TERMS AND CONDITIONS OF TALAYA WALLER, LLC.

MARKETING RESEARCH & CREATIVE SERVICES COMPANY


Welcome to Waller & Company website.


Please read these Terms and Conditions carefully, as they establish rights and obligations for Users of Waller & Company (hereinafter: ‘Company’ ‘we’, ‘us’, ‘our’) websites, mobile applications, social media or other means of communication (hereinafter: Website), and for Clients, as users of services provided by Waller & Company.

By accessing our websites, applications, social media or getting in contact with us by other means of communication, you, as a User or a Client, agree to be bound by these Terms and Conditions.

These Terms and Conditions are subject to change by the Company at any time and changes shall become effective upon posting at or via a hyperlink to the website, by which it will be deemed that Users and Clients are notified and that they have provided acceptance for such amendments. Users or Clients may not alter, delete or add the content of these Terms and Conditions, and any such attempt shall be void and of no effect.

In a case of violation of any provision of these Terms and Conditions, the Company shall proceed with legal protection before courts and using other available means. 

1. DEFINITIONS

The following terms shall have the following meanings:

1.1 “Agreement” means a contract between the Company and the Client for the provision of the Services, incorporating the Proposal and these Terms and Conditions;

1.2 “Company” means Talaya Waller, LLC of Washington D.C., United States of America;

1.3 “Client” means any natural or legal person who purchases Services from the Company;

1.4 “Confidential Information” means all data, information, and materials, whether oral, written or otherwise received, including, but not limited to, the information specified in the Proposal, commercial, business and technical information of both Parties and/or third parties;

1.5 “Fee” means the monies due to the Company from the Client for providing the Services;

1.6 “Intellectual Property Rights” means any patent, trademark, servicemark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, research reports and similar, any application for any of the above, and any other Intellectual Property Right recognized in any part of the world, whether presently existing or applied for, whether registered or unregistered or capable to be registered;

1.7 “Outcomes” means any research results, reports, data, summaries, comments, discussion, and/or analysis provided by the Company to Client as a result of providing of Services and according to the Agreement;

1.8 “Proposal” means a proposal, application, quotation or other similar expression describing the Services;

1.9 “Proprietary Materials” means any texts, sounds, materials, publication brochures, designs, formats, concepts, graphics, illustrations, images, algorithms, software, methodologies, Intellectual Property Rights, artwork or any materials of any kind used or owned by Company in the performance of its business, contained in any format;

1.10 “Services” means the services offered by Company to Users and Clients;

1.11 “Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent amendments of it;

1.12 “User” means any person who accesses the Website.


2. GENERAL

2.1 These Terms and Conditions shall apply to the Agreement for the supply of Services by the Company to the Client and shall supersede any other documentation or communication between parties.

2.2 These Terms and Conditions may be amended by the Company at any time and amendments shall become effective upon posting at or via hyperlink to the Website.

2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Company may be entitled concerning the Services, under any statute, law or regulation.

2.4 The Company acts as a principal at law and not as an agent of the Client, in Client's dealings with third party suppliers. The Client shall be directly responsible for payment of its fees/invoices.


3. PROPOSAL

3.1 Proposals refer to these Terms and Conditions explicitly. These Terms and Conditions shall be attached to any Proposal and signed and returned to the Company by the Client.

3.2 Proposals shall remain valid for acceptance for 30 days.

3.3 The Services described in the Proposal shall be designed following Client's particularly needs and instructions. The Services described in the Proposal must be accepted by the Client in its entirety.

3.4 The Agreement between the Company and the Client, incorporating these Terms and Conditions and Proposal, shall only come into force when the Company confirms acceptance in writing to the Client.


4. SERVICES

4.1 The Company provides to its Clients marketing, branding, research, consulting and similar services.

4.2 Services for particular Agreement are as described in the Proposal.

4.3 Any amendments to the content of Services must be agreed by both parties in writing.

4.4 The Services shall commence and finish on the dates specified in the Proposal unless terminated according to the terms of the Agreement. Dates given in the Proposal and Agreement for the commencement and finish of the Services are estimates only and not guaranteed. Time for commencement shall not be of the essence of the Agreement and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the Services.

4.5 The Client appoints the Company as the sole provider of Services.

4.6 The Company may provide Services, such as an extension of a brand for already established brands and those shall be covered by these Terms and Conditions.


