Services Agreement

1. Introduction

1.1 This Agreement (the “Agreement”) is made and entered into by and between 22 Endeavours (hereinafter referred to as “22E”), and the individual or entity registering for Services (hereinafter referred to as “The Client”). 22E and The Client may also be referred to collectively as the (“The Parties”).

1.2 This Agreement sets forth the terms and conditions under which 22E shall provide Services to The Client and The Client shall pay 22E for such Services. The Agreement shall be deemed to include any and all attachments, exhibits, schedules, and appendices referred to herein or attached hereto or incorporated by reference.

2. Effective Date and Acceptance

2.1 This Agreement becomes effective and legally binding upon The Client’s completion of the registration process and acceptance of these terms.

2.2 By registering for Services, making payment, or using Deliverables provided by 22E, The Client acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Agreement.

2.3 No physical or electronic signature is required for this Agreement to be valid and enforceable. The act of registration and acceptance of these terms creates a legally binding agreement between The Parties.

3. Relationship between The Parties

3.1 It is understood and agreed upon that the relationship between The Parties shall be that of an independent contractor and a client.

3.2 Nothing contained within this scope of this Agreement shall be deemed or construed to create a partnership, joint venture, or agency relationship between The Parties. Neither Party shall have the authority to bind the other Party in any manner whatsoever.

3.3 Each Party shall be responsible for the payment of its own employees and shall not be considered an employee of the other Party for any purpose.

3.4 The Client shall not be responsible for providing any benefits, including but not limited to, vacation pay, sick leave, or retirement benefits, to 22E or its employees.

4. Services and Deliverables

4.1 The Client hereby engages 22E to provide the Services outlined in this Agreement.

4.2 22E hereby accepts such engagement and agrees to provide such Services to The Client in accordance with the terms and conditions outlined in this Agreement.

4.3 Deliverables, including but not limited to copywriting, creative assets, and advertising materials, will be tailored to The Client’s unique needs and objectives.

4.4 The exact nature, quantity, and scope of the Deliverables will be mutually agreed upon by both Parties prior to the start of this Agreement and may be modified as the work progresses to ensure they meet The Client’s advertising goals and provided in a separate document to The Client.

4.4 22E shall provide the Deliverables in accordance with the schedule outlined with The Client and shall use commercially reasonable efforts to meet agreed deadlines.

4.5 In the event of delays beyond 22E’s reasonable control (including but not limited to client delays in providing feedback, approvals, or materials), delivery schedules may be adjusted accordingly with written notice to The Client.

4.6 The Client shall have fourteen (14) days from delivery to notify 22E in writing of any material defects or non-conformities in the Deliverables. Failure to provide such notice within this period shall constitute acceptance of the Deliverables.

4.7 22E shall correct any material defects that are the result of 22E’s failure to meet the agreed specifications at no additional cost to The Client, provided such defects are reported within the acceptance period.

5. Fees and Payment Terms

5.1 The Client shall pay 22E for all Services provided under this Agreement in accordance with the terms and conditions set forth herein.

5.2 22E operates on a subscription basis and shall invoice The Client for all fees and expenses related to fulfilling the obligations of this Agreement, with payment required in advance before Services commence. All payments are processed through Stripe, which supports major credit and debit cards and various other payment methods.

5.3 22E will charge Client’s payment method for the chosen subscription plan monthly, beginning on the Effective Date and recurring each month thereafter, unless terminated in accordance with the termination provisions set forth in this Agreement.

5.4 The Client shall make all payments free and clear of any deduction, withholding or set-off of any nature, taxes, or charges.

5.5 22E shall be entitled to reimbursement for any reasonable expenses incurred in connection with the performance of this Agreement, upon presentation of receipts or other documentation required by The Client.

5.6 In event of any delay in payment, 22E reserves the right to delay the fulfilment of the Services or terminate this Agreement.

5.7 The price for the Services provided under this Agreement may be subject to change upon 15 days written notice by 22E to The Client. Any such price changes shall become effective on the date specified in the notice provided to The Client.

5.8 In the event that The Client objects to any price change, 22E may terminate this Agreement upon written notice to The Client which will come into effect upon the expiration of this Agreement.

