AVIDITY MARKETING LIMITED
Company No. 132631 | Incorporated in Jersey, Channel Islands
CLIENT TERMS AND CONDITIONS OF SERVICE
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms, the following definitions apply: “Avidity” means Avidity Marketing Limited, a company incorporated in Jersey, Channel Islands (company number 132631). “Client” means the party identified in the Service Agreement who engages Avidity to provide the Services. “Service Agreement” means the written agreement, proposal, statement of work, or order form executed between Avidity and the Client which incorporates these Terms by reference. “Services” means the marketing, consultancy, strategy, RevOps, CRM, digital, creative, content, advertising, analytics, and/or related services to be provided by Avidity as described in the Service Agreement. “Indicative Service Schedule” means the description of anticipated service activities set out in any Service Agreement or proposal, which is provided as a guide only and is subject to variation in accordance with Clause 3. “Director” means a director of Avidity or such other senior representative as Avidity may designate from time to time, who shall have sole discretion over the allocation, prioritisation, and delivery of Services. “Avidity Personnel” means any director, officer, employee, contractor, subcontractor, freelancer, consultant, or agent engaged by or on behalf of Avidity in connection with the Services. “Confidential Information” means all information (whether oral, written, electronic, or in any other form) disclosed by either Party to the other in connection with these Terms or the Services, including but not limited to business strategies, client data, pricing, methodologies, processes, software, tools, templates, and know-how. “Deliverables” means any work product, materials, reports, content, designs, strategies, or outputs produced by Avidity in the course of providing the Services. “Term” means the period during which Services are to be provided as specified in the Service Agreement. “Intellectual Property Rights” means all patents, copyrights, design rights, trade marks, database rights, know-how, trade secrets, and all other intellectual property rights, 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. “Client Data” means all data, information, records, content, and materials provided by or on behalf of the Client, or held in the Client’s systems and platforms, in connection with the Services. “Third-Party Platform” means any software, platform, tool, or service provided by a third party and used in connection with the Services, including but not limited to HubSpot, Salesforce, Google Ads, Meta, Mailchimp, Shopify, WordPress, Monday.com, Miro, and any CRM, CMS, analytics, advertising, email marketing, or social media platform. 1.2 Words importing the singular include the plural and vice versa. References to clauses are to clauses of these Terms. Headings are for convenience only and shall not affect interpretation.
2. APPLICATION OF TERMS
2.1 These Terms apply to and form part of every Service Agreement between Avidity and the Client. In the event of any conflict between these Terms and the Service Agreement, these Terms shall prevail unless the Service Agreement expressly states otherwise. 2.2 The Client’s acceptance of a proposal, countersignature of a Service Agreement, payment of any invoice, or instruction to commence work shall constitute acceptance of these Terms in their entirety. 2.3 No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase order, confirmation of order, or other document shall form part of these Terms, and the Client waives any right which it might otherwise have to rely on such terms.
3. NATURE AND SCOPE OF SERVICES
3.1 Indicative Scope. Any description of Services contained in a Service Agreement, proposal, or statement of work is indicative only and does not constitute a fixed or guaranteed programme of work. The specific activities, deliverables, channels, and priorities may vary from month to month. 3.2 Director Discretion. The allocation, prioritisation, sequencing, and delivery of Services in any given period shall be at the sole and absolute discretion of a Director, taking into account: (a) prevailing market conditions, platform changes, algorithm updates, and industry trends; (b) the Client’s evolving business needs and strategic objectives as communicated to or identified by Avidity; (c) internal resource availability and scheduling requirements; (d) requests by the Client for additional or amended activities outside the original scope; and (e) Avidity’s professional judgement as to the most effective marketing strategy for the Client at any given time. 3.3 Fluctuation. The Client acknowledges and agrees that marketing is inherently dynamic and that the precise mix of activities may fluctuate in any given month. Such fluctuation does not constitute a breach of contract, failure to perform, or grounds for any claim, set-off, or deduction. 3.4 No Guaranteed Outcomes. Avidity does not guarantee any specific results, metrics, revenue, lead volumes, rankings, conversion rates, or return on investment. Marketing outcomes depend on numerous external factors beyond Avidity’s control, including but not limited to market conditions, competitor activity, platform algorithm changes, Client responsiveness, product/service quality, and seasonal variations. Any projections, forecasts, or estimated outcomes provided by Avidity are for illustrative purposes only and shall not be construed as warranties or commitments. 3.5 Additional Services. Where Avidity provides services, activities, or deliverables outside the scope of the Service Agreement at the Client’s request or with the Client’s knowledge, such services shall be deemed accepted and subject to these Terms. The Client shall not rely on the provision of any out-of-scope services as establishing an obligation on Avidity to continue providing them, nor as grounds for any claim or complaint. 3.6 Cooperation. The Client shall provide Avidity with timely access to all information, materials, systems, accounts, and personnel reasonably required for the performance of the Services. Any delay or failure by the Client to cooperate shall relieve Avidity of its obligations to the extent such obligations are affected. 3.7 Subcontractors. Avidity may, at its sole discretion, engage subcontractors, freelancers, or other third parties to perform any part of the Services. Avidity shall remain responsible for the performance of such subcontractors. The Client shall have no right to approve, reject, or communicate directly with any subcontractor except as permitted under Clause 5. 3.8 Revision Allowance. Unless the Service Agreement expressly provides otherwise, each Deliverable shall include up to two (2) rounds of revisions at no additional charge. For the avoidance of doubt, this applies to all categories of Deliverable, including but not limited to: (a) written content (articles, blog posts, case studies, email copy, award submissions); (b) social media content (posts, captions, creative concepts); (c) design assets (graphics, brand materials, advertisements); (d) website content and landing pages; (e) CRM configurations, workflows, and automation sequences; (f) reports, dashboards, and analytics frameworks; and (g) user acceptance testing (UAT) of platforms, integrations, or technical implementations. 3.9 Scope of Revisions. A “round of revisions” means one consolidated set of feedback provided by the Client in a single communication. The Client shall collate all feedback internally before submitting each round. Multiple separate communications containing piecemeal feedback may, at Avidity’s discretion, each be treated as a separate round of revisions. 3.10 Additional Revisions. Any revisions beyond the two rounds included under Clause 3.8 shall be chargeable at Avidity’s then-current hourly or day rate (as notified to the Client in writing). Avidity shall notify the Client before commencing chargeable revisions and shall provide a reasonable estimate of the additional cost. The Client’s instruction to proceed shall constitute acceptance of the additional charge. 3.11 Change of Brief. Where the Client’s revision feedback materially changes the original brief, scope, direction, or objectives of the Deliverable (as reasonably determined by Avidity), such changes shall not constitute a “revision” but shall be treated as a new scope item and charged accordingly.
4. FEES AND PAYMENT
4.1 The Client shall pay Avidity the fees set out in the Service Agreement (“Fees”). Unless otherwise stated, all Fees are exclusive of GST/VAT and any applicable taxes, which shall be payable in addition. 4.2 Fees are payable monthly in advance by the date specified in the Service Agreement (or, if not specified, within 7 days of invoice). Avidity reserves the right to suspend or cease Services if payment is not received within 14 days of the due date. 4.3 Third-party costs (including but not limited to advertising spend, software licences, stock imagery, printing, and platform subscriptions) shall be charged to and payable by the Client in addition to the Fees, unless the Service Agreement expressly provides otherwise. 4.4 Where Avidity incurs third-party costs on behalf of the Client (including advertising spend funded by Avidity), the Client shall reimburse Avidity within 14 days of invoice. Failure to reimburse such costs shall not entitle the Client to claim ownership of, or access to, any accounts, campaigns, or assets created or funded by Avidity. 4.5 No refund or credit shall be due in respect of any period in which Services have been provided, regardless of the Client’s satisfaction with the outcomes. The Fees relate to Avidity’s time, expertise, and resource allocation, not to the achievement of any particular result. 4.6 Late Payment Charge. Where any invoice remains unpaid 14 days after the due date, an administrative charge equal to 5% of the outstanding invoice value shall be added automatically and shall become immediately due and payable. This charge reflects Avidity’s reasonable administrative costs of managing overdue accounts and is agreed by the Parties as a genuine pre-estimate of such costs. 4.7 Interest. In addition to the late payment charge under Clause 4.6, overdue amounts shall accrue interest at the rate of 4% per annum above the Bank of England base rate, calculated daily from the original due date until the date of actual payment (inclusive of the late payment charge). 4.8 Recovery Costs. The Client shall be liable for all reasonable costs incurred by Avidity in recovering overdue payments, including but not limited to legal fees, debt collection agency fees, and court costs.
