Objectives
It is the client’s responsibility to make the objectives and messages
of the campaign as clear and simple as possible, EIMS Ltd accepts no liability
for the failure of a campaign due to incoherent or confusing messages,
or for messages which are excessively long or numerous.
EIMS Ltd will work hard to hit targets, but the client accepts that by
striving to hit targets, EIMS Ltd has no liability for hitting such targets,
and EIMS Ltd may not be deemed to have accepted that such targets are
realistic.
The client will work with EIMS Ltd both pro-actively and in a spirit
of cooperation to overcome any difficulties that are encountered. The
client accepts that it is impossible to guarantee outcomes, and that failure
to hit targets is not an acceptable reason for non-payment.
Documentation
As part of our quality processes, EIMS Ltd uses a standard documentation
format to brief agents on campaigns, called "Tips’n’Tricks". The Tips’n’Tricks
document is updated over time, and takes precedence over the client’s
original brief, or any other collection of inputs, including but not limted
to: briefings from clients, emails, telephone conversations, and alternative
proposals. Even where there is only one source for a brief, EIMS Ltd will
adhere to Tips’n’Tricks, as part of our quality procedures. The client
may have a copy of the latest Tips’n’Tricks upon request, and may suggest
changes as appropriate. The client accepts that any significant changes
may affect the performance of the campaign.
Campaign Performance
It is the client’s obligation to ensure that EIMS Ltd has everything
it needs from the client at least two weeks prior to the agreed start
date in order to perform its duties in a timely fashion; for example:
it is the client’s obligation to ensure EIMS Ltd has scripts, lists and
approvals on the dates agreed. If client inputs are delivered late and
EIMS Ltd’s staff or other chargeable resources are idle as a result, then
the client agrees to pay for this idle time (see Termination & Variation
below). The client also accepts a responsibility to provide higher-level
inputs where they may contribute to campaign performance, including but
not limited to: campaign context, why contacts will be interested in the
campaign proposition, how to overcome typical objections, and examples
of how success has been achieved in the past.
Data quality
Although best efforts will be made to provide accurate & valuable
data, the client accepts that many factors will limit data quality, including
but not limited to: other more pressing objectives (such as finding leads),
the quality of the initial data, the time available for the campaign,
a limited budget, incompatibility of character sets, and even spelling
mistakes. EIMS Ltd accepts no liability for any costs incurred as a result
of data inaccuracy.
Freedom of management & Incentives
The client accepts that the service provided by EIMS Ltd is an outsourced
business function, with its own processes. The client will not "micro-manage"
activity within EIMS Ltd, and the client will allow EIMS Ltd freedom to
allocate its resources. The client will take up problems with their account
manager, and will escalate unresolved problems up through EIMS Ltd’s line
management in writing.
The client will allow EIMS Ltd freedom to use budget in the way it deems
fit, for example: EIMS Ltd will offer incentives to staff to perform well
on a campaign; as we bill on a T&M basis, these incentives will be
entered into our timesheet system as time spent by the staff member concerned
under the activity of "incentive". The client will allow this type of
manipulation of budget. If the client objects to the use of budget
for incentives, they must state this in writing at time of order.
EIMS Ltd may sub-contract its performance to any other person, firm or
company and such sub-contractor(s) shall for such purpose be EIMS Ltd’s
agents. EIMS Ltd may subcontract at its own discretion, subject to ensuring
that such sub-contractors agree to EIMS Ltd’s standard confidentiality
agreements.
EIMS Ltd understands that clients’ needs change, and so will make all
reasonable efforts to comply with a client request to carry out additional
or different duties than those originally envisaged within the originally
agreed budget; however, the client accepts that this may be at the expense
of the original campaign objectives.
Timescales & Duration
EIMS Ltd will endeavour to work to a client’s desired timescale, particularly
in the case of time-limited events such as conferences and exhibitions.