6. Amendments and Modifications

6.1 This Agreement may be amended or modified by written agreement and subjected to mutual agreement by both Parties.

6.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.3 Any revisions, modifications, or additional work that are outside the original scope of services shall be subject to additional charges. 22E shall provide The Client with a written estimate of the additional costs, and The Client must approve such estimate in writing and provide full payment before 22E commences any additional work.

7. Ownership, Rights and Proprietary Information

7.1 22E acknowledges and agrees that any work produced and delivered to The Client under this Agreement, including but not limited to designs, articles, documents, reports, and other materials, shall be the sole property of The Client once payment has been received in full.

7.2 The Client shall retain ownership of all proprietary information, including but not limited to, inventions, designs, methods, processes, articles, documents, reports, and any other proprietary information developed and delivered by 22E under this Agreement, once payment has been received in full.

7.3 22E shall take all necessary steps to transfer the ownership, rights, and proprietary information to The Client promptly upon completion of the Services. This includes, but is not limited to, submitting all necessary paperwork, including copyrights and trademark registrations, and providing access to any software or other materials necessary to operate, maintain, and protect the work.

7.4 22E shall have a non-exclusive, non-transferable license to use such proprietary information solely for the purposes outlined in this Agreement.

8. Title to Material

8.1 22E shall have the right to use materials, equipment, and tools only for the purpose of providing the Services outlined in this Agreement.

8.2 22E shall take all reasonable care to protect such materials, equipment, and tools from damage or loss while in the possession of 22E and shall be liable for any loss or damage to such materials, equipment, and tools except to the extent such loss or damage is caused by The Client.

8.3 22E shall retain title to all materials, tools, equipment, and other tangible property used or furnished in the performance of this Agreement until the payment for the Services provided to The Client under this Agreement has been received in full.

8.4 Upon completion of the Services provided under this Agreement, and receipt of full payment, 22E shall transfer title to The Client for all materials, and other tangible property used or furnished in the performance of this Agreement.

8.5 The Client shall be responsible for any loss or damage to the materials, tools, equipment, and other tangible property while in the possession of The Client.

8.6 The Client shall be responsible for any costs associated with the transfer of title, including but not limited to, any legal fees or other expenses incurred by 22E.

9. Third-Party Materials

9.1 The Deliverables may include or interact with Third-Party Materials, including but not limited to stock images, stock videos, fonts icons, templates, licensed data, and analytical tools.

9.2 22E will notify The Client of any such Third-Party Materials included in or required for use with the Deliverables prior to delivery.

9.3 All Third-Party Materials are subject to the terms of their applicable third-party license agreement (Third-Party Agreement).

9.4 22E will provide a copy of any relevant Third-Party Agreement or online terms upon The Client’s request.

9.5 The Client agrees to comply with all applicable Third-Party Agreements, and any breach thereof by The Client will be considered a breach of this Agreement.

9.6 Ownership of all Third-Party Materials, including all associated Intellectual Property Rights, remains with their respective owners, subject to any licenses or sublicenses granted to The Client under the applicable Third-Party Agreement and/or this Agreement.

9.7 In the event that Deliverables incorporate third-party fonts requiring a commercial license for legal reproduction, distribution, or public display, 22E will notify The Client in writing.

9.8 This notice will specify which third-party fonts require licenses, the necessary licenses, and the rights-holder(s) to contact for purchase.

9.9 Upon such notification, The Client assumes full responsibility for obtaining the required licenses and any consequences resulting from failure to obtain such licenses.

10. Duration

10.1 The term of this Agreement shall commence on the Effective Date and shall continue until a period agreed upon by both Parties.

10.2 The Services outlined in this Agreement shall commence once payment has been received in full by 22E.

10.3 The Services under this Agreement are being provided on a monthly subscription basis, the Agreement shall renew automatically for successive one-month periods.

10.4 The Parties agree that this Agreement shall remain in effect, unless terminated in accordance the policies set forth in Section 11 (“Termination”) of this Agreement.

11. Termination

11.1 Either Party may terminate this Agreement upon written notice in the event of a material breach by the other Party, or if the other Party becomes insolvent, bankrupt, or makes an assignment for the benefit of creditors.

11.2 A material breach includes but is not limited to payment delays, confidentiality violations, failure to cooperate, intellectual property breaches, and actions frustrating the Agreement’s purpose.

11.3 In the case of a breach, the Non-Breaching Party shall provide written notice describing the breach. The Breaching Party shall have 7 days (“Cure Period”) to remedy it. If uncured, the Non-Breaching Party may terminate this Agreement for cause by written notice.

