Terms and Conditions
This page sets out the terms and conditions for engaging in business with GrowthVine. A copy of these terms and conditions will be set out in a contract that will be sent to you to sign should you engage in working with us.
In the event that you are unable or do not sign the contract before any work commences, these terms and conditions displayed here serve as notice for our operating practices and how we conduct ourselves. By requesting us to work with you, you are agreeing to these terms and conditions whether a contract has been signed or not. In the event of this, all agreed dates, scope and any other items pertaining to these terms and conditions would be formed from the written communication between GrowthVine and yourself.
GrowthVine is referred to as the (“GrowthVine”, “we”, “us” or “our” and you are referred to as the (“client”, “yourself” or “you”).
1. WORK AND PAYMENT
The Client is hiring GrowthVine to perform an agreed role and project. The scope and coverage of the project are set out in the communication between the parties and the formal contract sent to the Client.
1.2 Client responsibilities
Within this project, there are certain areas and responsibilities which require the client to take action, supply information and/or ensure the project scope includes all areas of their requirements. Any variation on this or failure by the Client to deliver this information will have an impact on the project and GrowthVine’s ability to deliver the project. As such, additional costs may be incurred and/or GrowthVine maybe unable to deliver certain aspects of the project. Should this occur, GrowthVine is not liable, in full or in part. GrowthVine schedules work based on agreed project tasks and requirements, time spent chasing clients up should they fail to deliver information is deducted from any agreed work and chargeable. GrowthVine will not switch projects or agreed work because a client fails in their responsibilities or simply chooses to ignore agreed tasks.
GrowthVine has a full earnings disclaimer which is included as additional terms and conditions to these terms and conditions and the project contract.
GrowthVine will issue a schedule of work for the project, including hard and soft deadlines. In the event that additional work beyond the scope outlined in 1.1 is added to the project, the scope is the basis of the contract and the schedule, we will renegotiate the costs and schedule of works. In the event of this, Client’s note and accept that this may have an impact on the complete and revised schedule of work being completed by the final deadlines. GrowthVine is not liable for any negative impact created by changes to work schedules, either at client request or failure of client responsibilities.
Where the client has made changes to the scope of the project or attempted to make changes to the agreed schedule of works, GrowthVine is not liable for impact of these on meeting the final hard deadline date. In the event that this is likely to occur GrowthVine will notify the Client and they will be given two options. One is to complete the agreed scope and execute the additional work as a second project later or if our project diary allows it, to extend the delivery deadline. Client’s accept that choosing this second option may result in additional costs as extending the delivery deadline falls into ’emergency’ time. GrowthVine does not guarantee at any time that it will be able to extend any deadlines. Where a client withholds information or fails to fulfil their client responsibilities in an attempt to force GrowthVine to make changes to the scope of the project, GrowthVine is not liable for any project being delayed, any negative impact this may create or for any costs associated to the project. GrowthVine will not issue any refunds for work, in particular where clients have failed to meet their responsibilities or attempted to change the scope of the project and/or but not excluding where these failures or attempts to change the scope of the project result in a relationship breakdown.
When any changes in work scope or additional work will result in additional costs, prior to any work commencing, Clients must agree to these additional costs in writing before any additional work is commenced.
The Client will pay GrowthVine the amount agreed from the project proposal.
For projects below 3000 this amount is to be paid and cleared into our accounts in full before work commences. For projects over 3000, Clients will pay 50% up front in order to schedule and commence works. The remaining 50% will then be divided up into 3 additional payments of 20%, 20% and 10%.
For projects over 3000 the work is divided up into 4 stages and work will not commence on the next stage until payment has been received and cleared. We do not operate an arrears payment system.
In order for any work to be booked and scheduled into the diary, the full or 50% payment, project value depending must have been paid and cleared. Clients understand that resources cannot be allocated, particularly as a priority case if the funds have not been received.
GrowthVine does not issue refunds once work has been booked in the work diary. Work is often turned away due to existing client commitments which are scheduled in the work diary. GrowthVine is not responsible for clients who fail to undertake their client responsibilities, attempt to change the scope of a project or project delivery times. All payments to GrowthVine are final.
