Terms of
Service
Flowmesh Terms of Service
1. INTRODUCTION AND ACCEPTANCE
By purchasing services from Flowmesh Ltd (“Flowmesh”), you accept the service terms and conditions listed below, and any Annexures attached (“Service Terms”). In circumstances where you have entered into specific, written agreements with Flowmesh (including, without limitation, any Non-Disclosure Agreements or Service Level Agreements), these Service Terms shall apply in addition to (and not in substitution for) such agreements. In the event of a conflict between these Service Terms and any such specific, written agreements, the terms of the agreements shall prevail.
2. SERVICES
2.1. The core of Flowmesh services are Positioning, Messaging, Content Strategy, Content Production, related campaign services (“Services”).
2.2. The following details the terms and conditions applicable to all Services offered by Flowmesh.
3. CONTENT PRODUCTION
3.1. Flowmesh content production services include, but are not limited to, opinion pieces, thought leadership articles, blogs, feature articles, and case studies.
3.2. Flowmesh will prepare a brief before preparing any content which must be signed off by the Client to ensure Flowmesh has correctly understood the Client’s requirements and is able to implement the Client’s intention.
3.3. For any content produced, the Client shall be afforded 2 (two) rounds of review to affect any changes or feedback to the content.
3.4. Flowmesh reserves the right to bill the Client for any subsequent rounds of review beyond the 2 (two) initial rounds of review.
3.5. The Client shall be afforded one month (15 calendar days) to provide their feedback and approval of any content or round of review of content. Where the Client fails to provide any feedback or approval within 15 days or provides such feedback after the 15 dayperiod, Flowmesh reserves the right to bill the Client appropriately for the time spent to produce such content or affect such subsequent changes.
3.6. Should a review require more than 50% rewriting of the content, Flowmesh will consider the content delivered and bill for it. A new quotation will be issued to develop new content.
4. CLIENT RESPONSIBILITIES AND WARRANTIES
4.1. By using our Services, the Client warrants that:
4.1.1. They have the consent and authority to provide information and to appoint Flowmesh to provide the Services.
4.1.2. They lawfully possess and submit all information to Flowmesh for the use of it or the Services.
4.1.3. They have not made any misrepresentations and the information provided is true, accurate and complete in every aspect.
4.1.4. They will not provide, replicate, or transmit any abusive content.
4.1.5. They will not infringe the intellectual property or other rights of any third party.
4.1.6. They will pay all fees due to Flowmesh punctually and in full.
5. CONFIDENTIALITY AND PROCESSING OF PERSONAL INFORMATION
5.1. Confidentiality - Neither party shall, during or after the provision of these Service Terms, use to the prejudice or detriment of the other party, or divulge to any person, any material, client list, business method, trade secret or any other confidential information concerning the business affairs of the other party which may have come into its possession or knowledge during the provision of the Services.
5.2. Processing Information – Flowmesh will process all personal information in accordance with its Privacy Policy and ensure all appropriate technical and organisational measures are in place against the unauthorised use, accidental loss, damage, or destruction of personal data. Flowmesh's Privacy Policy is accessible at flowmesh.agency/privacy-policy
5.3. Public Relations – Unless otherwise agreed, the Client agrees that Flowmesh will be entitled from time to time, in perpetuity, at no cost paid to the Client, to publish in literature and the media, display on its website and other public online channels, marketing assets and/or content produced by Flowmesh as part of the Services that include the Client’s company name and logo and/or a case study of the Services provided to the Client by Flowmesh.
6. DATA MESSAGES
6.1. Data messages, including email messages, the Client sends to Flowmesh will be considered as received only when acknowledged or responded to. Data messages sent to the Client by Flowmesh will be regarded as received when the data message enters the Client's email server inbox and is capable of being retrieved and processed.
6.2. Flowmesh reserves the right not to respond to any email or other data message that contains obscene, threatening, defamatory or otherwise illegal, unlawful, or inappropriate content, and to take appropriate action against the sender of such email or data message if necessary.
6.3. Messages sent over the internet cannot be guaranteed to be completely secure as they can be intercepted, lost, or corrupted. We are therefore not responsible for the accuracy or safety of any message sent by email or over the internet.
7. DISCLAIMERS AND INDEMNITIES
7.1. Disclaimers
The Services are provided “as is” and “as available”. Flowmesh makes no representations or warranties, express or implied, including but not limited to warranties as to the accuracy, correctness, or suitability of the information contained about any Service or outcome.
7.2. Limited Liability
Flowmesh and the Client, their shareholders, directors, employees, and partners, accept no liability for any loss, claim, damage or injury caused or sustained, save as may be occasioned as a direct result of any wilful or grossly negligent act or omission on the part of each other in the course and scope of the provision of the Services. Flowmeshand the Client’s liability in any circumstance shall be limited to the proceeds of any insurance cover, if any, carried by their respectful owner in relation to its liability arising in respect of the Services.
7.3. Indemnities
Save for instances of fraud or gross negligence, the Client and Flowmesh indemnify and hold each other harmless from and against any and all actions, claims, demands, proceedings or judgments (collectively “claims”) and any and all losses, liabilities, damages, costs, charges and expenses (collectively “losses”) of whatever nature, made by any third party, and in whichever jurisdiction, which may be instituted, made or alleged against, or are suffered or incurred by Flowmesh or the Client or arise out of or in connection with the Client’s use of the Services in any way.
7.4. Flowmesh and the Client agree to indemnify, defend, and hold each other harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) related to each other breach of these Terms.
7.5. This clause will survive termination of these Service Terms.
8. GENERAL
8.1. Relationship Between the Parties – The relationship of the parties, inter se, shall be governed by the service level agreement between the parties and these Service Terms and nothing contained herein shall be deemed to constitute a partnership, joint venture, employer/employee agreement, agency agreement, or the like between them. No party shall by the reasons of the actions of the other party incur any personal liability as co-partner to any third party.
8.2. Force Majeure – If either party is prevented, whether in whole or in part, or delayed from performing any of its duties, functions or obligations under these Service Terms, whether timeously or at all, due to an event out of their control (which for the purposes hereof shall mean war, political riots, civil commotions, electrical load-shedding or surges, legal prohibitions or restrictions, epidemics, pandemics, governmental lockdowns, fire, floods or other similar natural disasters), then such failure shall not constitute a breach under these Service Terms, and the obligation to perform shall be suspended to the extent and during the continuance of such prevention provided that the parties shall use their reasonable commercial endeavours to minimise any delay occasioned.
8.3. Governing law – These Service Terms shall be governed by and interpreted in accordance with the law of the United Kingdom. All disputes, actions, and other matters in connection with this Agreement shall be determined in accordance with such law.
8.4. Change Without Notice – These Service Terms are subject to change without notice. These Service Terms are updated or amended from time to time and will be effective once they are uploaded or provided to the Client. The Client’s continued use of the Service constitutes its acceptance to be bound by these Service Terms, as amended.