Terms & Conditions

These terms and conditions are the standard terms of engagement from Caroline McShane t/as Social Honeycomb of Kenilworth House, Honeycomb Leaze, Cirencester, GL7 5TA

1. Definitions and Interpretation

1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement/contract”
Means the agreement between us and you which shall be deemed to incorporate these terms and the terms on any individual proposal

“Content”
Means any writing, images or video used for the purpose of marketing your business

“Fees”
Means the price payable for services

“Intellectual Property Rights”
Means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Parties”
Means both us and you and party shall refer to either one of us.

“Proposal”
Means the letter or other communication to you setting out particulars of the requested services, including fees and dates where applicable

“Services”
Means the provision of services which may include, social media management, strategy and planning, content creation, digital advertising, training, advice or other services which we undertake to perform or provide for you under the contract.

“Us/We/Our”
Means Social Honeycomb. (also includes our employees, associates, agents, representatives and 3rd party suppliers)

“Website”
Means our website(s) on which we offer our services.

“Writing”
Includes electronic mail and comparable means of communication.

“You/Your”
Means the organisation and / or any individual or associate signing on your behalf for whom we provide our services.

2. The Contract

2.1 Any proposal given by us shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

2.2 These terms & conditions and any proposal provided by us constitute the entire contract between the parties.

2.3 The contract is considered to start when you have confirmed acceptance of our proposal and these terms, or made a booking online, and we have positively acknowledged your acceptance/booking (start date). They will remain in force until terminated as per clause 11 or the work is completed in the case of ad-hoc services.

2.4 For our membership group and our social media management service there is a minimum contract term of three (3) months after which the contract will revert to a monthly rolling contract. This will be highlighted in our Proposal.

2.5 The parties agree to do everything necessary to ensure that the terms of this contract take effect.

2.6 These terms & conditions apply to the contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.7 No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by us or a person authorised to sign on our behalf.

3. Supply of Services

3.1 Services are as described on our website or in our proposal.

3.2 We shall provide to you the services; and perform the services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced marketing specialist seeking in good faith to comply with its contractual obligations.

3.3 We shall have the right to make any changes to the services which are necessary to comply with any applicable law.

3.4 In performing digital marketing services, we shall either develop a plan or implement the plan developed by you, intended to improve the visibility of your business profile on the selected social media sites.

3.5 We may work with associates from time to time to deliver or supplement our service. If our associates perform the services, we will continue to be responsible for the performance of the services and our obligations under this contract.

3.6 Some of our services may include live Q&A sessions. These will be delivered at times convenient to us and you will be notified of the date and time of each session.

3.7 Where the service as detailed in the proposal allows for a reasonable level support, access to us by email, telephone and messaging app, what constitutes reasonable is at our sole discretion. Should this be exceeded we may invite you to purchase additional support time at our current rates.

3.8 We will endeavour to respond to emails and messages within 48 working hours, however time of performance will not be of the essence.

3.9 Any additional work or variations to the proposal will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties in writing before work commences.

4. Social Media Management

4.1 You acknowledge that the services will require you to enable us to make posts on your behalf across the social media sites and / or your website included with the service to influence the visibility and ranking of your profile.

4.2 We provide no guarantees as to an increase in your social media presence. While we will do our utmost to increase your digital presence, we give no guarantees to targets or specific figures. The service we provide is directly relational to management and therefore is a time saving and efficiency service.

4.3 We cannot control the posts of others on your social media channels and will not be liable for any negative feedback or posts you receive. We can help you to respond effectively to them.

5. Digital Advertising

5.1 Payment for any advertising campaign is made directly between you and the PPC advertising platform (e.g., Google, Facebook, Instagram). It is your responsibility to ensure your payment and VAT details are up to date with the PPC advertising platform. We are not liable for any underperformance of a campaign because of incorrect payment details or insufficient funds.