However EIMS Ltd has the right to manage timescales according to the resources
which it has available, and by balancing the requirements of all campaigns
to arrive at the most appropriate work schedule. If this process causes
a delay to a previously agreed schedule, EIMS Ltd will inform the client,
but this will not constitute a failure to deliver the agreed service unless
EIMS Ltd has behaved negligently.
Statements issued by EIMS Ltd are for guidance only. The client accepts
that it has a responsibility in timely execution of campaigns, including,
but not limited to: a responsibility for the provision of purchase orders,
data lists and relevant approvals at least two weeks prior to campaign
commencement. The client accepts that any failure by the client or a 3rd
party to meet a deadline will compromise EIMS Ltd’s ability to meet its
quoted deadlines. Additionally, reasons internal to EIMS Ltd (such as
staff absence) may also have an impact, particularly on smaller campaigns
where only one person is calling in each country; in such cases the client
will make reasonable allowances (e.g. time for the absent staff member
to return, or EIMS Ltd to train a new staff member).
Timescales are not guaranteed. However, where failure to meet a deadline
may adversely impact on campaign outcomes (e.g. when organising an event),
then EIMS Ltd will draw the client’s attention to this fact, and take
appropriate action as agreed with the client. However if the performance
of the campaign will not be materially affected, then the client will
allow EIMS Ltd Freedom of management to deliver the campaign in reasonable
timescales. An example of a reasonable delay in a lead generation campaign
could be 3 or 4 weeks, however EIMS Ltd would typically confer with the
client after a week or two.
Warranty
Under no circumstances will EIMS Ltd be held responsible for achieving
the client’s business objectives. The client accepts that EIMS Ltd are
an agency performing a marketing service which is not intended to include
risk-management or guaranteed outcomes.
The client accepts that, even when EIMS Ltd has achieved a particular
level of performance in the past, this does not guarantee the same level
of performance on subsequent occasions. EIMS Ltd make no specific warranty
on performance factors (such as calls per hour), because this allows freedom
of management, for example it may be more appropriate to spend more time
per call, but do fewer calls or vice versa. However, if the client requires
EIMS Ltd to focus on a particular metric (e.g. calls/hr) then EIMS Ltd
will do so.
The client accepts that problem resolution will be dealt with by working
closely with EIMS Ltd during the campaign and giving EIMS Ltd feedback
on how to improve if there are performance problems. Whilst EIMS Ltd will
endeavour to address any issue raised whilst a campaign is live, no action
or remedy may be taken by the client after the campaign has closed unless
either: the relevant concerns were raised prior to the end of the campaign
and not adequately addressed, or: the problem could not have been known
to the client prior to campaign completion, and the problem was (or should
have been) known to EIMS Ltd .
Indemnity & liability
The client will protect and indemnify EIMS Ltd against all claims arising
out of agreements between the Client and 3rd parties. For example if the
client provides EIMS Ltd with information, software or data without having
the proper rights to do so, the client indemnifies and holds EIMS Ltd
harmless against any costs including, but not limited to: fines, losses,
damages arising from claims from third parties for any reason, including
but not limited to infringement of copyright or patents.
EIMS Ltd indemnifies the client against any 3rd party claims where those
claims are as a result of actions that EIMS Ltd took independently of
the client, and are unrelated to work being done for the client. However,
where EIMS Ltd executes instructions from the client, EIMS Ltd does not
indemnify the client against any loss or damage or any claims by a third
party or any costs arising in connection therewith, whether arising from
negligence or otherwise. For example if EIMS Ltd purchases a list from
a list vendor on behalf of the client, and the client is dissatisfied
with the list, the client will be liable to the 3rd party list vendor
for payment. Similarly if EIMS Ltd uses a list or software to which the
client does not have rights as a result of client instructions, then the
client must bear liability for any infringements arising from such use.
