Terms and Conditions

**In accessing hotratmedia.com, to purchase products or simply to browse the website’s content, you accept our Terms & Conditions and Privacy Policy.**

Consultant: Hot Rat Media hereafter referred to as The Consultant

Customer: By purchasing services from hotratmedia.com or using the website you are agreeing to adhere to the terms and conditions described below and are hereafter referred to as The Customer.

Parties:

The Customer (you)
The Consultant (Hot Rat Media)

The parties have agreed that the Consultant will provide the Services to the Customer in accordance with this Agreement.

It is agreed as follows.

Definitions and Interpretation
1. Definitions

The following definitions apply unless the context requires otherwise.

Business Day means a day upon which trading banks are open for business in London.

Commencement Date means the date the website was accessed or services were paid for by the customer.

Representatives mean, with respect to a party, the directors, officers or employees of that party and any contractors or advisers engaged by that party from time to time.

Services mean the tasks and functions described on hotratmedia.com or in a private email quotation.

Services Fee means the fee payable under clause 5.1.

Term

1. Term: One moth from date of purchase or renewal unless the customer has submitted a request for cancellation in writing prior to the renewal date.

Nature of Engagement

1. Independent contractor
  1. The Consultant is engaged by the customer as an independent contractor.
  2. Nothing in this Agreement creates a relationship between the customer on the one hand and the Consultant on the other hand of employer and employee, principal and agent, partnership or joint venture partners.
  3. Other than as expressly set out in this Agreement, the Consultant will not receive any benefits or employment related statutory entitlements which the customer’s employees have received, or may be entitled to receive, including (without limitation) the following benefits:
    1. annual, parental, personal (including sick and carer’s leave) or long service leave;
    2. superannuation;
    3. public liability, motor vehicle or life insurance;
    4. loans or leases given by the customer to their employees; or
    5. bonuses or distributions of cash or shares given by the customer to their employees.
2. No sub-contracting without consent

Neither the customer nor the Consultant may transfer, subcontract or assign any of their rights or obligations under this Agreement without first obtaining the other’s written consent.

1. No authority to bind the other party

Both the customer and the Consultant acknowledge that neither party has, or shall be deemed to have the authority to bind the other party.

Services

1. Acknowledgements and Agreements

It is hereby expressly acknowledged and agreed by the Company that:

The customer, including their validly and expressly appointed directors and officers, are solely responsible for making all decisions concerning the customers network, including but not limited to the decision as to whether or not to implement any advice, strategy or recommendation made including, but not limited to, such advice, strategies or recommendations which may be made provided during the course of providing the Services or implementing the Marketing Strategies.
the Consultant and its Representatives are independent arms-length professionals and provide the Services and Marketing Strategies to the Customer in the course of an independent arm’s-length business relationship with the Customer.
neither the Consultant nor its Representatives will act for, or undertake activities on behalf of, the Customer.
neither the Consultant nor its Representatives (whether jointly or severally) shall have or share control, at any time, over the general conduct of the affairs of the Customer.

neither the Consultant nor its Representatives (whether jointly or severally) consent to acting on behalf of the Customer, at any time.

1. Availability
  1. The Consultant may provide the Services and Marketing Strategies during the Term at times as may be agreed from time to time.
  2. Consultant shall render Services and Marketing Strategies hereunder at such times and places as shall be mutually agreed by the Customer and the Consultant.
2. Exclusion of liability
  1. Neither the Consultant nor its Representatives shall be liable, either jointly or severally, to the customer, their officers or shareholders, in any way, for:
    1. any acts and omissions which are committed by any of them or their respective Representatives; or
  2. Further, and without limitation, neither the Consultant nor its Representatives shall be liable, either jointly or severally, to the Customer, its officers or associates, in any way for any breach of copyright, negligence, or any other claim whatsoever, loss or damages, including consequential losses or damages and punitive damages or pecuniary penalty, arising out of or in connection with the Services or Marketing Strategies, including, but without limitation, any such claim which arise on account of any action, negligence or omission on the part of the Customer, its employees, contractors or agents, and the Customer shall indemnify the Consultant and its Representatives for any loss or liability, accordingly.
3. Provision of information

It is understood that the purpose of provision of the Services and Marketing Strategies is to provide periodic review and advice relevant to certain matters, and that neither the Consultant nor the Customer will benefit if the Consultant provides inaccurate advice or commentary based on insufficient information. To that end, the Customer shall

provide the Consultant, in advance, with accurate, unbiased and sufficient information for the Consultant and its Representatives to review the subject matter thereof, and shall promptly provide further information that the Consultant reasonably deems relevant to forming any pertinent conclusions relevant to the matter for discussion.

