Last updated: 1 January 2024
In these Terms and Conditions ("Agreement"), the following definitions apply unless the context otherwise requires:
These Terms and Conditions govern the legal relationship between LIVORA and the Client in respect of all Services provided by LIVORA. They apply to every engagement between the parties, whether governed by a Statement of Work, letter of engagement, purchase order, email confirmation or other written agreement.
An engagement is formed when: (a) LIVORA issues a Statement of Work and the Client provides written acceptance; or (b) the Client issues a purchase order accepted in writing by LIVORA; or (c) the parties otherwise agree in writing to proceed with the Services on the basis of these Terms and Conditions and any additional agreed terms.
In the event of any conflict between these Terms and Conditions and the terms of a Statement of Work, the Statement of Work shall prevail to the extent of the inconsistency. These Terms and Conditions shall otherwise apply in full.
LIVORA reserves the right to update these Terms and Conditions from time to time. Any update will apply to new engagements entered into after the date of update. Existing engagements already in force will continue to be governed by the version of these Terms and Conditions applicable at the time the engagement was formed, unless the parties agree otherwise in writing.
Each engagement for Services shall be governed by a Statement of Work setting out, at minimum: (a) the scope and description of the Services to be provided; (b) the Deliverables to be produced; (c) the agreed timeline or milestones; (d) the fees payable and payment schedule; and (e) any additional terms specific to the engagement.
Statements of Work shall be issued by LIVORA and must be accepted in writing by the Client. Acceptance may be given by email, electronic signature or execution of a formal agreement. Verbal acceptance alone does not constitute formation of a binding engagement unless subsequently confirmed in writing by both parties.
Any changes to the scope of Services described in an agreed Statement of Work must be agreed in writing by both parties before work on the changed scope commences. LIVORA reserves the right to adjust fees and timelines to reflect any agreed change in scope.
Where the Client requests changes to the scope of a current engagement that are not covered by the existing SOW, LIVORA will issue a change order setting out the impact on fees and timeline. Work on changed scope shall not commence until the change order is accepted by the Client in writing.
LIVORA shall:
LIVORA does not warrant that any specific outcome, result, revenue level, audience size, search ranking, advertising performance metric, software performance benchmark or other business result will be achieved through the Services. All estimates, projections and illustrations of potential outcomes are provided in good faith based on available information and reasonable professional judgement but do not constitute guarantees.
The Client shall:
The Client acknowledges that delays caused by the Client's failure to fulfil its obligations may result in corresponding delays to the delivery of Services and that LIVORA shall not be liable for any such delays or their consequences.
The fees payable for the Services shall be set out in the relevant Statement of Work. LIVORA reserves the right to revise its standard rates for new engagements and retainer renewals with reasonable notice.
LIVORA shall issue invoices in accordance with the payment schedule set out in the Statement of Work. Where no specific schedule is agreed, LIVORA shall invoice monthly in arrears for retainer engagements and at agreed project milestones for fixed-scope engagements. All invoices shall be addressed to the Client's nominated billing contact and sent by email to the address specified by the Client.
All invoices are payable within thirty (30) calendar days of the invoice date, unless a different payment period is specified in the Statement of Work. Payment shall be made by bank transfer to the account details specified on the invoice. LIVORA reserves the right to require a deposit of up to fifty percent (50%) of the agreed project fee before commencing work on fixed-scope engagements.
Without prejudice to any other right or remedy available to LIVORA, if any payment is not received by the due date, LIVORA shall be entitled to: (a) charge interest on the overdue amount at a rate of eight percent (8%) per annum above the Bank of England base rate, accruing daily from the due date until payment is made in full, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend the provision of Services until payment in full is received, without liability to the Client for any loss or damage arising from such suspension.
If the Client disputes any element of an invoice in good faith, the Client shall notify LIVORA in writing within ten (10) Working Days of the invoice date, specifying in reasonable detail the nature and amount of the dispute. The undisputed portion of the invoice shall remain payable by the original due date. The parties shall work in good faith to resolve the disputed amount promptly.