5. CLIENT COMMUNICATION AND CONTACT PROTOCOL
5.1 All Client communications regarding the Services shall be directed exclusively through Avidity’s designated point of contact (being a Director or such other person as Avidity may notify the Client in writing from time to time). 5.2 No Direct Contact with Avidity Personnel. The Client shall not, without the prior express written consent of a Director, directly contact, instruct, commission, brief, or communicate with any Avidity Personnel (including but not limited to subcontractors, freelancers, designers, developers, strategists, content creators, or any other individual engaged by Avidity) in connection with the Services or any related matter. 5.3 Any attempt by the Client to contact Avidity Personnel directly without authorisation shall constitute a material breach of these Terms.
6. NON-SOLICITATION OF AVIDITY PERSONNEL
6.1 The Client shall not, whether directly or indirectly, during the Term and for a period of 12 months following the termination or expiry of the Service Agreement (the “Restricted Period”), without the prior express written consent of Avidity: (a) solicit, entice, recruit, employ, engage, offer employment or engagement to, or otherwise seek to employ or engage any Avidity Personnel; (b) enter into any contract for services with any Avidity Personnel, whether as an employee, contractor, freelancer, consultant, or in any other capacity; (c) facilitate, encourage, assist, or procure any third party to do any of the above; or (d) accept the services of any Avidity Personnel who approaches the Client, without first notifying Avidity and obtaining Avidity’s written consent. 6.2 “Avidity Personnel” for the purposes of this Clause 6 includes any person who was engaged by or on behalf of Avidity at any time during the 12 months preceding the relevant act of solicitation, whether or not that person is still so engaged at the relevant time. 6.3 In the event of any breach of this Clause 6, the Client shall pay to Avidity liquidated damages equal to 150% of the annual gross remuneration (or annualised fees) paid or payable by the Client to the relevant Avidity Personnel, without prejudice to Avidity’s right to seek injunctive relief and further damages. 6.4 The Parties acknowledge that the restrictions in this Clause 6 are fair, reasonable, and necessary to protect Avidity’s legitimate business interests, including its investment in recruiting, training, and retaining skilled personnel.
7. INTELLECTUAL PROPERTY AND OWNERSHIP
7.1 Avidity Background IP. All Intellectual Property Rights in Avidity’s pre-existing materials, methodologies, templates, frameworks, processes, tools, software, and know-how shall remain the exclusive property of Avidity. 7.2 Deliverables. Subject to full payment of all Fees and sums due under the Service Agreement and these Terms, Avidity grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client’s own business purposes. Avidity retains all underlying Intellectual Property Rights in the Deliverables. 7.3 Accounts and Platforms. Where Avidity creates, configures, or manages any accounts, platforms, campaigns, dashboards, or digital assets on behalf of the Client (including but not limited to CRM accounts, advertising accounts, analytics accounts, social media accounts, email marketing platforms, and website elements): (a) any account created under Avidity’s own credentials, or funded by Avidity, shall remain the property of Avidity; (b) any account created under the Client’s credentials and funded by the Client shall be the Client’s property, subject to Clause 7.4; and (c) Avidity shall have no obligation to transfer, hand over, or provide access to any account, campaign data, creative assets, or configurations following termination unless explicitly agreed in writing and subject to full payment of all outstanding Fees. 7.4 Work Product Environment. All work in progress, files, strategies, internal documents, and project materials created by Avidity in the course of providing the Services shall be stored in Avidity’s own systems and environments. The Client has no right of access to Avidity’s internal systems, working files, or draft materials. 7.5 Portfolio and Case Study Rights. Avidity reserves the right to use anonymised or aggregated data, and to reference the Client engagement (including results achieved) in its own marketing materials, portfolio, case studies, and proposals, unless the Client objects in writing.
8. THIRD-PARTY PLATFORMS AND TECHNOLOGY
8.1 Platform Dependency. The Client acknowledges that the Services may be delivered using, or may depend upon, Third-Party Platforms over which Avidity has no ownership, control, or influence. Avidity shall not be liable for any loss, damage, disruption, or failure arising from: (a) outages, downtime, errors, bugs, or service interruptions of any Third-Party Platform; (b) changes to the features, functionality, APIs, terms of service, pricing, or availability of any Third-Party Platform; (c) data loss, corruption, or breach occurring within a Third-Party Platform’s infrastructure; (d) suspension or termination of the Client’s or Avidity’s access to any Third-Party Platform by the platform provider; or (e) incompatibility between Third-Party Platforms or changes to integration capabilities. 8.2 Client Platform Obligations. The Client shall: (a) maintain valid, active, and appropriately licensed subscriptions for all Third-Party Platforms required for the delivery of the Services, and shall ensure that such subscriptions are not downgraded, suspended, or cancelled without giving Avidity at least 14 days’ prior written notice; (b) be solely responsible for compliance with the terms of service, acceptable use policies, and licensing requirements of all Third-Party Platforms to which it subscribes; and (c) bear all subscription costs, licence fees, usage charges, and overage fees associated with its Third-Party Platform accounts. 8.3 Platform Seat Costs. Where Avidity funds platform seats, licences, or subscriptions on behalf of the Client to facilitate the delivery of the Services, such costs shall be reimbursable by the Client upon invoice and shall not create any obligation on Avidity to continue funding such costs following termination of the Service Agreement.