5.2 We will always endeavour to stay within the budget you specify. Should our actions, or inaction, cause the budget to be exceeded we will be liable for any overspend in excess of 10% of the agreed budget, subject to clause 5.3.

5.3 Any changes to the budget need to be submitted to us in writing. You should allow up to seven (7) days for those changes to be put into effect.

5.4 We cannot guarantee the position of any PPC keyword, phrase or search term.

5.5 If you, or your representative changes, or adjusts adverts we have created you are solely responsible for the performance of that advert.

5.6 PPC advertising may be subject to the individual PPC advertising network’s policies and procedures. Each edit or change made to such policies and procedures may affect the campaign and you acknowledge that this is outside our control. We will endeavour to rectify any negative effects on the campaign arising from an edit or change to these policies and procedures.

5.7 A search engine or PPC advertising network may drop a listing for no apparent or predictable reason. If the listing does not reappear in the search engine or PPC advertising network within a reasonable period of time we will re-submit the resources based on the current policies of the search engine or PPC advertising network.

6. Training

6.1 A booking is not secured for any 1:1 session, Masterclass or training session until your payment has been received.

6.2 Delegate substitution may be made at any time. We must be notified, as soon as possible, in writing of the change of delegate and provided with the new delegate’s full contact details.

6.3 You may defer a 1:1 session to a future date, providing the new date is within 30 days of the original session date. You will only be allowed to defer twice. A minimum of 48 hours’ notice is required to defer a 1:1 session.

6.4 You may defer a delegate’s place on a workshop or training session to the same workshop or training session being run at a later date, providing the date of the new Masterclass or training is within 6 months of the original date. You will only be allowed to defer once.

6.5 Whilst We will take all reasonable steps to make training as inclusive as possible, participation in any training requires that delegates are able to understand spoken English and write and read in English to a high level.

6.6 It may be necessary for us to change the content and timing of a Masterclass or training session, the trainer, the date, or the venue. In the unlikely event of us having to cancel a 1:1 session, Masterclass or training, a full refund will be made unless you transfer your booking to an alternative date/venue. For all bookings, our liability shall be limited to the amount of the fee actually paid to us by you. For this reason, you are encouraged not to book travel or accommodation more than two weeks prior to any workshop / session date.

6.7 In the unlikely event of a replacement workshop / session being cancelled by us, a full refund will be made.

6.8 Corporate customers (customers who book training for their staff) will be responsible for their employees and all obligations under these terms, including but without limitation to payment for services. Corporate customers shall use all reasonable efforts to ensure that any employees booked on training attend such sessions.

6.9 We reserve the right to invoice an additional amount for training sessions where the agreed maximum number has been exceeded, unless agreed upon prior to the session date. We do not offer discounts for fewer delegates attending.

7. Fees and Payment

7.1 Prices specific to this contract will be outlined on our website or in the proposal that accompanies these terms and conditions. This will include the requirement for any booking fee or advance payment payable at the time of booking.

7.2 Additional charges may be applied for travel, accommodation and subsistence depending on the location where the services are to be provided and the term of this contract. All additional charges will be agreed with you in advance.

7.3 Unless otherwise agreed in writing, payment for all services is due in advance of any services being delivered.

7.4 For all other services invoices will be issued as per the date or schedule specified in the proposal.

7.5 Invoices are payable immediately unless otherwise specified in the proposal. The time of payment of the price shall be of the essence of the contract.

7.6 If this contract is terminated by you prior to completion of the services but where the services have been partially performed, we will be entitled to pro rata payment of the price to the date of termination provided there has been no breach of contract on our part.

7.7 The price as stated in the contract does not include value added tax (“VAT”). All prices are in British pounds sterling.

7.8 We accept payment by bacs/faster payment, Direct Debit and by debit or credit card. Our bank details are on our invoice. Payment for our membership group must be by monthly direct debit, in advance.

7.9 We reserve the right to withhold the provision of any materials created for you, until payment has been made and received in full.