Unless otherwise agreed in the Statement of Work, out-of-pocket expenses reasonably incurred by LIVORA in the performance of the Services, including travel, accommodation, third-party platform subscriptions and production costs, shall be recharged to the Client at cost. LIVORA will seek prior written approval from the Client for any individual expense exceeding one hundred pounds (£100) before it is incurred.
All fees quoted by LIVORA are exclusive of Value Added Tax (VAT) or any other applicable taxes unless expressly stated otherwise. Where applicable, VAT shall be charged at the prevailing rate and shall be payable by the Client in addition to the stated fees.
All Intellectual Property Rights in materials, tools, methodologies, frameworks, software and know-how owned by or licensed to LIVORA prior to the commencement of any engagement ("LIVORA Pre-Existing IPR") remain the exclusive property of LIVORA and are not transferred to the Client under any circumstances. To the extent that LIVORA Pre-Existing IPR is incorporated into any Deliverable, LIVORA grants the Client a non-exclusive, non-transferable, royalty-free licence to use such Pre-Existing IPR solely as necessary to benefit from the Deliverable for the purposes of the Client's own business, subject to full payment of all fees due.
All Intellectual Property Rights in materials, content, data and other assets provided by the Client to LIVORA for use in the provision of Services ("Client Materials") remain the exclusive property of the Client. The Client grants LIVORA a limited licence to use Client Materials solely for the purpose of performing the Services during the term of the relevant engagement.
Subject to full payment of all fees due under the relevant engagement, LIVORA assigns to the Client all Intellectual Property Rights in Deliverables created specifically for the Client under the relevant Statement of Work, with the exception of: (a) LIVORA Pre-Existing IPR incorporated into Deliverables; (b) any open-source software components; and (c) any third-party materials for which LIVORA has procured a licence on the Client's behalf. LIVORA shall promptly execute any documents reasonably required to give effect to such assignment.
Unless expressly agreed otherwise in writing, LIVORA reserves the right to reference the Client's name and a high-level description of the nature of the Services provided in its own marketing materials, website, portfolio and award submissions. LIVORA shall not disclose confidential details of any engagement without the Client's prior written consent.
Each party agrees to maintain the strict confidentiality of Confidential Information received from the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required by law, court order or regulatory authority. Each party shall use the other's Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement.
Each party shall take reasonable steps to ensure that its employees, contractors and agents who have access to the other party's Confidential Information are bound by confidentiality obligations at least as protective as those set out in this Agreement.
The obligations in this clause shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the possession of the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is disclosed with the prior written consent of the disclosing party.
The confidentiality obligations in this clause shall survive the termination or expiry of this Agreement for a period of three (3) years.
This Agreement commences on the date an engagement is formed in accordance with Clause 2 and continues until the completion of all Services or until terminated in accordance with this Clause 9.
Either party may terminate an ongoing retainer engagement by giving the other party not less than thirty (30) days' written notice. For fixed-scope project engagements, the Client may terminate upon thirty (30) days' written notice, in which case the Client shall pay LIVORA for all work performed up to the date of termination, plus any non-recoverable costs reasonably incurred by LIVORA in preparation for Services not yet commenced.
Either party may terminate this Agreement immediately by written notice to the other if: (a) the other party commits a material breach of this Agreement and, where that breach is capable of remedy, fails to remedy it within fifteen (15) Working Days of receipt of written notice specifying the breach and requiring its remedy; (b) the other party becomes insolvent, enters administration, is wound up, has a receiver or administrator appointed, or makes a composition with its creditors; or (c) the other party ceases or threatens to cease to carry on business.
On termination or expiry of any engagement: (a) all licences granted under this Agreement in connection with that engagement shall terminate, subject to any rights to use Deliverables that have vested on full payment; (b) each party shall promptly return or destroy the other party's Confidential Information as directed; (c) all accrued payment obligations shall remain due and payable; and (d) all provisions that by their nature are intended to survive termination shall continue in full force, including Clauses 7, 8, 10, 11, 12 and 14.
whether or not such losses were foreseeable or had been advised of the possibility of their occurrence.
