) if that other party is an individual: 

(i) that other party dies; 

(ii) as a result of illness or incapacity, that other party becomes 

incapable of managing his or her own affairs; or 

(iii) that other party is the subject of a bankruptcy petition or order. 

20.4 The Provider may terminate the Contract immediately by giving written notice 

to the Client if: 

(a) any amount due to be paid by the Client to the Provider under the 

Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and 

(b) the Provider has given to the Client at least 30 days' written notice, 

following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 20.4. 

21. Effects of termination 

21.1 Upon the termination of the Contract, all of the provisions of these Terms and 

Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 7, 8.10, 9.2, 9.4, 12, 13.2, 13.4, 14, 15.1, 15.3, 15.4, 15.5, 15.6, 15.7, 15.8, 15.9, 15.10, 15.11, 15.12, 15.13, 15.14, 17, 18, 21, 22.2, 24 and 25. 

21.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party. 

21.3 Within 10 Business Days following the date of effective termination of the 

Contract, the Provider shall provide to the Client a copy of each non-trivial dataset directly relating to the Client that is reasonably available and accessible to the Provider and has been generated by the Provider in the course of performing its obligations under these Terms and Conditions in a format determined by the Provider acting reasonably, providing that the Client must pay, in advance if so requested by the Provider, the Provider's reasonable costs and expesnses in relation to the performance of the Provider's obligations under this Clause 21.3. 

22. Status of Provider 

22.1 The Provider is not an employee of the Client, but an independent contractor. 

22.2 The termination of the Contract will not constitute unfair dismissal; nor will the Provider be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract. 

23. Notices 

23.1 Any notice given under these Terms and Conditions must be in writing, 

whether or not described as "written notice" in these Terms and Conditions. 

23.2 Any notice from one party to the other party under these Terms and 

Conditions must be given by one of the following methods (using the relevant contact details set out in REFERENCE TARGET REMOVED): 

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery, 

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time. 

23.3 The addressee and contact details set out in REFERENCE TARGET REMOVED 

may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 23. 

24. General 

24.1 No breach of any provision of the Contract shall be waived except with the 

express written consent of the party not in breach. 

24.2 If any provision of the Contract is determined by any court or other competent 

authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted). 

24.3 The Contract may not be varied except by a written document signed by or on 

behalf of each of the parties. 

24.4 Neither party may without the prior written consent of the other party assign, 

transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions. 

24.5 The Contract is made for the benefit of the parties, and is not intended to 

benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party. 

24.6 Subject to Clause 18.1, these Terms and Conditions shall constitute the entire 

agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. 

24.7 The Contract shall be governed by and construed in accordance with English 

law. 

24.8 The courts of England shall have exclusive jurisdiction to adjudicate any 

dispute arising under or in connection with the Contract. 

25. Interpretation 

25.1 In these Terms and Conditions, a reference to a statute or statutory provision 

includes a reference to: 

(a) that statute or statutory provision as modified, consolidated and/or re- 

enacted from time to time; and 

(b) any subordinate legislation made under that statute or statutory 

provision. 

25.2 The Clause headings do not affect the interpretation of these Terms and 

Conditions. 

25.3 References in these Terms and Conditions to "calendar months" are to the 12 

named periods (January, February and so on) into which a year is divided. 

25.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things. 

STATEMENT OF WORK 

1. Client details 

The Client is [individual name] of [address]. 

2. Minimum Term 

30 Calendar Days; or 1 (one) Month 

3. Specification of Services 

Digital Marketing Services; Music Publicity Services; Spotify Services; Apple Music Services; Tidal Services; Instagram Growth Services. 

4. Specification of Deliverables 

"Deliverables" means those deliverables specified in Section 4 of the Statement of Work that the Provider has agreed to deliver to the Client under these Terms and Conditionsordefine deliverables 

5. Timetable 

All off the services should be delivered within timeline specified in contract 

WMR Music Group LTD

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