It is further acknowledged and agreed by the Company that the Consultant has no fiduciary obligation to the Customer, but instead a contractual one described by the terms of this Agreement; that the Consultant’s role is to provide independent advice and that service as a Consultant does not require the Consultant or its Representatives to be an advocate for the Customer or its products in any forum, public or private. The Customer expressly agrees that under no circumstances will this role be compromised or inaccurately represented.

Fees

1. Fee for the Services

The Company will pay the Consultant a Services Fee as described on hotratmedia.com or in a private email quotation.

1. Payment Terms
  1. The Customer will pay each instalment on the date on which it is expressed, due and payable into the bank account nominated by the Consultant in writing from time to time or via the payment method specified at checkout on hotratmedia.com.
  2. Without limiting in any way, the Consultants remedies for non payment, the Consultant may suspend its services, if payment of any instalment or invoice remains outstanding beyond fourteen (14) days after the due date.

Additional Indemnity

The Customer agrees to indemnify, defend and hold harmless, the Consultant and its Representatives, jointly and severally, against any and all losses, claims, expenses, obligations, damages and liabilities (including without limitation any taxes, fees, costs, levy or other imposts (including any charge, fines, penalties and interest) and attorneys’ fees and other costs and expenses of litigation) which are incurred by, imposed upon the Consultant, its Representatives or any one of them, in connection with any claims suits actions, demands or judgments arising out of this Agreement, the performance of the Services or Marketing Strategies or, without limiting the generality of the foregoing, otherwise arise out of any breach of this Agreement by the Customer.

No Exclusivity, Use of Logos, Provision of Information

1. Consultant and its Representatives do similar work for others

The customer acknowledges and agrees that the Consultant and its Representatives may, during the Term, and after the Term, and without any restriction or restraint, be directly or indirectly concerned or interested, whether as principal, agent, partner, shareholder, director, employee or otherwise, in businesses, corporations or entities in activities that may be of the same, or similar, in nature to any business being carried on by the Customer. The Customer consents to these activities and interests being undertaken and held by the Consultant and its Representatives

1. Use of Logos and trademarks

The Customer shall not use Consultant’s or its Representatives, names, logos, trademarks, or depictions without the prior written consent of the Consultant.

Termination

1. Termination
  1. The Customer may terminate this Agreement by written notice effective immediately if the Consultant fails to properly discharge its duties under this Agreement which has the direct effect of causing material damage or discredit to the business of the Customer which the Consultant, after receipt of prior written notice has failed to rectify to the reasonable satisfaction of the Customer within 14 Business Day.

1. 1. Without limiting the rights of the Consultant to suspend services he Customer may terminate this Agreement by written notice effective immediately if the Consultant:
    1. breaches a term of the Agreement and does not remedy that breach within 14 Business Days after receiving written notice from the Consultant

specifying the breach and requiring it to be remedied;

1. 1. 1. becomes insolvent or is unable to pay its debts or fails, or admits in writing its inability generally, to pay its debts as and when they become due.
  2. Termination of this Agreement shall not prejudice any claim that the Consultant or its Representatives may have as a result, inter alia, of any event which gives rise to a right of termination under Clause 8.

1. Termination by agreement

The Consultant or the Company may terminate this Agreement by mutual agreement between them upon such conditions as shall be mutually agreed.

1. Payment on termination
  1. If the Agreement is terminated other than pursuant to clauses 8.1(a) or 8.2 above the Company will pay the Consultant:
    1. the amount of fees due to the date that the Agreement is terminated; and
    2. the amount of the fees that would have become due and payable to the Consultant to the end of the Term.
  2. If the Agreement is terminated pursuant to clause 8.1(a) then the Customer’s payment to the Consultant will be limited to the amount of any fees due to the date that the Agreement is terminated.
  3. If the Agreement is terminated pursuant to clause 8.2 the Customer will pay to the Consultant the amount agreed by the parties at the time.
  4. For the avoidance of doubt, where the Agreement is terminated between two Instalment Due Dates, the amount of fees due to the date that the Agreement is terminated shall include:
    1. the amounts of any instalments due and payable on any Instalment Due Date falling prior to the termination date (to the extent that same had not yet been paid in full);
    2. the Accrued Percentage of the instalment falling due and payable on first Instalment Due Date falling after termination date;

1. Return of property

On termination of this Agreement, the Consultant will immediately deliver up to the Customer any property of the Customer which may be in its possession, power or control.

Governing Law

1. This contract is served under the Governing Law of the United Kingdom of Great Britain