Except as stated in these terms and conditions EIMS Ltd shall not be liable
to the Client, its directors, servants or agents whether in tort or under
statute or common law or otherwise howsoever. Any order placed with EIMS
Ltd is only accepted on the understanding that under no circumstances
will EIMS Ltd be held liable for consequential loss. Under no circumstances
will EIMS Ltd be liable to consequential loss clauses or penalties of
any sort, even if the client’s standard terms & conditions state to
the contrary. Liquidated damages will be entirely at EIMS Ltd’s
discretion. The basis for this condition is that the client is paying
for time and materials (T&M), not outcomes.
Termination & Variation
Termination or variation (including delay) of the contract by the client
prior to completion of all work shall be subject to a minimum 30 day notice
period or an equivalent fee. If a client wishes to cancel a contract,
for whatever reason, EIMS Ltd will attempt at its own discretion to reallocate
the resources allocated to the client at minimal cost to the client. EIMS
Ltd will charge the client for the value of the works completed so far
plus the value of booked resources that EIMS Ltd cannot easily or reasonably
re-deploy up to a maximum of the entire contract value.
EIMS Ltd may vary the service at its absolute discretion (for example
by altering the level of resources allocated to a campaign). EIMS Ltd
may terminate the agreement for any reason with 30 days notice.
Variation/Delay
Should a client halt a campaign after placing an order, but prior to
completion, the client is liable for all costs incurred by EIMS Ltd as
a result, including but not limited to lost revenue, up to the value of
the relevant order.
In the event of variation to an order or a delay in the original start
date due to factors outside of EIMS Ltd’s control, the client will be
liable to pay a fee. This fee will be equivalent to the unplanned or additional
costs arising as a result of the client’s actions, such as the price of
paying for resources that were allocated to the client’s campaign, and
which cannot be re-allocated without cost when a client changes planned
timescales. In the case of a delay, EIMS Ltd will seek to minimise the
cost to the client where it is practical to do so. In the case of other
variations which involve extra work, such as changing scripts after they
have been agreed, EIMS Ltd reserve the right to charge for this work;
this means that the amount of other work (such as calling) will be reduced
accordingly, or if the client agrees, the invoiceable amount will increase.
In the event of any termination or variation, the minimum fee payable
will be the value of the set up fee specified in EIMS Ltd’s estimate.
EIMS Ltd shall be entitled to vary the charges made with immediate effect
if the Client requires any deviation or variation from or addition to
the services requested on the work specification or if unforeseen circumstances
or difficulties arise in connection with the execution of services requested
except where the said difficulties arise as a result of EIMS Ltd’s failure
to perform its duties in a professional manner. The client may vary an
order without penalty by giving notice in writing (minimum 30 days). Any
variation to an order or contract that gives less than the notice required
above may incur costs. For example if a client delays a campaign, or changes
the profile of work after placing the initial order, this may lead to
resources being unused. Wherever possible, EIMS Ltd will attempt to re-deploy
these resources, however, the client will be liable to pay EIMS Ltd for
the unused resources at EIMS Ltd’s normal T&M rate. Any costs incurred
by EIMS Ltd as a result of a variation by the client will also be payable
by the client at EIMS Ltd’s prevailing T&M rates.
Reasons for notice.
The client may terminate this agreement by giving 30 days notice in writing,
such notice to include reasons for the termination. For contracts of
6 months or more, a 3-month notice period is required. If termination
is for reasons of performance, that the client will make reasonable efforts
to inform EIMS Ltd of such reasons in such a way that EIMS Ltd has reasonable
time to correct any errors prior to notice of termination being issued.
Either party may terminate the contract forthwith with no liability arising
from the act of termination in the event of the other party having any
order made, petition presented or resolution passed for its winding up;
Having any voluntary arrangement or administration order made (as defined
in the Insolvency Act 1986); On the appointment of any receiver, administrative
receiver, or administrator; Becoming bankrupt or insolvent under the Insolvency
Act 1986.
EIMS Ltd may terminate the campaign at its absolute discretion if it
has good reason to believe that the client is unwilling or unable to pay
for services provided at the agreed rate. In these circumstances, the
client will still be liable to pay for all work done.
