1. Definitions
1.1. The following terms have the following meanings:

Client: the person identified as the client in the Contract Form

Contract: the agreement for services entered into between the Client and Black Sheep Social comprising the Contract Form and these Terms and Conditions of Use.

Contract Form: the standard contract form issued by Black Sheep Social to the Client and which has been executed by the Client.

Fee: the fees set out in the Contract Form or as amended from time to time pursuant to the provisions of clause 2.1.

Initial Term: the period of time for which Black Sheep Social provides the Service to the Client as specified in the Contract Form.

Service: the services to be provided to the Client by Black Sheep Social as specified in the Contract Form, as may be amended from time to time.

VAT: value added tax chargeable under Irish law for the time being and any similar additional tax.

2. Fees
2.1. The Fees shall be as specified in the Contract Form. Black Sheep Social may at any time vary the Fees by giving the Client not less than 1 months’ notice in writing of any such variation.

2.2. Where the Client requests that Black Sheep Social increase the amount being paid by the Client to any external service such as Google Ads, the Fees shall increase by the following amounts:

2.3. All Fees quoted for Service by Black Sheep Social are valid for one month only from the date of the quote having been given to the Client. The Fee is only valid for the Contract. Any subsequent agreement entered into between the Client and Black Sheep Social must be negotiated separately and therefore a different fee may apply.

2.4. Black Sheep Social shall issue invoices monthly in advance in respect of the provision of the Services unless otherwise agreed. The Client shall pay each invoice submitted to it by Black Sheep Social in full on receipt. Notwithstanding the foregoing, any Fees payable in respect of ‘Set-up’, ‘Build’, or ‘Implementation’ shall be payable in advance.

2.5. All fees are non-refundable. Should the Client wish to cancel the Service provided under the Contract at any time during the Period, no part of the Fee is refundable to the Client.

2.6. If any part of a Fee has not been received within the credit period stated on the contract, then Black Sheep Social may (without prejudice to any other remedies) suspend the Service until such time as full payment is received. Black Sheep Social is not obliged to extend the term of the Contract for the time the Services were suspended.

2.7. If Black Sheep Social does not receive any payment of Fees in full by the due date, Black Sheep Social shall be entitled (without prejudice to any other remedies) to charge interest on all sums outstanding after the due date on a daily basis at the rate of 4%.

2.8. The Client shall be liable for any legal or other costs incurred by Black Sheep Social in pursuing any outstanding Fees or interest on late payment of Fees of the Client.

3. Term
3.1. The Contract shall continue for the Initial Term and, after the end of the Initial Term, until such time as it is terminated by one or other of the parties in accordance with the provision of clause 8.

3.2 The Client shall not be granted access to the Google Ads Account (if applicable), and such Google Ads Account shall remain the sole property of Black Sheep Social.

4. Client’s Obligations
4.1. The Client shall:
4.1.1. co-operate with Black Sheep Social in all matters relating to the Services;

4.1.2. provide in a timely manner such access to the Client’s website and data, as is requested by Black Sheep Social; and

4.1.3. provide in a timely manner such information as Black Sheep Social may request, and ensure that such information is accurate in all material respects.

5. Confidentiality and Supplier’s property
5.1. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Black Sheep Social or its agents, and any other confidential information concerning Black Sheep Social’s business or its products which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Client’s obligations to Black Sheep Social, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.

5.2. Black Sheep Social shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the Client to Black Sheep Social or its agents, and any other confidential information concerning the Client’s business or its products which Black Sheep Social may obtain. Black Sheep Social shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging Black Sheep Social’s obligations to the Client, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.

5.3. This condition 5 shall survive termination of the Contract, however arising.

6. Non-Solicitation
6.1. The Client shall not (whether directly or indirectly) at any time during the term of this Contract of for a period of 12 months following the termination of this Contract:

6.1.1. solicit or offer employment to, enter into a contract for the services of, enter into partnership with or otherwise in any manner attempt to entice away from Black Sheep Social any individual who was during the term of this Contract employed or directly or indirectly engaged by Black Sheep Social; or

6.1.2. procure or facilitate the making of any such offer or attempt by any other person.

7. Limitation of liability
7.1. The following provisions set out the entire financial liability of Black Sheep Social (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of the Contract howsoever arising, any use made by the Client of the Services, the Deliverables or any part of them; and/or any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

7.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

7.3. Black Sheep Social shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of contract; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

7.4. Black Sheep Social’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services by the Client in the 3 month period preceding the event giving rise to such a claim.

8. Termination and Suspension
8.1. Approaching the end of the Period, either party may terminate this Contract by giving not less than 30 days’ notice in writing to the other party.

8.2 After the Initial Term, if the client wishes to temporarily suspend activity, they may do so by giving not less than 30 days written notice. The client shall not be charged fees for the period of suspended activity. However, if the account is paused for more than 30 days, the client may be charged a fee for reactivation of up to €600.

8.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

8.3.1. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

8.3.2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

8.3.3. the other party ceases, or threatens to cease, to trade; or

8.3.4. the other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt.

8.4. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

9. Waiver
9.1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

10. Entire agreement
10.1. Each of the parties acknowledges and agrees that in entering into the Contract, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) (whether in writing or not) of any person (whether party to this agreement or not) other than as expressly set out in the Contract.

10.2. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Contract.

10.3. Nothing in this clause shall limit or exclude any liability for fraud.

11. Assignment
11.1. The Client shall not, without the prior written consent of Black Sheep Social, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.2. Black Sheep Social may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

12. Notices
12.1. Any notice under the Contract shall be in writing and shall be delivered by email, fax or sent by pre-paid post or recorded delivery post to the other party at its Address as set out in the Contract form, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number or email as set out in the Contract.

12.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

13. Governing law and jurisdiction
13.1. The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of Ireland.

14. Publicity
14.1. You hereby consent to inclusion of your name and logo in client lists that may be published as part of Black Sheep Social’s marketing and promotional efforts, whether online or in print.

15. Independent contractor
15.1. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Client and Black Sheep Social. Black Sheep Social is an independent Contractor and not an employee of the Client or any of its subsidiaries or affiliates. The consideration set forth herein shall be the sole consideration due for the services rendered. It is understood that the Client will not withhold any amounts for payment of taxes from the compensation of Contractor hereunder. Contractor will not represent to be or hold themselves out as an employee of the Client and Contractor acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Contractor’s sole responsibility and Contractor shall indemnify and hold the Client harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

Thank you for reading through this Terms of Service. If you have any questions, please contact us using the contact form on this website.