The Client will not reimburse GrowthVine’s expenses nor will GrowthVine pay for any expenses incurred by the Client. The Client is responsible at all times for paying their own advertising or pay per click fees. If in the course of the work detailed in 1.1 the need arises for a specific tool that is just for the client’s use and if the client wishes to use such a tool, then they, the Client are responsible for this cost.
GrowthVine will issue a schedule of invoices for any projects over 3000 as part of the contract. Payment must be made on these dates in order to keep your project on schedule. We cannot guarantee delivery according to the schedule if payment delays arise.
Payments are via the methods stated on your invoice. Each currency we charge in has different banking details and different requirements. Our preferred methods of payment are direct to our account. You will be asked when agreeing to the project proposal which method you prefer to use from our list of options. Clients are notified that some of these options may incur additional charges set by the provider and GrowthVine will not cover these charges or class an invoice as paid where charges have been deducted.
When making payment via Transferwise’s own site as opposed to bank transfer please add an additional 1% to your invoices to cover these charges. If PayPal has been issued as an option, please add an additional 4.5% for chargesGrowthVine shall be entitled to charge, and the Client shall pay, interest on any unpaid amount from the due date until payment is received at a rate of 3.0% per month on any outstanding amount.
GrowthVine will provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing up until the end of the agreed contract date or it is superseded by a further contract.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product
As part of this job, GrowthVine is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that GrowthVine works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Terms and Conditions or Project Contract or after.
GrowthVine hereby assigns to the Client this work product once the Client pays for it in full.
This means GrowthVine is giving the Client all of its present and future right, title, and interest in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.Accordingly, GrowthVine should not register or attempt to register any intellectual property rights in the work product unless requested to do so by the Client.
2.2 Terms and Conditions or Project Contractor’s Use Of Work Product
Once GrowthVine assigns the work product to the Client, GrowthVine does not have any rights to it, except those that the Client explicitly gives GrowthVine here. The Client gives GrowthVine permission to use the work product as part of GrowthVine’s portfolio and websites, in galleries, and in other media, so long as it is to showcase GrowthVine’s work and not for any other purpose. GrowthVine is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Terms and Conditions or Project Contract ends.
2.3 Credit For The Work Product
The Client is under no obligation to give credit to GrowthVine each time it publishes the work product.
2.4 Terms and Conditions or Project Contractor’s Help Securing Ownership
In due course, the Client may need GrowthVine’s help to show that the Client owns the work product or to complete the transfer.GrowthVine agrees to help with that. For example, the Client may require GrowthVine to sign a copyright assignment and GrowthVine shall do this.
The Client will pay any reasonable expenses for this.If the Client can’t find GrowthVine, GrowthVine agrees that the Client can act on GrowthVine’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find GrowthVine after spending reasonable effort trying to do so, GrowthVine hereby irrevocably designates and appoints the Client as GrowthVine’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for GrowthVine and on GrowthVine’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.5 Terms and Conditions or Project Contractor’s IP That Is Not Work Product.
During the course of this project, GrowthVine might use intellectual property that GrowthVine owns or has licensed from a third party, but that does not qualify as “work product.”This is called “background IP”, and the parties shall agree during the project what intellectual property constitutes “work product” and what intellectual property constitutes “background IP”. GrowthVine is not giving the Client this background IP.But, as part of the Terms and Conditions or Project Contract, GrowthVine is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services.The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. GrowthVine cannot take back this grant, and this grant does not end when the Terms and Conditions or Project Contract is over.
2.6 Terms and Conditions or Project Contractor’s Right To Use Client IP
GrowthVine may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring GrowthVine to build a website, GrowthVine may have to use the Client’s logo. The Client agrees to let GrowthVine use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do GrowthVine’s job. Beyond that, the Client is not giving GrowthVine any intellectual property rights, unless specifically stated otherwise in this Terms and Conditions or Project Contract.