LIVORA's total aggregate liability to the Client in connection with any single engagement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Client to LIVORA under the relevant Statement of Work during the twelve (12) month period immediately preceding the event giving rise to the liability.
Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot by applicable law be excluded or limited; or (d) any breach of the obligations in Clause 14 (Data Protection) to the extent required by applicable law.
The Client shall indemnify, defend and hold harmless LIVORA, its directors, employees and contractors from and against any claims, losses, costs, damages, expenses (including reasonable legal fees) and liabilities arising out of or in connection with: (a) the Client's use of the Services or Deliverables in a manner not authorised by this Agreement; (b) any breach by the Client of its obligations under this Agreement; (c) any claim that Client Materials infringe the Intellectual Property Rights or other rights of any third party; or (d) any claim arising from the Client's own products, services or business operations.
Neither party shall be in breach of this Agreement, nor liable for any failure or delay in performing any obligation under this Agreement, if such failure or delay results from a Force Majeure Event. The party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable and shall take all reasonable steps to mitigate the effect of the Force Majeure Event on its performance of this Agreement. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement on written notice without liability, subject only to payment for work performed up to the point of termination.
The performance of many of LIVORA's Services depends on third-party platforms, networks, data sources and software over which LIVORA has no control. LIVORA makes no representation or warranty regarding the continued availability, performance or functionality of any third-party platform and shall not be liable for any loss or disruption to the Services caused by any change in the terms, functionality, availability or policies of any third-party platform or service.
Where LIVORA procures third-party platform access, subscriptions or services on the Client's behalf, the Client acknowledges that the terms of use of those third-party services apply and that LIVORA's liability in connection with such services is limited to that set out in Clause 10.
Each party shall comply with its obligations under applicable Data Protection Legislation in connection with this Agreement. Where LIVORA processes personal data on behalf of the Client in the course of providing the Services, LIVORA does so as data processor and the Client does so as data controller. In such cases:
Where the parties operate as independent data controllers in respect of personal data, each party shall be independently responsible for its own compliance with applicable Data Protection Legislation.
Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010. Neither party shall offer, give, solicit or accept any bribe, kickback or other improper payment or benefit in connection with this Agreement. Each party shall have in place adequate procedures to prevent bribery and corruption in accordance with applicable law.
This Agreement, together with the relevant Statement of Work, constitutes the entire agreement between the parties with respect to the subject matter of each engagement and supersedes all prior discussions, representations, understandings and agreements between the parties relating to the same subject matter. Each party acknowledges that it has not relied on any representation or warranty that is not expressly set out in this Agreement.
No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both parties.
A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall prevent any further or other exercise of that or any other right or remedy.
If any provision of this Agreement is found to be illegal, void or unenforceable in whole or in part by any court or competent authority, that provision or part shall be deemed deleted from the Agreement, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any deleted provision with a valid provision that achieves, to the greatest extent possible, the original commercial intent of the deleted provision.
The Client shall not assign, transfer, charge or otherwise deal with all or any of its rights or obligations under this Agreement without LIVORA's prior written consent. LIVORA may assign this Agreement or any rights or obligations under it to any affiliate or successor entity without the Client's consent, provided that such assignment does not materially prejudice the Client's rights under the Agreement.
Any notice or other formal communication required to be given under this Agreement shall be in writing and delivered by hand, by post to the registered address of the receiving party, or by email to the address specified in the Statement of Work or otherwise notified by the receiving party. Notices sent by email shall be deemed received at the time of transmission, provided that no automated delivery failure notification is received by the sender. Notices sent by post shall be deemed received three Working Days after posting.
This Agreement is governed by and shall be construed in accordance with the law of England and Wales. The parties shall attempt to resolve any dispute arising under or in connection with this Agreement through good-faith negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days of written notice by one party to the other, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If mediation fails to resolve the dispute, the parties submit to the exclusive jurisdiction of the courts of England and Wales.
For any questions about these Terms and Conditions, please contact LIVORA DIGITAL LTD at: