1.1. "Client" refers to any individual or entity that uses our Services.
1.2. "Agency" refers to Matterra, the brand name of Aenae Ltd, a company registered in England, United Kingdom, with its registered office at 124 City Road, London, England, EC1V 2NX.
1.3. "Parties" refers to both the Client and the Agency.
2.1. The Agency agrees to provide marketing and related services as detailed in any proposal, agreement, or other document provided to the Client.
2.2. The specific services, fees, and timelines will be outlined in separate agreements or statements of work between the Parties.
2.3. The Agency reserves the right to use subcontractors for the provision of the Services.
3.2. The Client is responsible for ensuring that any information provided to the Agency is accurate and complete.
3.3. The Client agrees to comply with all applicable laws and regulations in relation to the Services.
3.1. The Client agrees to provide all necessary information, materials, and access required for the Agency to perform the Services.
4.1. The Client agrees to pay the Agency the fees specified in the relevant agreement or statement of work.
4.2. Payment terms and schedules will be outlined in the specific agreements between the Parties.
4.3. Late payments may incur interest at 8% over the Bank of England base rate, as well as additional compensation for debt recovery costs under the Late Payment legislation.
4.4. If no payment terms are specified, payment is due 30 days after the invoice is received or the service is provided, whichever is later.
4.5. Additional fixed charges for late payments will be applied as follows: £40 for debts under £1,000, £70 for debts under £10,000, and £100 for debts over £10,000.
4.6. The Agency reserves the right to pursue further legal action, including statutory demands, for debts exceeding £750 and outstanding for more than 21 days.
5.1. All intellectual property rights in materials provided by the Client remain with the Client.
5.2. All intellectual property rights in materials developed by the Agency during the provision of the Services remain with the Agency until full payment is received.
5.3. Upon full payment, the Agency grants the Client a non-transferable license to use the materials developed during the provision of the Services.
6.1. Each Party agrees to keep confidential all information disclosed by the other Party that is marked as confidential or that would reasonably be considered confidential.
6.2. Confidential information does not include information that is publicly available, already known to the receiving Party, independently developed by the receiving Party, or required to be disclosed by law.
7.1. The Agency will comply with all applicable data protection and privacy laws, including GDPR.
7.2. The Agency's privacy policy, detailing how client data is collected, stored, and used, is available on our website.
8.1. The Agency warrants that it will provide the Services with reasonable care and skill.
8.2. Except as expressly provided in these Terms, the Services are provided "as is" and the Agency disclaims all other warranties, express or implied.
9.1. To the extent permitted by law, the Agency's liability for any claims arising out of or in connection with the Services shall be limited to the amount paid by the Client for the Services in the 3 months preceding the claim.
9.2. The Agency shall not be liable for any indirect, incidental, consequential, or punitive damages.
10.1. The Client agrees to indemnify and hold harmless the Agency from any third-party claims arising out of or related to the Client's use of the Services, violation of these Terms, or infringement of any intellectual property or other rights.
11.1. The Agency shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including natural disasters, strikes, or other force majeure events.
12.1. Any disputes arising out of or in connection with these Terms shall be resolved through good faith negotiations between the Parties.
12.2. If the dispute cannot be resolved through negotiation, the Parties agree to consider mediation or arbitration before resorting to litigation.
13.1. Either Party may terminate the Services by giving 15 days' written notice to the other Party.
13.2. The Agency may terminate the Services immediately if the Client fails to pay any fees when due or breaches any of these Terms.
13.3. Upon termination, the Client shall pay the Agency for all Services provided up to the date of termination.
14.1. These Terms shall be governed by and construed in accordance with the laws of England and Wales.
14.2. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
15.1. These Terms, together with any specific agreements between the Parties, constitute the entire agreement between the Parties and supersede all prior agreements or understandings.
15.2. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.3. The Agency may modify these Terms at any time by posting the revised Terms on its website. The Client's continued use of the Services after such posting shall constitute acceptance of the revised Terms.
If you have any questions about these Terms, please contact us at hello@wearematterra.com
Last Updated: July 3rd 2024