Prices & Payment
The Client shall pay EIMS Ltd, in accordance with the scale of charges
and/or hourly rates prevailing at the time of order. Prior to commencing
work, EIMS Ltd will provide the client with an estimate. The estimate
is an indication for budgetary purposes, not a contractual document guaranteeing
a particular outcome. EIMS Ltd charges on a Time and Materials (T&M)
basis, not fixed price. There are no exceptions to this unless specifically
agreed in writing by a Director.
Price promise: EIMS Ltd will not overspend. This means that the amount
EIMS Ltd invoices the client, excluding expenses (see "Expenses"), will
not exceed the "agreed price" without first seeking client agreement.
The agreed price is the value of the client’s order or the value of EIMS
Ltd’s estimate if there is no written order.
Caveat: In some cases, it is not possible to observe the price promise
strictly; for example:
.
In a "Virtual Sales" campaign, the amount the client agrees to pay
may include a performance-related element, such as commission. In such
cases, the amount payable to EIMS Ltd will increase the better we perform
(see Expenses below).
· For contracts
exceeding one month in duration the monthly spend may vary at EIMS Ltd’s
discretion such that more is spent in one month than another although
the overall spend over the life of the contract will not exceed the agreed
price. This means that the price promise will be kept for the campaign
as a whole, but not on a per-diem pro-rata basis.
However, even in such cases, EIMS Ltd will only exceed the agreed price
if the client has agreed to the relevant principle (e.g. if they have
agreed to pay commission).
Prices
Prices are valid for a period of 30 (thirty) days from date of estimate.
Prices are exclusive of VAT (currently 17.5%) or any other taxes. If the
data or services provided by EIMS Ltd will be used outside the UK, but
within the European Union, then EIMS Ltd will not charge VAT on its invoices
if the client provides its own VAT number; in such cases the client is
responsible for paying VAT locally at the prevailing rate for their country.
The client accepts that EIMS Ltd "quotations" are estimates only, which
are based on information provided by the client to EIMS Ltd, and that
such data may be incomplete, incorrect, subject to misinterpretation,
and may change over time. It is the client’s responsibility to satisfy
themselves that EIMS Ltd has correctly understood the requirement and
estimated the price accordingly.
EIMS Ltd will review prices from time to time. Price rises will not be
retrospective; any purchase order placed prior to a price rise will not
be affected by future price rises, except where the purchase order is
open ended or spans more than 12 months. EIMS Ltd may vary its pricing
policy under exceptional circumstances; for example EIMS Ltd may raise
prices at its absolute discretion if inflation is so great as to significantly
affect EIMS Ltd’s margins.
Prices assume that all work is done at EIMS Ltd’s premises. If work
is done on the client’s site or other site specified by the client that
requires "off-site" working, different rates may apply; EIMS Ltd will
inform the client if this is the case.
Expenses
Prices do not include travel and accommodation costs for the EIMS Ltd
staff travelling outside their normal place of work for the purposes of
the campaign or at the request of the client. The client agrees to pay
EIMS Ltd reasonable travel & subsistence expenses. Expenses are payable
in addition to work for which an order has been placed, and are not included
in EIMS Ltd’s quotations. Some other items such as Virtual Sales commissions
may also be considered expenses subject to the client’s prior agreement
in writing. Where expenses are likely to be non-obvious or significant,
EIMS Ltd will agree them with the client prior to incurring any cost.
Expenses for travel, subsistence and accommodation are deemed to be obvious.
Expenses for inputs to campaigns (such as purchasing lists, postage and
fulfilment materials) are deemed to be obvious. If the client would prefer
expenses to be included within the P.O. cost, this must be specified in
writing at time of order, so that resources may be planned accordingly;
ideally it would be specified prior to estimate, so that an estimate for
expenses can be included in EIMS Ltd’s estimate.
