Hummingbird digital: WHAT WE DO
Terms & Conditions
Terms & Conditions
Hummingbird is a long-established digital marketing agency that has been creating a hum in the marketing world for almost 20 years. We have to build a reputation based on results and client retention.
General
1. These conditions shall apply to orders and agreements with Hummingbird either for online advertising, website design, social media, search engine optimisation or any other service agreed. Any other proposed condition shall be void unless incorporated clearly in writing, on a Sales Order and accepted explicitly by Hummingbird For your protection, calls to and from the Hummingbird may be recorded. The contract which incorporates these conditions shall be constructed under and governed by, the law of The United Kingdom. The parties hereby irrevocably agree that the courts of The United Kingdom shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of, or concerning, this contract or breach thereof. In the case of any dispute, clients are requested to follow the complaints procedure as detailed herein.
2. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Hummingbird for inclusion on their website or in advertising are owned by the Client, or that the Client has received permission from the rightful owner (s) to use each of the elements and will hold harmless, protect, and defend Hummingbird, and its subcontractors, from any liability, or suit, arising from the use of such elements.
3. Advertisers’ property is held at the owner’s risk and should be insured by them against loss or damage from whatever cause. Hummingbird reserves the right to destroy all property which has been in his custody for over 12 months.
4. In the event the Client continues to make further payments to Hummingbird post cancellation of any agreement, the Client agrees that Hummingbird is not obliged to issue refunds. It is the Client’s responsibility to stop further payments.
5. Hummingbird reserves the right to charge overdue accounts at the rate of 5% per month for each calendar month outstanding.
Refund Policy:
6. In exceptional circumstances, a refund may be granted at the discretion of Hummingbird management.
Continuation of Agreement:
7. Should Hummingbird be declared insolvent, or convenes a meeting of, or makes or proposes to make, any arrangement or composition with its creditors or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets; then this Agreement shall remain in force.
Intellectual Property Right:
8. All Intellectual Property Rights produced from, or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Hummingbird. The Client shall do all that is reasonably necessary to ensure that such rights vest in Hummingbird by the execution of appropriate instruments or the making of agreements with third parties.
Force Majeure:
9. 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, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in the manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
Data Protection:
10. All parties involved in the Agreement will understand and follow the rules and regulations of the Data Protection UK data protection laws. These include codes of practice and the confidentiality of personal information.
Independent Contractors:
11. Hummingbird and the Client are contractors independent of each other. Neither has the authority to bind the other to any third party, or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Hummingbird may, in addition to its employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Hummingbird of its obligations under this Agreement.
Assignment:
12. The Client shall not be entitled to assign its rights, or obligations, or delegate its duties under this Agreement without the prior written consent (which shall not be unreasonably withheld or delayed) of Hummingbird
13. Hummingbird may at its discretion assign its rights in the Agreement to a willing third party (which shall include, but not be limited to a Group Company, Administrative Receiver or Liquidator) should it so desire. Notice of the Assignment will be provided to the Client.
Severability:
14. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.
Waiver:
15. The failure by either party to enforce at any time or for any period, any one or more of the Terms and Conditions herein shall not be a waiver of them or the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Notices:
16. Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing. If sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
Entire Agreement:
17. This Agreement contains the whole Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
No Third Parties:
18. Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
Governing Law and Jurisdiction:
19. This Agreement shall be governed by and construed in accordance with the law of the United Kingdom and the parties hereby submit to the exclusive jurisdiction of the courts of the United Kingdom.
Suspension and Cancellation of Services:
20. Hummingbird hold the rights to cancel and suspend any services/agreements if the Client is not responding to any notices or providing the relevant information set out in the service specification and terms listed here. There has to be a level of commitment from the Client’s behalf in order for Hummingbird to provide a full service. If the Client fails to provide the relevant information for their package(s) after three months from the agreement date, Hummingbird holds the right to suspend or cancel any services the Client has with Hummingbird. If the Client wishes to un-suspend their account, they will be liable to pay additional fees.
21. Hummingbird may choose to cancel any service at the end of the subscription term of the relevant service. Hummingbird is not required to provide a reason for such an action.
22. Clients understand and agree that all services are supplied on a subscription basis only. Cancellation of the subscription by either party will result in loss of all services including any data stored by Hummingbird Clients will not be able to retain any aspect of the service elements provided in part or in whole once cancelled by either party.
Indemnifications:
23. The Client shall indemnify Hummingbird against all claims, costs and expenses which Hummingbird may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Hummingbird alleging that any services provided by Hummingbird in accordance with the Service Specification infringes a patent, copyright, or trade secret’ or another similar right of a third party.
Warranties:
24. Hummingbird warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
Limitation of Liability:
25. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Hummingbird to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
26. In no event shall Hummingbird be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This clause shall apply even where such a loss was reasonably foreseeable, or Hummingbird had been made aware of the possibility of the Client incurring such a loss.
27. Nothing in these Terms and Conditions shall exclude or limit Hummingbird’s liability for death or personal injury resulting from Hummingbird’s negligence or that of its employees, agents or sub-contractors.