7.10 If payment of the price or any part thereof is not made by the due date, we may:

7.10.1 Cancel the contract or suspend any further provision of the services to you with immediate effect. Any such period of suspension shall be disregarded for contractual time limits previously agreed for the completion of the services.

7.10.2 Exercise our statutory right to charge interest at 8% above the Bank of England base rate on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998.

7.10.3 Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to you. We shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. Charge you the costs of recovery of any outstanding amount including legal costs and disbursements.

8. Client Responsibilities

8.1 You shall be responsible for providing us with the necessary login details to make posts and for providing copy and/or information necessary for us to ensure posts are fully effective. You must inform us if any of this information changes. On termination of this contract, you will be responsible for changing passwords to these accounts.

8.2 You retain full responsibility for maintaining your social media profile and all links and content contained therein.

8.3 You acknowledge that our ability to provide the services is dependent upon your full and prompt co-operation as well as the accuracy and completeness of any information and data you provide to us. Accordingly, you shall, in a timely manner, provide us with access to, and use of, all information, data and documentation reasonably required by us for the performance by us of our obligations under the contract.

8.4 You agree to follow our reasonable instructions and procedures with respect to the services and to provide us with all relevant information and images, in an acceptable format, as requested by us prior to project commencement.

8.5 You shall be responsible for signing off any content and images we create on your behalf. We will provide two (2) revisions to the original content or image offered. Any further revisions will be charged at our hourly rate.

8.6 You shall be on time to any planned meetings or events. Should circumstances change and you become unable to make a scheduled meeting or event, a minimum of 48 hours’ notice should be given to us to rearrange. Any meeting or event cancelled within 48 hours of the scheduled date and time may incur additional charges.

8.7 We shall not be required to create any content which in our opinion is, or may be of, an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. We shall be indemnified by you in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any copy created for you. The indemnity shall extend to any amounts paid on a solicitor’s advice in settlement of any claim.

8.8 Where we are required to perform the services on your premises, you agree to:

8.8.1 Provide a full and safe working environment for our staff and contractors.

8.8.2 Ensure that our staff and any sub-contractors engaged by us are informed of all relevant health & safety requirements of your site at the outset of any services performed.

8.8.3 Have in place suitable employer’s liability and public liability insurance.

Cancellation

9.1 Before cancelling any of our services please talk with us as we may be able to find an alternative solution within our range of services that better fits your budget and needs.

9.2 Some of our services can be rescheduled if the date of delivery is no longer convenient to you, subject to clause 10 (Rescheduling of Paid Appointments) below where applicable. Any further rescheduling beyond that permitted will be considered as a new contract and the existing contract will be subject to the cancellation penalties as detailed below.

9.3 The purchase of online training courses cannot be cancelled, and no refunds will be given if you choose not to access them once purchased.

9.4 For retained services (Social Media Management, check-in and membership group), either party may terminate this contract at any time by giving one (1) months’ notice in writing to the other party, subject to sub-clause 7.6.

9.5 Masterclasses cancelled more than one (1) week before will be entitled to a full refund. For those unable to attend, a recording can be made available as an alternative to cancellation.

9.6 For cancellation of 1:1 sessions (including Power Hours, Strategy Calls, 1:1 Training and Blueprint sessions), the following notice periods apply, after which you may not be entitled to a full refund.

9.6.1 If cancelled more than 2 working days prior to the date of delivery a full refund will be given.

9.6.2 If cancelled with less than 2 working days’ notice but more than 12 hours’ notice, 50% of the fee will be refunded.

9.6.3 If cancelled with less than 12 hours’ notice, no refund will be given.

9.7 If you are entitled to a refund of any amounts already paid these will be notified to you and paid within fourteen (14) days of receiving the notice of cancellation. Wherever possible we will refund using the same payment method as the original payment.

10. Rescheduling of Paid Appointments

10.1 For any paid appointment (including Power Hours, Strategy Calls and other 1:1 sessions), the rescheduled session must take place within 30 days of the original appointment date. If the rescheduled session does not take place within this 30-day period, a new payment will be required to secure a further booking.