Triggers for payment
The client agrees to pay EIMS Ltd upon a number of trigger events. Triggers
for payment include:
· Placement of
order: All new clients must make an initial payment of at least 50% of
the contract value prior to commencement of work. An initial payment of
at least 30% of the contract value is payable prior to commencement of
every subsequent campaign until a credit limit is agreed. A credit limit
will be agreed only if the client has a history of paying in full, and
on time. EIMS Ltd may revoke a client’s credit limit for late payment.
· Ordering of 3rd
party goods or services. Pre-payment is normally required if EIMS Ltd
is purchasing 3rd party goods or services (such as bought-in lists) on
behalf of the client. If EIMS Ltd purchases 3rd party goods or services
on behalf of the client, then the client is liable to pay the full amount
for these goods or services immediately upon invoice from EIMS Ltd. EIMS
Ltd is not responsible for resolving disputes between the client and 3rd
party vendors.
· Invoice issued.
The client must pay EIMS Ltd the full value of any invoice issued within
a maximum of 30 days (see payment schedule). Late payments will be subject
to a late payment charge at EIMS Ltd’s sole discretion (this is effectively
a discount for prompt payment - see payment schedule). EIMS Ltd will normally
issue the client with an invoice when:
o The work done
exceeds the client’s credit limit, or
o The time since
order or last invoice exceeds an appropriate time limit (e.g. every week
or month), or
o The campaign
finishes, or
o EIMS Ltd incurs
external costs on behalf of the client (typically set up costs).
· If the client
fails to receive an invoice from EIMS Ltd, or an invoice is delayed, the
client accepts that this is not a reason for non-payment.
EIMS Ltd will invoice the client based on services provided at the agreed
T&M rate, or work to be done in the case of advance charges. The
client will pay EIMS Ltd based on EIMS Ltd’s invoices to the client. Payment
may not be withheld or altered.
Payment schedule
The set-up fee of each campaign is payable in advance. Normal payment
terms are payment with order or within 15 days of invoice. Clients who
have a credit limit with EIMS Ltd may pay within 30 days of invoice. EIMS
Ltd will add 15% to all invoices that are not paid within 60 days. Interest
on overdue accounts will be charged at 2% over HSBC’s lending rate each
month.
Cost of delays
If EIMS Ltd has allocated resources to the client’s campaign, and the
campaign is delayed because EIMS Ltd does not receive required inputs
such as official orders, lists, scripts and approvals, then EIMS Ltd will
make best endeavours to reallocate these resources to other campaigns,
if in such a case, EIMS Ltd is unable to reallocate resources economically,
then the client is liable to pay for the time that these resources are
idle (see variation/delay). This will apply whether the delay is
due to the client or a third party acting on behalf of the client such
as a list broker or mailing house.
Minimum service commitment
If the agreement is for a standard contract, such as a tactical campaign,
then the minimum service commitment is the value of the contract. The
value of the contract is the value of the client’s order, or the value
of EIMS Ltd’s estimate if the client has not placed a written order. This
may only be varied at EIMS Ltd’s absolute discretion (see Termination
& Variation above). If the agreement is for a long-term contract
of 6 months or more, the minimum service commitment is 6 months unless
otherwise specified in the contract.
Security & confidentiality
EIMS Ltd will take measures to ensure the security and confidentiality
of the client’s data, but does not offer any guarantees beyond complying
with the following guidelines:
Data Security
Data access: All users must log on to the EIMS Ltd network with a password.
All users are informed that they must not share their passwords. Users’
logons determine their level of access to the network. Agents’ usage
of the calling systems used to access client data is monitored, and a
limited audit trail is available to show changes made to data and who
did what when. Some staff such as campaign managers have unlimited access
to data, and are trusted members of staff who have signed to say they
understand the consequences of any breach of client confidentiality.