11.4 Either Party may terminate this Agreement for convenience with written notice of 14 days for monthly subscriptions, or 7 days for per-project engagements.

11.5 Upon termination, 22E shall be entitled to retain all payments made by The Client for Services rendered, and for expenses incurred as a result of the termination.

11.6 All rights and obligations of The Parties under this Agreement which by their nature shall survive termination, including but not limited to, any rights or obligations with respect to payment, confidentiality, and ownership of intellectual property.

12. Communications

12.1 The Client hereby agrees and consents to receive all communications from 22E electronically. This includes, but is not limited to, agreements, notices, disclosures, updates, and any other communications related to this Agreement, or the Services provided under it.

12.2 Such communications may be delivered via email or through digital platforms as designated by 22E and shall satisfy any legal requirement that such communications be in writing.

12.3 The Client further agrees to the use of electronic signatures, contracts, orders, authorisations, and other records in connection with this Agreement, and acknowledges that such electronic forms are legally binding.

12.4 Client is responsible for maintaining current contact information and ensuring technical capability to receive electronic communications.

12.5 The Client waives any rights or requirements under any applicable laws that require original signatures or non-electronic delivery or retention of records.

13. Data Protection

13.1 The Parties acknowledge that while providing and receiving the Services under this Agreement, certain Personal Data (“Personal Data”) may be processed.

13.2 The Parties agree to comply with all applicable laws and regulations related to data protection, including but not limited to, the General Data Protection Regulation (GDPR) and any other applicable data protection laws and regulations.

13.3 22E shall process the Personal Data only in accordance with the instructions provided by The Client, including but not limited to, for the purpose of providing the Services under this Agreement.

13.4 22E shall not use the Personal Data of The Client for any other purposes other than to fulfil the obligations under this Agreement, without the prior written consent of The Client.

13.5 22E shall take appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

13.6 22E shall promptly delete or return all Personal Data to the Client upon request or upon the termination or expiration of this Agreement and shall delete existing copies, unless required by applicable laws.

14. Confidentiality Agreement

14.1 The receiving party (“The Recipient”) agrees to hold in confidence and not to disclose or use any confidential information disclosed by the disclosing party (“The Discloser”) for any purpose other than for the specific purpose for which such confidential information is furnished to The Recipient.

14.2 The Recipient shall use at least the same degree of care to protect The Discloser’s confidential information as The Recipient uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

14.3 If The Discloser or its representatives have designated certain information as “confidential,” “proprietary” or some similar designation, such information shall be considered confidential information hereunder.

14.4 Confidential information includes any information designated as confidential by The Discloser, whether marked as ‘confidential’ or ‘proprietary,’ communicated orally with subsequent written confirmation, or that would reasonably be understood as confidential under the circumstances.

14.5 The obligations of confidentiality shall not apply to information that The Recipient can demonstrate: (i) was publicly known at the time of disclosure or subsequently became publicly known through no fault of The Recipient; (ii) was in The Recipient’s lawful possession at the time of disclosure; (iii) was independently developed by The Recipient; or (iv) was lawfully disclosed to The Recipient by a third-party without restriction on disclosure.

14.6 The obligations of The Recipient with respect to confidential information shall survive the termination of this agreement.

14.7 This section does not prohibit The Recipients from disclosing confidential information as required by any legal or regulatory authority, provided that The Recipient shall give The Discloser prior notice of such disclosure to the extent legally permitted.

15. Marketing and Promotional Use

15.1 22E reserves the right to showcase The Client’s work, use The Client’s name, logo, images, and other reproductions from the Services rendered under this Agreement on 22E’s website, portfolio, and promotional materials, but shall not use such materials for any other commercial purposes.

15.2 If The Client does not permit 22E to use such information, The Client must provide written notice to 22E specifying the restrictions on use.

16. Force Majeure

16.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from a cause beyond its reasonable control, including but not limited to, acts of God, war, strikes, or labor disputes, embargoes, network difficulty, electronic outage, hosting outage, and the feasibility or reliability of any third-party website, server, or technology, government orders or any other similar events (“Force Majeure Event”).

16.2 The Party affected by a Force Majeure Event shall give the other Party prompt written notice thereof and shall use its best efforts to minimise the impact of the Force Majeure Event on the performance of its obligations.