Termination of Agreement:
28. Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within the said period and diligently proceeds to cure the default.
29. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment according to this Agreement.
Online Advertising
Please note your agreement is with Hummingbird, an independent business which does not act as an authorised reseller for any publisher.
1. These conditions shall apply to orders and agreements with Hummingbird for online advertising services. Any other proposed condition shall be void unless incorporated clearly in writing, on a sales order and accepted explicitly by Hummingbird
2. In exceptional circumstances a refund may be granted at the discretion of Hummingbird’s management.
3. In cases of Force Majeure, Hummingbird shall not 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. Hummingbird shall be entitled to an appropriate extension of its obligations after notifying the client of the nature and extent of such events.
4. Hummingbird shall be under no liability whatsoever by reason of error, including any translation error, for which it may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for as much of the space occupied or impressions served by the ad as is materially affected by the error.
5. All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection UK data protection laws. These include codes of practice and the confidentiality of personal information. Calls to and from the Hummingbird may be recorded.
6. Hummingbird holds the rights to edit, cancel or suspend any services/agreements.
7. All advertising is subject to availability.
8. Advertisement rates are subject to revision at any time. In the event of a rate increase, the advertiser will have the option to cancel the order without surcharge or continue the order at the revised advertisement rates.
9. A penalty charge of 30% of the total order value will be levied on all cancelled orders.
10. In the event of any disagreement regarding the number of impressions or visitors served, the advertiser agrees that the figures provided by third-party ad platforms are final and binding.
11. All online advertising is booked ‘run-of-site’ or “run-of-network” unless otherwise stated. This condition means advertising will appear anywhere on a particular website. When possible Hummingbird provides a screenshot of the booked advertisement, but this is not a condition of payment.
12. Estimated advertising performance is based on historical data and is not intended as a guarantee for future advertising returns.
13. If a problem is identified with the campaign’s performance, the client must make this known at the earliest possible opportunity. Claims for errors must be made within 30 days following the order date.
14. Your agreement is with Hummingbird, an independent business which does not act as an authorised reseller for any publisher.
15. The advertiser and advertising agency assume liability for all content (including text representation and illustrations) of advertisements published and also assume responsibility for any claims arising there from made against Hummingbird, including costs associated with defending against such a claim.
16. Hummingbird shall be under no liability for its failure for any cause to insert an advertisement.
17. Cancellations, changes of insertion dates and corrections must conform to deadlines.
18. Insertion orders are accepted by Hummingbird subject to the foregoing terms and conditions. Terms, conditions, rates or agreements not set forth herein or in then-current rate schedules are not binding on Hummingbird
19. Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within the said period and diligently proceeds to cure the default.
20. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment according to this Agreement.
*These terms and conditions apply to Hummingbird advertising services and its related subsidiaries.
For more information, please consult your Account Manager.
Free Artwork Design
1. Introduction
This policy outlines the terms and conditions for designing banner advertising artwork by Hummingbird Digital limited. The aim is to ensure a smooth and efficient design process with a limited number of revisions.
2. Design Process
a. The client shall provide a detailed creative brief, including any specific branding guidelines.
b. The design team at Hummingbird Digital Limited will create an initial banner design based on the provided brief.
c. The client is entitled to three rounds of amendments to refine the design.
3. Rounds of Amendments
a. The client must provide all requested amendments in writing, clearly specifying the changes required.
b. Each round of amendments will be completed within a reasonable timeframe agreed upon by both parties.
4. Additional Amendments
a. Any amendments beyond the initial three rounds will be subject to a fee of £65 per hour.
b. The client will be notified in advance of any additional charges, and work will only proceed upon their approval.
5. Approval Process
a. The client must provide written approval for the final design before it is considered complete.
b. Once approved, any further changes will be treated as new requests and may incur additional charges.
6. Payment Terms
a. The client agrees to pay the agreed-upon fee for the design services.
b. Invoices for additional charges related to extra amendments will be issued promptly upon completion of the work.
7. Ownership and Usage
a. Hummingbird Digital Limited retains full ownership rights to the completed design until a purchase agreement is reached.
b. The client has the option to purchase the exclusive ownership rights to the final approved design for an agreed-upon fee.
c. Upon receipt of the agreed-upon fee, ownership rights will be transferred to the client, and Hummingbird Digital Limited will not retain any further claims or usage rights.
d. Hummingbird Digital Limited reserves the right to showcase the completed design in its portfolio or promotional materials unless the client opts for complete exclusivity through the purchase agreement.
8. Confidentiality
a. Both parties agree to keep all project-related information confidential unless otherwise agreed upon.
b. Hummingbird Digital limited will not disclose any sensitive client information without explicit consent.
9. Communication
a. All communication regarding the design process will be conducted via email or a designated project management platform.
10. Termination of Services
a. Either party may terminate the design services in writing if there is a breach of contract or a failure to adhere to the terms outlined in this policy.
By engaging in the banner advertising design services provided by Hummingbird Digital Limited, the client agrees to abide by the terms and conditions outlined in this policy. Hummingbird Digital Limited reserves the right to update or modify this policy with prior notice to the client.