Data transmission: Data is normally made available to the client using
any combination of methods, including but not limited to mail, e-mail,
digital media such as CDs, and web based services. Data may be in paper
or electronic formats or any other suitable format which may become available
from time to time. Whilst EIMS Ltd takes care with client data, none of
these methods of data transmission can be guaranteed to be secure, and
EIMS Ltd accepts no liability whatsoever for any loss or damage that arises
as a result of unauthorised or accidental interception of this data. Normal
methods of data transmission represent the Lowest Common Denominator that
most people can use. If the client wishes to augment the normal levels
of data security, for example by agreeing an encryption standard to be
used between us, then this can be done by separate agreement.
Data backup: Data is backed up on a regular basis, normally every weekday,
to magnetic tape. Full backups are stored off-site on a regular basis,
normally every week.
Communication
EIMS Ltd is not responsible for corruption or loss of data during transmission
between EIMS Ltd and the client, this includes, but is not limited to:
data corruption during transmission over telecommunications lines, interception
of telephone calls, and loss of mail sent by postal delivery services.
EIMS Ltd is not responsible for misuse of remote access facilities; for
example, where EIMS Ltd provides the client with codes to access data
directly via the internet, the client is responsible for both the proper
handling of such codes, and the consequences of any misuse. EIMS Ltd does
take reasonable security precautions to prevent unauthorised access to
internet services such as LeadTracking.com, and the client is welcome
to inspect these precautions subject to signing a non-disclosure agreement.
Confidentiality
EIMS Ltd employees sign non-disclosure agreements when they join EIMS
Ltd. EIMS Ltd commits to protect client confidentiality to the full extent
that this non-disclosure agreement allows, subject to all the provisions
being enforceable in law. The client may view these agreements to satisfy
themselves that they are adequate. In addition EIMS Ltd uses a number
of security procedures to protect client data. All staff are instructed
in the importance of client confidentiality and that any transgression
(such as using one client’s data for another client’s campaign) is gross
misconduct subject to disciplinary action. Due to the nature of EIMS Ltd’s
specialisation, it is impossible to commit to never work with a client’s
competitors; nevertheless, EIMS Ltd’s strict rules of confidentiality
minimise any small risk that there may be.
EIMS Ltd has to divulge commercially sensitive information to the client
in the course of doing business with the client. The client undertakes
to keep all information about EIMS Ltd confidential, and not to reveal
commercially sensitive information to any other person including, but
not limited to other client personnel and competitors to EIMS Ltd. Commercially
sensitive information includes, but is not limited to: pricing and financial
information, products and services offered, methodologies and systems,
details of campaigns EIMS Ltd have worked on and details of personnel
involved in these campaigns. The client accepts liability for any loss
or damage arising from their failure to observe this confidentiality.
Access
In the course of their relationship with EIMS Ltd, the client may visit
EIMS Ltd premises and speak to EIMS Ltd’s operational staff; this may
involve meeting, training & monitoring. The client agrees that EIMS
Ltd has the right to restrict and supervise such access in the interests
of confidentiality of other clients, and to protect EIMS Ltd’s business
methodologies and intellectual property. The client accepts that EIMS
Ltd has the right to refuse access to EIMS Ltd’s premises or staff at
times where this may cause a conflict of interests.
General conditions of sale
Conditions of sale: orders are only accepted subject to acceptance of
these Terms & Conditions. In the event of the customer's order form
containing special printed conditions EIMS Ltd will only accept the customer
order on the understanding that those conditions are not at variance with
our own, or, if there is any variance, that such conditions have been
waived by the customer. This condition is necessary because many organisations
issue a purchase order with standard terms on the back. One example problem
would be if the client’s standard terms were 60 days after invoice. The
client agrees that it is not right for standard terms on the back of an
order to override these conditions unless they have been agreed as part
of the business discussions between EIMS Ltd and the client. The client
may not withhold or delay payment for technical reasons, for example:
the client’s purchasing department may require signatures on purchase
orders prior to payment; the client accepts that this type of standard
practise does not alter the fact that these terms and conditions take
precedence. If the client does have any requirements which conflict
with EIMS Ltd’s standard Ts&Cs, they must be agreed in writing as
a variation to these terms and signed by a Director of EIMS Ltd.