2.7 Moral Rights
GrowthVine waives any moral rights in the work product to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988. This means that (unless otherwise stated in this contract) GrowthVine gives up its right to be acknowledged as the author of the work product and also the right to object to the way the Client uses that work product.
3. COMPETITIVE ENGAGEMENTS
GrowthVine won’t work for a competitor of the Client until this Terms and Conditions or Project Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if GrowthVine asks for permission beforehand and the Client agrees to it in writing.
Up until twelve months, after these terms and conditions or the project contract has ended the Client won’t:
(a) encourage GrowthVine employees or service providers to stop working for GrowthVine;
(b) encourage GrowthVine customers or clients to stop doing business with GrowthVine; or
(c) hire anyone who worked for GrowthVine over the 12-month period before these terms and conditions or the project contract ended. The one exception is if the client puts out a general ad and someone who happened to work for GrowthVine responds. In that case, the client may hire that candidate.
This section contains important promises between the parties.
To Enter Into Terms and Conditions or Terms and Conditions or Project ContractEach party promises to the other party that it has the authority to enter into these terms and conditions or the project contract, and to perform all of its obligations under these terms and conditions or the project contract.
5.3 GrowthVine Has Right To Give Client Work Product
GrowthVine promises that it owns the work product, that GrowthVine is able to give the work product to the Client, and that no other party will claim that it owns the work product. If GrowthVine uses employees or subcontractors, GrowthVine also promises that these employees and subcontractors have signed contracts with GrowthVine giving GrowthVine any rights that the employees or subcontractors have related to GrowthVine’s background IP and work product.
5.4 GrowthVine Will Comply With Laws
GrowthVine promises that the manner it does this job, its work product, and any background IP it uses will comply with all applicable laws and regulations in the territories relevant to the provision or receipt of the services under these terms and conditions or the project contract.
5.5 Work Product Does Not Infringe
GrowthVine promises that its work product does not and will not infringe on someone else’s intellectual property rights, that GrowthVine has the right to let the Client use the background IP, and that these terms and conditions or the project contract, does not and will not violate any contract that GrowthVine has entered into or will enter into with someone else
5.6 Client Will Review Work
The Client promises to review the work product, to be reasonably available to GrowthVine if GrowthVine has questions regarding this project, and to provide timely feedback and decisions. The Client accepts that any delays to reviewing work or additional revisions requested will cause delays to the project and the deliverability of work agreed in section 1.1 and will not hold GrowthVine to account for these delays. In addition, the client agrees to limit work to two revisions by being succinct in all feedback and understands that all revision changes are included in the working time by GrowthVine. Additional changes beyond the 2 revision rounds will be billed at the rate per hour as set out in section 5.10.
5.7 Client-Supplied Material Does Not Infringe
If the Client provides GrowthVine with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
5.8 Service Standard
GrowthVine will perform its work under these terms and conditions or the project contract, with all due skill, care and ability.
5.9 Client Premises
To the extent that GrowthVine is required to work at the Client’s premises, GrowthVine shall comply with the health and safety policies and procedures notified to it by the Client. Any costs associated with attending a client’s premises will be charged in full to the client.
5.10 3rd Parties
Should there arise at any time, the need for the Client to engage with a 3rd Party for any work which is required in order for the work in 1.1 to commence or should the Client request GrowthVine’s help with recruitment or hiring of any 3rd Parties, the Client agrees that any work involved will be charged on a per hour rate of 80 by GrowthVine as defined in section 1.7 of this agreement and may result in additional billable hours, which they will be notified of prior to work commencing. GrowthVine does not take responsibility for or accept liability for any 3rd parties at any time and unless specifically asked by the Client and agreed to in writing by GrowthVine does not manage any communication with such 3rd Parties. If the Client would like GrowthVine to liaise with, communicate or work a 3rd Party within any other form then the client understands and agrees to being billed at such a rate as defined in this section and in the previously agreed currency of payment, which they will be notified of prior to work commencing.