5. FEE AND PAYMENT OF IT

5.1 The Fee is as specified in the Proposal and represents the price for the Company's work and does not include any expenses, administrative fees, taxes or similar payments.

5.2 The terms of payment are as specified in the Proposal and these Terms and Conditions.

5.3 Any additional request for Services other than described in the Proposal, shall be subject to additional fees.

5.4 The Client agrees to reimburse the Company in respect of all reasonable travel, subsistence and courier expenses incurred by the Company in performing the Services, and in respect of any other reasonable incidental expenses (reimbursable fees).

5.5 The Client must settle all payments for Services within 15 days from the invoice date.

5.6 The Client will pay interest on all late payments at a rate of 5% per annum above the base interest rate. The Company is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.

5.7 The Client is not entitled to withhold any monies due to the Company.

5.8 The Company is entitled to withhold or withdraw any work for reasons of the Client`s failure to complete payment.

5.9 The Company is entitled to increase the price in the event of:

5.9.1 any additional services requested by the Client which were not included in the original Proposal;

5.9.2 any additional work required to complete the Services, which Company could not predict at the time of the Proposal;

5.9.3 any increase in fee per hour.

 

6. SUBCONTRACTS

6.1 The Company is entitled to engage subcontractors or other parties, for the performance of all or some duties under the Agreement, without requiring the Client's prior consent.

6.2 The Company shall monitor subcontractor's performance, but shall not be responsible for any damages, costs, expenses that arise out of subcontractor’s performance or failure or delay performing its duties for any reasons.


7. CLIENT OBLIGATIONS

7.1 The Client agrees to cooperate and provide any support, information, and facilities to the Company as may be required.

7.2 The Client is expected to provide approvals, information or any other instruction within a reasonable time frame (3-5 days) of Company’s request. If the Client does not provide requested approval, information or instruction in a specified time frame, it shall be deemed that the Company shall have a right to decide by itself.

7.3 If the Company does not obtain a response from the Client after 15 days, the Company has the right to terminate the agreement without returning any monies. The Company shall keep the right to request unpaid fees, damages, and similar monetary claims.

7.4 The Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by the Company to provide the Services, for one year following completion of the Services or termination of the Agreement before completion of Services.

7.5 The Client shall provide to the Company a contact of a person to whom all requests for approval and additional information and/or instructions should be sent by the Company.

7.6 The Client agrees to display a link and corporate identity of the Company in the footer of the Clients website or printed and similar materials. The space allocated should be no bigger than 200px x 200px.


8. COMPANY’S OBLIGATIONS

8.1 The Company shall supply the Services to the Client as specified in the Proposal.

8.2 The Company shall perform the Services with reasonable skill and care and to a reasonable standard and per recognized codes of practice and statutory obligations.


9. INTELLECTUAL PROPERTY

9.1 Company’s Proprietary Materials and Intellectual Property

9.1.1 All Proprietary Materials, Intellectual Property and software, programs, algorithms, modules, methodologies and anything else used by or created by the Company in carrying out the Services which are of a generic nature or otherwise not produced exclusively for the Client shall at all times remain the exclusive property of the Company or its licensors and nothing in the performance of the Services shall transfer or assign ownership/license in such Proprietary Materials to the Client or any third party at any time.

9.1.2 The Company’s Proprietary Materials and Intellectual Property  are protected by US Federal law, the law of the District of Columbia and international conventions to which the USA is a signatory party. 

9.1.3 The Users and Clients can use these materials only for the personal, non-commercial and non-public purpose. The means of the usage of the Website are a hyperlink reference to some of the pages of the Website, a single download of digital materials to a personal computer or a single copy of materials in paper format.

 9.1.4 The use of the Proprietary Materials, for the purposes other than allowed, i.e. for commercial purpose, for copying and reproduction, for placing on User`s or third partys website, incorporation in other materials and further distribution is strictly prohibited and in violation of Companys Proprietary Rights and Intellectual Property.

9.2 Third Party’s Intellectual Property

9.2.1 Any third party’s Intellectual Property or other material shall be used based on a license obtained by the Client. The Client shall ensure that content used for the provision of Services is used legally, meaning that necessary licenses for use of third party Intellectual Property or other material are obtained, including payment of all fees related to the creation, licensing and clearance for use of any third party’s Intellectual Property.

9.2.2 The Client is responsible to verify that content used in the provision of Services does not infringe the Intellectual Property Rights of any third party. The Company is not responsible to undertake any investigations concerning third party’s Intellectual Property.

