- Clients, please refer to the Non-Disclosure Agreement (NDA), Statement of Work (SOW) and Services Agreement (SA).
- Team members, please refer to the Non-Disclosure Agreement (NDA), Standard Contractor Agreement (SCA) and Assignment Schedule (AS).
- For clients
Participating parties and services
Water Lily Pond Ltd (Agency Partner), is a company registered in England under number 9001389, whose registered office is at Unit 10, 80 Lytham Road, Fulwood, Preston, PR2 3AQ, United Kingdom, represented by the sole company director, Mate Kovacs.
The Agency Partner is in the business of providing brand and marketing communications services (Services) to companies in need of such services (Client).
The Client can appoint the Agency Partner to provide the Services to them in relation to their business in accordance with the agreed terms.
The Services may be related to brand development and marketing communications strategy, creative design, UX, content development, development of videos, animations, responsive websites, and web or mobile applications, social media/blog strategy, eCRM and performance management, and are designed to help raise awareness of the Client’s goods and services and help promote them to their business customers and end-users.
Proposal process between parties
In proposal stage, the Agency Partner will propose a suggested scope of work for the project to the Client, including estimated budget and timelines. Proposals are valid for 30 days.
The Agency Partner reserves the right to submit a revised proposal due to any changes in objectives and scope of work, including but not limited to changes in project deliverables, requirements, duration and output, or due to any unexpected changes in team structure, third-party services and pass-through costs.
Once the proposal is accepted by the Client, the project objectives, requirements, deliverables, budgets and timelines will be specified in detail in the SOW.
The acceptance and execution of the project will be subject to SOW and SA agreed and signed by both parties, including a purchase order (PO) number.
Contractual process between parties
After the Clients appoint the Agency Partner, Agency Partner will perform for the Client the Services described in the SOW and SA. The Agency Partner undertakes to provide the Services using due care and diligence at all times.
The Agency Partner will assign suitable subcontractors with appropriate experience and seniority to provide the Services and if necessary may replace any of them with alternative subcontractors with similar seniority and experience.
The Client shall collaborate and co-operate with the Agency Partner and provide it, at its request, with such information concerning the Client and the Client’s requirements in respect of the Services as is reasonably necessary so that the Agency Partner can perform the Services. The Client will ensure that all facts it gives about their business are accurate.
The Agency Partner will collaborate and co-operate fully with the Client and use reasonable care and skill to make the Services as successful as can be expected from a competent brand and marketing communications agency.
The Agency Partner shall, after obtaining the Client’s approval of the scope of work and Agency Partner’s fees, pass-through costs and expenses as described in the SOW and SA, submit deliverables for the Client’s review and approval.
The Client may request the Agency Partner to cancel or amend any and all planned or work-in-progress deliverables. The Agency Partner will take reasonable steps to comply with any such request provided that it can do so within its contractual obligations to its subcontractors and suppliers.
The Agency Partner will promptly advise the Client of changes in the estimated fees, pass-through costs and expenses of Services that are work-in-progress for which the Agency Partner has the Client’s approval.
The Agency Partner shall not be responsible for any delay due to the Client failing to provide approval to scope of work, deliverables, Agency Partner’s fees, pass-through costs and expenses.
Ownership and Custody of Intellectual Property Rights and Deliverables
All deliverables prepared by the Agency Partner and paid in full for by the Client will be the Client's property.
Remuneration and payment
The Client shall pay the Agency Partner the fees, pass-through costs and expenses, and any third-party costs for the Services, as outlined in the SOW and SA. Project fees and pass-through costs/third-party costs will be featured as separate line items in the SOW and on the invoices.
Upon receipt of a fully executed SOW, SA, and PO number, the Agency Partner will invoice 50% of the project fees for the Services, payable upon receipt. Upon completion of the project, the remaining balance of the project fees will be invoiced and payable net 30. Payments are only accepted via bank transfer to the Agency Partner local bank account as shown on the invoice. Payments by cheques are not accepted.
For pass-through costs, and where third-parties and suppliers require payment in advance or at various stages of production, Agency Partner will discuss with Client on a case-by-case basis how to handle those payments.