9. DATA, MIGRATION, AND SECURITY
9.1 Client Responsibility for Data. The Client is solely responsible for the accuracy, completeness, legality, and integrity of all Client Data provided to Avidity. Avidity shall not be liable for any loss, claim, or damage arising from inaccurate, incomplete, corrupt, duplicated, or unlawfully obtained Client Data. 9.2 Backup Obligations. The Client shall maintain complete and independent backups of all Client Data held within its own systems and Third-Party Platforms before the commencement of any Services involving data migration, integration, import, configuration changes, workflow automation, or platform restructuring. Avidity shall not be liable for any data loss where the Client has failed to maintain adequate backups. 9.3 Data Migration and Integration. Where the Services involve data migration, CRM implementation, platform integration, or data restructuring: (a) the Client acknowledges that such activities carry inherent risks of data loss, duplication, corruption, or formatting errors; (b) Avidity shall exercise reasonable skill and care in performing such activities but does not warrant that such activities will be error-free; (c) the Client shall be responsible for validating and verifying migrated or restructured data within 14 days of completion, after which the data shall be deemed accepted; and (d) Avidity’s liability in respect of data migration or integration errors shall be limited to re-performing the relevant activity at no additional charge, provided that the Client has complied with its backup obligations under Clause 9.2. 9.4 Workflow and Automation. Where Avidity configures workflows, automations, sequences, or rules within any platform, the Client acknowledges that: (a) such automations may interact with live data, contacts, and communications; (b) the Client shall review and approve all automations before they are activated in a live environment; and (c) Avidity shall not be liable for any unintended consequences of automations that were approved by the Client or activated in a live environment with the Client’s knowledge. 9.5 Data Breach. In the event of a data breach or security incident: (a) where the breach occurs within a Third-Party Platform’s infrastructure, Avidity shall have no liability and the Client’s recourse shall be against the relevant platform provider; (b) where the breach is attributable to a failure by the Client to maintain adequate security controls, credentials management, or access permissions, the Client shall bear sole responsibility; and (c) where the breach is attributable to Avidity’s negligent act or omission, Avidity’s liability shall be limited in accordance with Clause 11. 9.6 Credentials and Access. The Client shall provide Avidity with all necessary login credentials, API keys, access permissions, and system access required for the performance of the Services. The Client shall: (a) ensure that all credentials provided to Avidity are valid, current, and carry sufficient permissions; (b) not revoke, alter, or restrict Avidity’s access without giving at least 7 days’ prior written notice (except in a genuine security emergency); (c) be solely responsible for the security and management of its own credentials and for implementing appropriate access controls (including multi-factor authentication) on its own systems; and (d) acknowledge that any delay or failure in providing access shall relieve Avidity of its obligations to the extent such obligations are affected, and shall not entitle the Client to any refund, credit, or claim.
10. CONTENT APPROVAL AND REGULATORY COMPLIANCE
10.1 Client Approval. All marketing content, advertising materials, campaigns, communications, and published assets produced by Avidity shall be subject to the Client’s written approval prior to publication or distribution. Such approval may be given by email or through any project management platform used by the Parties. 10.2 Deemed Approval. Where Avidity submits content for approval and the Client fails to respond within 5 business days (or such other period as agreed), the content shall be deemed approved for publication. 10.3 Regulatory Compliance. The Client is solely responsible for ensuring that all content, claims, offers, and communications published or distributed on its behalf comply with all applicable laws, regulations, industry codes of practice, and professional standards, including but not limited to: (a) advertising standards (including the UK Advertising Standards Authority codes and Jersey equivalent provisions); (b) financial services regulations (including the Financial Services (Jersey) Law 1998, FCA regulations, and any applicable financial promotion rules); (c) healthcare and medical advertising regulations (including restrictions on claims relating to medical procedures, treatments, and outcomes); (d) consumer protection legislation; and (e) data protection and privacy regulations as set out in Clause 14. 10.4 Client Indemnity for Content. The Client shall indemnify Avidity against all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising from any regulatory complaint, enforcement action, third-party claim, or legal proceeding in connection with content that was approved (or deemed approved) by the Client. 10.5 Client-Provided Materials. The Client warrants that all information, materials, claims, testimonials, images, and data provided to Avidity for use in the Services are accurate, truthful, lawfully obtained, and do not infringe the rights of any third party. The Client shall indemnify Avidity in respect of any claim arising from materials provided by the Client.