10.2 A maximum of two (2) reschedules are permitted per booking. Both the first and second rescheduled sessions must take place within 30 days of the original appointment date, after which a new payment will be required to secure a further booking.

10.3 Requests to reschedule should be made with as much notice as possible. Rescheduling remains subject to appointment availability.

11. Termination Without Notice

11.1 We reserve the right to terminate the contract with immediate effect in the event of any of the following:

11.1.1 You pass a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

11.1.2 You cease to carry on your business or substantially the whole of your business; or

11.1.3 Your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these terms has been placed in jeopardy.

11.2 If either party breaches a material provision under this contract, and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice of the breach, the non-defaulting party may terminate this contract immediately and require the defaulting party to indemnify the non-defaulting party against all reasonable damages.

11.3 All notices of termination of the contract should be submitted to the other party in writing.

12. Consequences of Termination

12.1 On termination of the contract for any reason:

12.1.1 All outstanding unpaid invoices and interest become immediately payable.

12.1.2 The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry.

12.2 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13. Non-Solicitation

13.1 No employee and/or associate appointed by us is allowed to contract with you for a period of 1 year from contract.

13.1.1 Should it transpire that you have contractually engaged directly with any of our employees (past or present) and/or associate (past or present) during your contract period and/or up to one year after your contract period, you will be liable to us for the full contract fee paid or to be paid to such person or persons.

14. Indemnity

14.1 You shall be liable to pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us arising directly or indirectly from any fraud, negligence, failure to perform or delay in the performance of any of your obligations under the contract, subject to us confirming such costs, charges and losses to you in writing.

15. Our Liability

15.1 Nothing in this agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents, or sub-contractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.

15.2 Except as otherwise expressly provided in the agreement:

15.2.1 Our liability to you in contract, tort, negligence or otherwise arising out of or in connection with the agreement or the performance or observation of its obligations under the agreement shall be limited in aggregate to the monthly charges paid by you to us under the agreement; and

15.2.2 We shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue, or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the agreement.

15.3 This indemnification will survive the termination of this contract.

16. Events Outside of Our Control (Force Majeure)

16.1 We shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control. These include, but are not limited to, acts of god, power failure, internet service provider failure, industrial action, war, fire, explosion, acts of terrorism, governmental action, epidemic or other natural disaster, or any other event that is beyond our control, and we shall be entitled to a reasonable extension of our obligations. If the delay persists for such time as we consider unreasonable, we may, without liability on our part, terminate the contract.

16.2 If an event outside of our control occurs and you wish to cancel the contract, you may do so in accordance with your right to cancel under clause 9 above.

17. Links to Other Web Sites

17.1 Our service may contain links to third-party websites or services that are not owned or controlled by us.

17.2 We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

17.3 We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

18. Disclaimer for Online Services

18.1 Your use of online services is at your sole risk. The service is provided on an “as is” and “as available” basis. The service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

18.2 We do not warrant that:

18.2.1 The service will function uninterrupted, secure, or available at any particular time or location.

18.2.2 Any errors or defects will be corrected.

18.2.3 The service is free of viruses or other harmful components.

18.2 4 The results of using the service will meet your requirements.

19. Communication and Contact Details

19.1 For all access issues please contact us on the details below.

19.2 We are committed to providing you with a high-quality service that is professional and effective. If you would like to discuss how our service could be improved or if you are dissatisfied with the service you are receiving, please let us know by contacting by telephone at 07748 966993, by email at caroline@socialhoneycomb.co.uk

20. Intellectual Property Rights

20.1 You are responsible for ensuring that you have the right to use any intellectual property rights when you provide any text, image, or representation (“materials”) to us for incorporation into the services and you hereby grant or agree to procure the grant of (as applicable) an irrevocable licence to us to use such materials for the purposes of providing the services for the duration of the contract.