9.2.3 The Company shall not be liable for any dispute arising from or in connection with the use or breach of any Intellectual Property Rights of any third party, in any jurisdiction.

9.3 The Client’s Intellectual Property

9.3.1 The Client shall provide the Company with copies of all trademarks and other intellectual property that represents the branding of the Client which are to be included in the performance of the Services. The Client grants the Company a royalty-free license to use, copy and reproduce such trademarks, branding and other intellectual property for provision of Services.

9.3.2 The ownership on Outcomes created in the performance of Services, shall be transferred to the Client, upon payment of the fee in the full amount.

9.3.3 The Client agrees that the Company shall be entitled to use free of charge the Outcomes and Intellectual Property created by the provision of Services for its own internal and external promotional purposes and purposes connected with its business, including for purposes of legal dispute. The Client agrees that the Company may display and exhibit the Outcomes of the supplied Services, which may include a reference to the Client or its business in any promotional materials and Website.

9.3.4 The Company is not responsible for providing of advice or instructions for the legal protection of Client's Intellectual Property and Client, in respect of the protection of its Intellectual Property Rights, shall seek for advice and legal support from third parties.


10. CONFIDENTIALITY

10.1 The parties agree to keep all Confidential Information in strict confidence during and after the term of the Agreement.

10.2 The parties shall not use Confidential Information outside the course of the performance of the Agreement and the information shall not be disclosed to others, copied or distributed without that Party's prior written consent.

10.3 Upon termination or expiration of this Agreement, the parties shall immediately return to the other Party any materials containing Confidential Information.


11. TERMINATION

11.1 The Agreement shall continue until the Services have been provided in terms of the Proposal or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with this Terms and Conditions.

11.2 Both parties may terminate the Agreement if other Party fails to comply with any aspect of these Terms and Conditions and/or Agreement and this failure continues for 2 weeks after notification of non-compliance in writing is given.

11.3 Either party may terminate the Agreement by notice in writing to the other if the other Party is under the process of winding up or is declared insolvent or undertake any step for an arrangement with its creditors or a liquidator or similar officer is appointed over any of its assets or ceases to carry on its business.

11.4 In the event of termination the Client must make over to the Company any payment of fee for work done and any expenses incurred up to the date of termination.

11.5 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.


12. STATEMENTS

The Client and the Company agree to inform each other immediately if any claim, statement or representation is published or is likely to be defamatory, in breach of Intellectual Property, in breach of the Terms and Conditions or provision of any law, or is in any other way unlawful.


13. WARRANTY

Both parties warrant their authority to conclude the Agreement and have obtained all necessary approvals to do so.


14. LIMITATION OF LIABILITY

The Company shall not be liable for any direct loss or damage of any nature suffered by the Client or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Company in the insurance year in which the Client’s claim is first notified.


15. INDEMNITY

The Client shall indemnify the Company against all claims, costs, and expenses which the Company may incur and which arise directly or indirectly from the Client's breach of its obligations under these Terms and Conditions.


16. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.


17. ASSIGNMENT

The Client shall not be entitled to assign its rights or obligations or delegate its duties under the Agreement without the prior written consent of the Company.


18. SEVERANCE

If one or more provisions of these Terms and Conditions and/or Agreement are declared to be illegal or unenforceable, the remainder of the Terms and Conditions and/or Agreement shall not be affected and shall remain valid.


19. WAIVER 

The failure by either party to enforce any one or more of the Terms and Conditions shall not be a waiver of them or the right to subsequently enforce all Terms and Conditions.


20. COMMUNICATION

Any communication among parties may be conducted by email, fax or by post to the address of the other party given in the Proposal or other provided address. If sent by email shall be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error-free transmission report or if sent by post shall be deemed to have been delivered on the day of hand over in the post office or postal mailbox.


21. ENTIRE AGREEMENT

The Entire agreement represents the Agreement between the Company and the Client for the provision of the Services, incorporating the Proposal, these Terms and Conditions and any subsequent amendments of any them, provided that amendments are made as stipulated hereof.

In the event of a conflict, these Terms and Conditions supersede prior agreements, arrangements, documents or other undertakings either written or oral. 


22. GOVERNING LAW

These Terms and Conditions and the Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without giving effect to any other choice of law or conflict-of-laws rules or provisions that would cause the laws of another country to be applicable and the District of Columbia court system shall have the exclusive jurisdiction to resolve disputes.