During the project assignment, any travel time in excess of 2 hours will be billed at 50% of the consultant’s hourly rate. All other travel expenses (e.g. airfare, accommodation, transport costs, parking costs, meals) incurred for travel in excess of 2 hours will be submitted for reimbursement as a pass-through expense.
At the discretion of the Agency Partner, and based on discussion and agreement of both parties, rush fees may occur in case any of the deliverables are needed to be implemented with a sudden urgency in an unexpected/emergency situation.
Where there is any cancellation or amendment requested by the Client, they will reimburse the Agency Partner for any charges or expenses it incurs to which it is committed. The Client shall also pay the Agency Partner’s remuneration covering the cancelled or amended Services and any third party charges imposed arising from the cancellation or amendment.
The Agency Partner shall maintain records in respect of all expenditure that is reimbursable by the Client under the signed SOW and SA.
The Agency Partner shall pass on to the Client any discounts and rebates it may receive from handling the Client’s business under the signed SOW and SA.
VAT will be included and itemised separately on Agency Partner invoices, where appropriate, at the rate prevailing from time to time.
As set out in the NDA, the parties may not disclose without the other’s prior written permission any confidential information concerning the other’s business, its business plans, its marketing and sales strategy or its customers, including any concepts, ideas, rates, projections and forecasts.
Agency Partner will disclose the confidential information only to those of subcontractors and suppliers who need to know that information for the purpose of providing the Services.
Agency Partner will ensure that subcontractors and suppliers will keep the confidential information confidential and not disclose any of the confidential information to any other person (except as specifically permitted elsewhere in the NDA), and not use any of the confidential information for any purpose except for providing the Services (and then only to the extent necessary to perform the Services).
The parties will carry out an evaluation and review of their relationship after each project, including (without limitation) the performance of staff of both parties. Any changes then agreed to Services, remuneration or any other aspect of the SA shall be agreed in writing.
The Agency Partner shall effect and maintain with reputable insurers such policy or policies of insurance as may be necessary to cover the Agency Partner’s obligations and liabilities under this Agreement, including but not limited to Professional Indemnity Insurance with a limit of not less than £1,000,000 per annum and Public Liability Insurance with a limit of not less than £5,000,000.
Warranties and indemnities
The Client warrants that to the best of its knowledge, information and belief all business information supplied to the Agency Partner will be accurate and not in any way contrary to English law.
The Agency Partner warrants that having taken such legal advice and undertaken such searches as it considers reasonably necessary, to the best of its knowledge and belief any creative work produced by it as part of the Services will be original to its authors, has not been previously published in any form, will not infringe the copyright of any third party and will not contain anything obscene, blasphemous, libellous or otherwise unlawful other than as contained in any legal or other advice provided to it and communicated to the Client.
The Client accepts full legal responsibility in respect of any deliverables approved by it for publication and promotion and will indemnify the Agency Partner in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the deliverables.
The Agency Partner warrants that its subcontractors working on the Services are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to perform the Services.
The Agency Partner will not be liable for any error or delay regarding the deliverables, unless due its default or neglect.
Standards and regulations
Both parties shall comply with all applicable laws and regulations. The parties will co-operate with each other in ensuring that suitable objective factual product and other information is available as required to satisfy the requirements of any applicable law or regulation.
Each party shall ensure that any customer, end-user and partner data supplied to the other party shall comply with the requirements of all legislation in force from time to time including, without limitation, Data Protection Act 1998 and the General Data Protection Regulation 2016 (GDPR), and that each party shall comply with the relevant obligations of the Data Protection Act 1998 and the General Data Protection Regulation 2016 (GDPR).
Agency Partner will implement, maintain and monitor adequate technical and organisational measures to protect any personal data which Agency Partner processes on behalf of Client against any accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure and any other form of unlawful processing; and ensure the reliability of Agency Partner’s subcontractors involved in the processing of those personal data.
The parties agree that neither of them will, whether directly or indirectly, solicit or entice away or attempt to solicit or entice away any customers, subcontractors, employees, partners or suppliers of the other party who has worked on the Services or has been involved in the project.
Law and jurisdiction
The contractual agreements between parties such as the SOW and SA (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.