20.2 You shall be responsible for ensuring that the contents of materials which you have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. We shall be entitled to reject and delete such material without incurring any liability. In addition, we shall be entitled to cancel the contract.

20.3 You shall indemnify us against all damages, losses and expenses suffered or incurred by us because of the materials which you have contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such materials infringe any intellectual property rights of a third party.

20.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.

20.5 The intellectual property rights created, developed, subsisting, or used in connection with the services be our property or the property of the relevant third party from whom we have acquired a right of use with a view to executing the contract until such time as payment has been made in full. Upon full payment all intellectual property rights of marketing materials produced by us are passed to you.

20.6 While we are not aware, to the best of our knowledge, that any material(s) is/are in infringement of any design rights, copyright, or other intellectual property rights of any third party, we do not give any particular warranty in this respect.

20.7 No training shall be recorded, reproduced, or transmitted, in any manner or by any means whatsoever, without our prior written consent. You warrant that you will make a reasonable effort to prevent individuals from doing so. This applies to both in person and online training.

20.8 Additional charges may apply for authorised recording.

20.9 Should a recording be authorised a copy must be given to us to review prior to any distribution, and we have the right to withdraw consent if we feel the recording is of an inferior quality and does not accurately reflect our brand.

20.10 We reserve the right to use any images produced by us as part of the services in our marketing.

21. Exclusivity

21.1 Exclusivity is not guaranteed as we treat each individual business or organisation in a bespoke and confidential fashion – unless we deem it to be unworkable and this will be our decision. Every business is different as the people in every business are unique.

21.2 We are willing to sign none disclosure agreements when relevant.

22. Confidentiality

22.1 Confidential information (the “confidential information”) refers to any data or information relating to your business which would reasonably be considered to be proprietary to you including, but not limited to, output material, business processes and client information and that is not generally known in your industry and where the release of that confidential information could reasonably be expected to cause you harm.

22.2 All written and oral information and material disclosed or provided by you to us under this agreement is confidential information regardless of whether it was provided before or after the date of this agreement or how it was provided to us.

22.3 We recognise that anything You share during 1:1 and group sessions is regarded as confidential, whether it is business or personal information. We undertake not to, at any time, either directly or indirectly, use or disclose any information You share with Us during your 1:1 or group sessions.

22.4 You understand that anything shared by any member is done so confidentially and that you undertake not to pass on directly or indirectly any specific information pertaining to any member, which might be construed as personal or delicate.

22.5 You acknowledge that the personal data of other members that you may have access to through your membership should remain confidential and you do not have consent to market to fellow members by virtue of shared membership.

22.6 On the conclusion or termination of the contract both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.

23. Data Protection

23.1 ‘‘Data Protection Legislation’ refers to the Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced, or updated from time to time.

23.2 All personal information that We may collect (including, but not limited to, your name, postal address, email address and telephone number) will be collected, used, and held in accordance with the provisions of data protection legislation as defined above.

23.3 How We collect, use, and store personal information is set out in our Privacy Policy.

23.4 We reserve the right, for promotional activity, training, or any other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

24. Other Important Terms

24.1 This agreement represents the entire agreement between the parties in respect of the services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.

24.2 If any part of this agreement is found to be void or un-enforceable by any court of competent jurisdiction, such part shall be severed from this agreement, which will otherwise remain in full force and effect.

24.3 These terms shall remain in force until altered in writing and signed by both parties.

24.4 The failure or delay by us at any time or for any period to enforce any one or more of these terms and conditions shall not be a waiver of them or a waiver of the right to enforce such terms and conditions on a future occasion.

24.5 You may not assign this agreement or any rights or obligations under it without our prior written consent.

24.6 Unless otherwise agreed and subject to the application of the then current prices, these terms of business shall apply to any future instructions given by you to us.

24.7 A person who is not a party to the contract shall have no rights under the contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Governing Law and Jurisdiction

25.1 This contract shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.