11. LIMITATION OF LIABILITY
11.1 Cap on Liability. Avidity’s total aggregate liability under or in connection with these Terms, the Service Agreement, and the Services (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed an amount equal to the total Fees actually paid by the Client to Avidity in the 6 months immediately preceding the date on which the claim arose. 11.2 Excluded Losses. Avidity shall not be liable for any: (a) loss of revenue, income, profit, anticipated savings, or business; (b) loss of contracts, goodwill, or reputation; (c) loss of or damage to data (including but not limited to Client Data held within Third-Party Platforms); (d) indirect, special, consequential, or punitive damages; (e) losses arising from the Client’s failure to act on Avidity’s recommendations; or (f) losses arising from the acts, omissions, outages, or failures of any Third-Party Platform, howsoever caused and whether or not foreseeable, even if Avidity has been advised of the possibility of such loss or damage. 11.3 Post-Termination. Upon termination or expiry of the Service Agreement, Avidity shall have no continuing liability to the Client in respect of the Services, the Deliverables, or any matter arising from or connected with the engagement, except in respect of claims properly notified in accordance with Clause 12.1 and commenced in accordance with Clause 12.5. 11.4 Client Acknowledgement. The Client acknowledges that the Fees reflect the allocation of risk set out in these Terms and that, in the absence of the limitations in this Clause 11, Avidity would not agree to provide the Services at the agreed Fees. 11.5 Nothing in these Terms shall limit or exclude Avidity’s liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable law.
12. COMPLAINTS, CONCERNS, AND DISPUTE RESOLUTION
12.1 Duty to Raise Concerns Promptly. The Client shall raise any concern, complaint, or dissatisfaction regarding the Services in writing within 14 days of the matter arising or becoming apparent. Failure to raise a concern within this timeframe shall constitute acceptance of the Services provided during the relevant period and a waiver of any related claim. 12.2 Monthly Reporting. Avidity shall provide the Client with periodic reports on the Services (the frequency and format of which shall be agreed in the Service Agreement). The Client’s failure to raise any concern following receipt of a report shall be deemed acceptance of the matters reported upon. 12.3 Good Faith Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or in connection with these Terms or the Service Agreement through direct negotiation within 30 days of written notice of the dispute. 12.4 Mediation. If the dispute is not resolved within the period specified in Clause 12.3, either Party may refer the dispute to mediation in Jersey under the auspices of a mediator agreed by the Parties or, failing agreement, appointed by the Judicial Greffier of the Royal Court of Jersey. 12.5 Time Bar. No claim arising out of or in connection with the Services or these Terms may be commenced more than 6 months after the date on which the Service Agreement terminates or expires. Any claim not commenced within this period shall be deemed waived and extinguished.
13. TERMINATION
13.1 Either Party may terminate the Service Agreement by giving not less than 30 days’ written notice to the other Party (or such other notice period as specified in the Service Agreement). 13.2 Avidity may terminate the Service Agreement immediately by written notice if: (a) the Client fails to pay any sum due within 14 days of the due date; (b) the Client commits a material breach of these Terms and fails to remedy it within 14 days of written notice; (c) the Client becomes insolvent, enters administration, or any analogous event occurs; or (d) the Client breaches Clause 5 (Contact Protocol) or Clause 6 (Non-Solicitation). 13.3 Consequences of Termination. On termination or expiry: (a) all outstanding Fees and sums shall become immediately due and payable; (b) Avidity shall have no obligation to provide any handover, transition, or ongoing support unless expressly agreed in writing and subject to payment of Avidity’s then-current rates; (c) Clauses 6 (Non-Solicitation), 7 (IP), 9 (Data), 10 (Content/Regulatory), 11 (Limitation of Liability), 12 (Complaints), 14 (Confidentiality), and 16 (Governing Law) shall survive termination; and (d) each Party shall return or destroy all Confidential Information of the other Party in its possession, save as required by law. 13.4 No Compensation on Termination. The Client shall not be entitled to any refund, compensation, damages, or other payment by reason of the termination or expiry of the Service Agreement, save in respect of prepaid Fees for Services not yet provided at the date of termination (which Avidity may, at its sole discretion, refund or credit on a pro rata basis).