16.3 If a Force Majeure Event continues for more than 14 days, either Party may terminate this Agreement upon written notice to the other Party.

17. Representations and Warranties

17.1 Each Party represents and warrants to the other Party that:

(a) It is a validly existing company and has the full right, power, and authority to enter into and perform this Agreement.

(b) It shall comply with all applicable laws, regulations, and ordinances in the performance of its obligations under this Agreement.

(c) It shall not disclose any Confidential Information of the other Party to any third-party without the prior written consent of the other Party.

(d) It shall not enter into any agreement or understanding with any third-party that would restrict the other Party’s ability to fully perform its obligations under this Agreement.

17.2 22E additionally represents and warrants that:

(a) It shall perform its obligations under this Agreement in compliance with The Client’s reasonable written instructions.

(b) It shall use reasonable care and perform its obligations in a professional and timely manner, in accordance with industry standards.

(c) It shall not enter into any agreement or incur any obligation that conflicts with this Agreement.

(d) It shall promptly notify The Client of any actual or potential conflicts of interest that may arise during the term of this Agreement.

(e) To the best of its knowledge, the Services do not infringe on any intellectual property rights of any third parties.

17.3 The Client additionally represents and warrants that:

(a) It shall provide 22E with all necessary information and cooperation to enable 22E to perform its obligations under this Agreement.

(b) It shall use reasonable care in its use of the Services provided by 22E.

18. Assignment

18.1 Neither Party may assign this Agreement or delegate any of its obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without the consent of the other Party to any affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.

18.2 Any attempted assignment or delegation in violation of this provision shall be void.

18.3 This Agreement shall be binding upon and inure to the benefit of The Parties hereto and their respective successors and assigns.

19. Waiver

19.1 The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

19.2 No waiver of any provision of this Agreement shall be effective unless in writing and signed by The Party against whom enforcement is sought.

19.3 A waiver of any provision of this Agreement on one occasion shall not be deemed a waiver of such provision or any other provision on any other occasion.

20. Indemnification

20.1 Each Party shall indemnify, defend, and hold the other Party and its officers, directors, employees, agents and assigns harmless from and against all claims, damages, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of or in connection with:

(a) The indemnifying Party’s breach of any representation, warranty or covenant made by it under this Agreement.

(b) Any claim arising out of the negligence or misconduct of the indemnifying Party, its employees, or agents.

20.2 22E shall indemnify The Client for any claim that the Services provided by 22E infringe on any intellectual property rights of a third-party.

20.3 Each Party’s indemnification obligations hereunder shall survive the termination of this Agreement.

21. Limited Liability

21.1 The liability of 22E to The Client under this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount of fees paid by The Client to

22E under this Agreement in the 12 months preceding the claim.

21.2 In no event will 22E be liable for any failure, disruption, downtime, interruption, delay, inaccuracy, or other non-performance factors relating to the Services provided within this Agreement that result from circumstances beyond 22E’s reasonable control.

21.3 In no event shall 22E be liable to The Client for any indirect, incidental, special, or consequential damages, or for any loss of profits, revenue, or data, or for any damage to or loss of property or equipment, even if 22E has been advised of the possibility of such damages.

22. Severability

22.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

22.2 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

23. Governing Law and Jurisdiction

23.1 This agreement shall be governed by and construed in accordance with the laws of England and Wales, unless otherwise agreed in writing by both Parties.

23.2 The Parties agree to submit to the exclusive jurisdiction of these courts and waive any objections to venue or jurisdiction in these courts.

24. Binding Effect

24.1 This agreement shall be binding upon and inure to the benefit of The Parties hereto and their respective heirs, legal representatives, successors, and assigns.

24.2 Each party has the right to assign this Agreement to any of its affiliates or to any third-party, provided that the assignee agrees to be bound by the terms and conditions of this Agreement.

25. Entire Agreement

25.1 This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements, understandings, negotiations, discussions, or representations, whether written or oral, relating to the subject matter of this Agreement.

25.2 This Agreement may only be modified by 22E through updated terms posted on the Company’s website. Continued use of Services after such modifications are posted shall constitute Client’s acceptance of the revised terms. 22E will provide reasonable notice of material changes, which may include email notification or prominent website posting.

25.3 Each Party acknowledges that they have read and understood the terms of this Agreement and have entered into it voluntarily and without duress.