6. TERM AND TERMINATION
6.1 Term and Termination
These terms and conditions or the project contract, end once GrowthVine is no longer working on a paid project for the Client or unless the Client or GrowthVine ends the contract before that time.Either party may end these terms and conditions or the project contract, by sending an email or letter to the other party, informing the recipient that the sender is ending these terms and conditions or the project contract and that these terms and conditions or the project contract, will end in 30 days.Either party may pause these terms and conditions or the project contract, for any reason by sending an email or letter to the other party, informing the recipient that the sender is pausing the Terms and Conditions or Project Contract and that the Terms and Conditions or Project Contract will be paused in 30 days for a maximum of 30 days.The party that is ending or pausing these terms and conditions or the project contract, must provide notice by taking the steps explained in Section 11.4.The following sections do not end even when these terms and conditions or the project contract, ends: 2 (Ownership and Licenses); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
6.2 Additional Termination Right
Either party may terminate these terms and conditions or the project contract, on written notice to the other party, if the other party is in material breach of any of the terms of these terms and conditions or the project contract, and fails to remedy that material breach within 30 days after receiving a written notice from the first party requiring it to do so.
7. INDEPENDENT CONTRACTOR
The Client is hiring GrowthVine as an independent Terms and Conditions or Project Contractor. The following statements accurately reflect their relationship:
- GrowthVine will use its own equipment, tools, and material to do the work unless the client requires a specialist tool that is specific to the job GrowthVine is contracted to do, in which case the client will provide it.
- The Client will not control how the job is performed on a day-to-day basis. Rather, GrowthVine is responsible for determining when, where, and how it will carry out the work.
- The Client will not provide GrowthVine with any training unless agreed beforehand.
- The Client and GrowthVine do not have a partnership, principal-agent or employer-employee relationship.
- GrowthVine cannot enter into contracts, make promises, or act on behalf of the Client.
- GrowthVine is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
- GrowthVine is responsible for its own taxes.
8. CONFIDENTIAL INFORMATION.
This Terms and Conditions or Project Contract imposes special restrictions on how the Client and GrowthVine must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information
While working for the Client, GrowthVine may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. GrowthVine promises to treat this information as if it is GrowthVine’s own confidential information.
GrowthVine may use this information to do its job under these terms and conditions or the project contract, but not for anything else.
For example, if the Client lets GrowthVine use a customer list to send out a newsletter, GrowthVine cannot use those email addresses for any other purpose. The one exception to this is if the Client gives GrowthVine written permission to use the information for another purpose, GrowthVine may use the information for that purpose, as well.
When these terms and conditions or the project contract end which is defined as GrowthVine no longer working on a paid project for the Client, GrowthVine must give back or destroy all confidential information, and confirm that it has done so.
GrowthVine promises that it will not share confidential information with a third party unless the Client gives GrowthVine written permission first. GrowthVine must continue to follow these obligations, even after the Terms and Conditions or Project Contract ends. GrowthVine’s responsibilities only stop if GrowthVine can show any of the following:
(i) that the information was already public when GrowthVine came across it;
(ii) the information became public after GrowthVine came across it, but not because of anything GrowthVine did or didn’t do;
(iii) GrowthVine already knew the information when GrowthVine came across it and GrowthVine didn’t have any obligation to keep it secret;
(iv) a third party provided GrowthVine with the information without requiring that GrowthVine keep it a secret; or
(v) GrowthVine created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information
It’s possible the Client and GrowthVine each have access to confidential information that belongs to third parties. The Client and GrowthVine each promise that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or GrowthVine is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY
Nothing in these terms and conditions or the project contract, shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party or for fraud. Each party’s aggregate liability to the other party under or in connection with this contract shall not exceed the total fee paid or payable to GrowthVine under this Terms and Conditions or Project Contract, provided that each party’s liability under Section 2 (Ownership and Licenses) and Section 8 (Confidentiality and Data Protection) shall be unlimited. In addition, neither party shall be liable to the other for any loss of profits, business revenue, goodwill or anticipated savings or for any indirect or consequential loss.