14. CONFIDENTIALITY
14.1 Each Party shall keep the other Party’s Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing Party, except as required by law or regulation. 14.2 The obligations of confidentiality shall survive termination of the Service Agreement and shall continue for a period of 3 years following termination or expiry. 14.3 The Client acknowledges that Avidity’s pricing structures, methodologies, strategies, templates, and operational processes constitute Avidity’s Confidential Information and trade secrets.
15. DATA PROTECTION
15.1 Each Party shall comply with all applicable data protection legislation, including (to the extent applicable) the Data Protection (Jersey) Law 2018, the UK General Data Protection Regulation, and the Data Protection Act 2018. 15.2 Where Avidity processes personal data on behalf of the Client, the Parties shall enter into a separate data processing agreement as required by applicable law. 15.3 The Client warrants that all personal data provided to Avidity has been collected lawfully and that the Client has obtained all necessary consents and authorisations for Avidity to process such data in connection with the Services.
16. GOVERNING LAW AND JURISDICTION
16.1 These Terms, the Service Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Island of Jersey, Channel Islands. 16.2 The Parties irrevocably submit to the exclusive jurisdiction of the Royal Court of Jersey for the resolution of any dispute or claim arising out of or in connection with these Terms or the Service Agreement. 16.3 The Client expressly waives any objection to the jurisdiction of the Royal Court of Jersey on the grounds of venue, forum non conveniens, or any similar ground.
17. FORCE MAJEURE
17.1 Avidity shall not be liable for any delay or failure to perform its obligations under these Terms or the Service Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to: acts of God, pandemic, epidemic, government action, platform outages, changes in third-party platform terms or algorithms, cyber-attacks, strikes, natural disasters, or internet service disruption.
18. INDEMNIFICATION BY THE CLIENT
18.1 The Client shall indemnify, defend, and hold harmless Avidity and its directors, officers, employees, and Avidity Personnel from and against all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by the Client of these Terms or the Service Agreement; (b) any claim by a third party arising from the Client’s products, services, or business operations; (c) any inaccurate, misleading, or unlawful information or materials provided by the Client to Avidity; (d) any infringement of a third party’s Intellectual Property Rights caused by materials provided by the Client; (e) any regulatory complaint, enforcement action, or proceeding arising from content approved or deemed approved by the Client under Clause 10; or (f) any data protection breach or complaint arising from Client Data that was unlawfully obtained, inaccurate, or processed without appropriate consent.
19. GENERAL PROVISIONS
19.1 Entire Agreement. These Terms together with the Service Agreement constitute the entire agreement between the Parties and supersede all prior discussions, representations, warranties, undertakings, and agreements (whether oral or written) relating to the subject matter. The Client acknowledges that it has not relied on any statement, promise, or representation not expressly set out herein. 19.2 Variation. No variation of these Terms shall be effective unless made in writing and signed by an authorised representative of Avidity. 19.3 Waiver. No failure or delay by Avidity in exercising any right or remedy shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy. 19.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed severed without affecting the validity of the remaining provisions. 19.5 Assignment. The Client shall not assign, transfer, charge, subcontract, or deal in any other manner with any of its rights or obligations under these Terms without the prior written consent of Avidity. Avidity may assign or transfer its rights and obligations under these Terms without the Client’s consent. 19.6 Third Party Rights. These Terms do not confer any rights on any person or party other than the Parties and their respective successors and permitted assigns. 19.7 Notices. Any notice required under these Terms shall be in writing and delivered by hand, recorded delivery, or email to the addresses set out in the Service Agreement. Notice shall be deemed received: on delivery if by hand; 2 business days after posting if by recorded delivery; or on the next business day after sending if by email. 19.8 Counterparts. The Service Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. 19.9 No Partnership. Nothing in these Terms or the Service Agreement shall be construed as creating a partnership, joint venture, or employment relationship between the Parties. Avidity acts as an independent service provider at all times.
ACKNOWLEDGEMENT AND ACCEPTANCE
By executing the Service Agreement (whether by digital signature, electronic acceptance, or countersignature), the Client confirms that it has read, understood, and agrees to be bound by these Terms and Conditions of Service in their entirety.
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