These terms and conditions apply to all and any business undertaken by
or any dealing with EIMS Ltd or any of its agents, by any and every other
party to the contract ("the Client") and any person introduced to the
Client by EIMS Ltd. In the event of conflict with any other terms and
conditions these terms and conditions shall prevail and any change or
variation will be valid only if confirmed in writing by a Director of
EIMS Ltd.
All agreements of which these terms and conditions form part shall be
construed and interpreted in accordance with English law.
Neither the client, nor client’s partners, affiliates, heirs or assigns shall approach, directly or
indirectly, any member of EIMS Ltd staff without express written permission of an authorised member of EIMS management.
In particular, the client shall not offer work to EIMS Ltd staff without permission. If a member of EIMS Ltd staff works for a client or a related party who can reasonably be considered related to the client for this purpose within 1 year (12 months) of leaving EIMS Ltd, the client agrees to pay EIMS Ltd a "Recruitment Fee" of 35% of the total remuneration package for the first year. If a member of EIMS Ltd staff works for a client within 2 years of leaving EIMS Ltd, the client agrees to pay EIMS Ltd a Recruitment Fee of 25% of the total remuneration package for the first year. The Recruitment Fee recognises the high level of investment EIMS puts into recruiting and training its staff. EIMS Ltd may reduce or waive this fee as part of a Virtual sales contract for telemarketing agents who have worked on the client’s campaigns for 12 months or more, but only if this is agreed in writing prior to any recruitment commencing, and at least 3 months notice is provided to allow for EIMS to recruit a suitable replacement.
Furthermore, in the interests of client confidentiality, under no circumstances will the client deliberately seek to employ a EIMS Ltd staff member to take employment with the client if the staff member has recently been working on a campaign for a direct competitor of the client.
Data enhancement
EIMS Ltd may use electronic means to enhance data prior to, or after
other activities such as calling. This will require transfer of basic,
non-confidential data such as name and address between the client’s list
and an internal EIMS Ltd list. If the client objects to this form of data
enhancement, they may opt out by specifically requesting to do so in writing.
The client agrees to this being an opt-out rather than an opt-in option,
because EIMS Ltd’s pricing is based on the assumption that we may do this
in order to reduce costs.
Intellectual property
EIMS Ltd owns, and will own at all times, the systems and the rights
to use such systems that it develops. In this context, "systems" shall
be defined as all source code and software, processes or other inventions.
The client may use such systems for the duration of the relevant campaign,
and agrees that such access may be chargeable. Any systems developed specifically
for the client to the clients’ written specification and paid for entirely
by the client will only be available to third parties authorised by the
client, EIMS Ltd employees and its subcontractors.
All data and information handled by EIMS Ltd in the course conducting
campaigns on behalf of the client remain the property of EIMS Ltd until
the client has paid for EIMS Ltd’s services in full, unless the data was
originally supplied by the client. Upon payment in full, the client has
the non-exclusive right to the data. This non-exclusivity is designed
to protect EIMS Ltd from infringements arising from data handling on behalf
of its clients. EIMS Ltd retains the right to sell data to 3rd parties
where the client has not provided and paid for the data. The client has
ownership of all campaign-specific data that has been fully paid for,
but EIMS Ltd has the right to lawful re-use of basic contact ‘NATE’ data
such Name, Address, Telephone and email for the purposes of improving
efficiency and database quality. ‘NATE’ data is deemed not to be commercially
sensitive. If the client wishes to opt out of this data enhancement programme,
they may do so by specifying in writing on the official order, or by separate
written notice at least 30 days prior to commencement of campaign.
Modifications
The client’s general conditions of purchase will not apply where they
conflict with this agreement. Modifications to these terms and conditions
are valid only when signed by authorised representatives of EIMS Ltd and
the client. In EIMS Ltd’s case, only board-level directors are duly authorised
representatives of EIMS Ltd.