This section transfers certain risks between the parties if a third party sues or goes after the Client or GrowthVine or both. For example, if the Client gets sued for something that GrowthVine did, then the Client may require GrowthVine to help in its defense and/or to reimburse the Client for any losses.
10.2 Client Indemnity
In these terms and conditions or the project contract, GrowthVine agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of:
(i) the work GrowthVine has done under these terms and conditions or the project contract,
(ii) a breach by GrowthVine of its obligations under these terms and conditions or the project contract, or
(iii) a breach by GrowthVine of the promises it is making in Section 5 (Representations).
10.3 Terms and Conditions or Project Contractor Indemnity
In this Terms and Conditions or Project Contract, the Client agrees to indemnify GrowthVine (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Terms and Conditions or Project Contract.
10.4 Conduct of Claims
In respect of any indemnity claim pursuant to this Section, the indemnified party shall:
(i) promptly notify the indemnifying party of the relevant claim;
(ii) not make any admission or otherwise compromise or settle the claim; and
(iii) provide the indemnifying party with all such assistance as the indemnifying party may reasonably require in respect of the claim.
Tese terms and conditions or the project contract applies only to the Client and GrowthVine. GrowthVine cannot assign its rights or delegate its obligations under this Terms and Conditions or Project Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Terms and Conditions or Project Contract without GrowthVines permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from these terms and conditions or the project contract.
If a dispute arises about these terms and conditions or the project contract, the parties first must try to settle it through mediation. The parties will agree to the mediator and share the costs of the mediation. Each party agrees to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the dispute is not resolved within 30 days after one party notifies the other in writing of its desire for mediation, either party may take the matter to court.
11.3 Modification; Waiver
To change anything in these terms and conditions or the project contract, the Client and GrowthVine must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Terms and Conditions or Project Contract or release the other party from its obligations under this Terms and Conditions or Project Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Terms and Conditions or Project Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested).
The notice must be delivered to the party’s address listed on this website or to another address that the party has provided in writing as an appropriate address to receive notice. If notice is being sent by email, the party issuing the notice must ensure that a read receipt is requested and that the receiving party must acknowledge the receipt of notice within 24 hours.
(b) The timing of when a notice is received can be very important.
To avoid confusion, a valid notice is considered received as follows:
(i) if delivered personally, it is considered received immediately;
(ii) if delivered by email, it is considered received upon acknowledgement of receipt;
(iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt.
If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a London business day at the location specified in the address for that party, or on a day that is not a London business day, then the notice is considered received at 9:00am on the next business day.
This section deals with what happens if a portion of the terms and conditions or contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Terms and Conditions or Project Contract is changed or disregarded because it is unenforceable, the rest of the Terms and Conditions or Project Contract is still enforceable.
11.6 Third Party Rights
A person who is not a party to this contract shall not have any rights under the Terms and Conditions or Project Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract.
GrowthVine will submit your final contract via electronic methods and electronic signatures count as originals for all purposes.
11.8 Governing Law
The laws of United Kingdom govern the rights and obligations of the Client and GrowthVine (both contractual and non-contractual) under this Terms and Conditions or Project Contract, without regard to conflict of law principles. The courts of United Kingdom shall have exclusive jurisdiction in determining any dispute (whether contractual or non-contractual) under or in connection with this contract and the client agrees that should any issues arise that warrant court, that this occurs in a County Durham Court.
11.9 Entire Terms and Conditions or Project Contract
These terms and conditions represents the parties’ final and complete understanding of this job and run alongside the submitted proposal and schedule. The signed contract with personalised scope and dates supersedes these terms but failure to sign enforces these terms between the parties. Nothing in this paragraph excludes either party’s liability for fraud.
12. Additional Costs
The costs stated in your proposal are for our expertise and services and does not include any of the following:
any advertising costs including PPC, any printing costs, any tools that we recommend that you use for your specific business (rather than tools that we use for all clients), any development or additional design costs not agreed beforehand, any management or any development projects not agreed beforehand or anything that is not directly related to the above