Severability
If any part of this agreement is determined by a court of competent jurisdiction
to be invalid or unenforceable, the rest of this agreement will remain
in full force as if the invalid clause had not been part of this agreement.
Waivers
No waiver of any rights under this agreement shall constitute a waiver
for any such breach in the future or for a breach of any other provisions
within this agreement. No such waiver is valid unless given in writing.
Disputes
Unless and until EIMS Ltd is notified of dissatisfaction in writing,
the Client shall be deemed fully satisfied. The client agrees to give
feedback to EIMS Ltd pro-actively. This is to avoid the problem of complaints
arising when it is too late to rectify the problem. The requirement
to give notice of dissatisfaction in writing is to prevent "heat of the
moment" comments having unnecessary consequences.
Both EIMS Ltd and the client will seek to resolve all disputes through
independent arbitration, and will only seek redress in the courts if such
arbitration is unsuccessful.
Promotion
EIMS Ltd will not use the client’s name or logo for advertising or general
publicity purposes without the prior written permission of the client.
The client authorises EIMS Ltd to use the client’s name and logo during
the course of conducting business on behalf of the client; the client
also authorises EIMS Ltd to make limited use of the client’s name and
logo during the process of promoting EIMS Ltd’s services to other clients
(for example during presentations). EIMS Ltd will not discuss details
of work done for the client with anyone outside EIMS Ltd or the client
organisation unless that person or organisation has a genuine need to
know (e.g. a creative or fulfilment house).
Signed on behalf of:
| "EIMS Ltd" |
|
| Company |
EIMS Ltd |
| Address : |
|
| |
EIMS House
8-10 Yelverton Road
Bournemouth
BH1 1DZ |
| |
|
| Signed |
_______________________________________________________ |
| |
(Authorised Director of EIMS Ltd) |
| Name |
_______________________________________________________ |
| Job Title |
_______________________________________________________ |
| Date |
_______________________________________________________ |
| |
|
| |
|
| "The client" |
|
| |
|
| Company |
_______________________________________________________ |
| Address |
_______________________________________________________ |
| |
_______________________________________________________ |
| |
_______________________________________________________ |
| |
|
| Signed |
_______________________________________________________ |
| |
(Authorised representative of the Client) |
| Name |
_______________________________________________________ |
| |
(block capitals) |
| Job Title |
_______________________________________________________ |
| Date |
_______________________________________________________ |
| |
|
| |
|
Useful Definitions
"This agreement" means this document and all documents and other exhibits
which are attached to this agreement or which are referred to in this
agreement, and which are signed by both the client and EIMS Ltd.
"Purchase Order", "P.O.", "official order", or "order" means an official
order document from the client which confirms that the client company
promises to pay for all work covered by the agreement, up to and including
the amount stated on the purchase order. This may include multiple purchase
orders which are used to continue or extend this agreement. If the client
does not operate a formal purchase order process, then this shall mean
a signed order or estimate which shall be taken to confirm that funds
have been allocated for the campaign(s) covered by this agreement.
"Specification" means all documents, drawings etc agreed to by the client
and EIMS Ltd in writing, which specify the functional, technical and/or
quality requirements in relation to services, and which are attached to
this agreement.
"Tips’n’Tricks" is a "Campaign briefing document" that defines objectives,
targets, target audience, workload, key messages etc for a specific campaign.
This may also be referred to as a "Qualification guide".
"Services" means services provided by EIMS Ltd including telemarketing,
software development and internet services.
"Territory" shall mean the countries or other geographical and/or organisational
areas defined in an addendum to this document.
"Campaign" means the work (to be) done by EIMS Ltd at the request
of the client in relation to one or more P.O.s.
"SLA" means service level agreement.
"T&M" means Time & Materials
"P.O." means "Purchase order".
"Value" means the price estimated by EIMS Ltd, and not a price
arrived at by some other means of valuation.