This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which the Client (the “Client”) has engaged IBG International Limited (trading as “IBG ”) to perform certain Services (the “Services”) as outlined herein. This is a legally binding agreement between the Client and IBG . By becoming a IBG client, the Client agrees to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which the Client submits their order for Services to IBG.
WHITE LABEL/RESELLERS
For the purposes of this clause, the following definitions apply:
Reseller: an individual or organisation using IBG to provide white-labelled services for their own clients.
5.1 All terms and conditions within this agreement apply to any client of the Reseller.
5.2 Resellers must pay IBG for Services in advance of services for their own clients. The Reseller is solely responsible for collecting payment from their own clients. If a client of the Reseller does not pay the Reseller, IBG will not refund the Reseller for the rendering of Services. It is the Reseller’s responsibility to notify IBG at support@.oimacdemlaicosgbiibgsocialmedia.com as soon as possible for any client of the Reseller that is cancelling. If the Reseller fails to notify IBG about their own client’s cancellation by the method outlined in this agreement, and IBG continue to render Services, the Reseller will be fully responsible for the payment of Services rendered, and there will be no refunds offered. It is the Reseller’s responsibility to review the content produced by IBG and to manage and facilitate communication between the Reseller’s client and IBG in a prompt manner.
5.3 After a White Label Order has been placed, IBG shall not directly or indirectly approach the Reseller’s client, intentionally interfere with the relationship of the Reseller and their client, or endeavour to entice clients away from the Reseller. The relationship between IBG and Resellers shall remain private.
5.4 The amount of monthly revisions available to Resellers (if any) is at the discretion of IBG .
WARRANTY DISCLAIMERS
IBG expressly disclaims any and all warranties regarding or related to this agreement, the Services or any materials or assistance provided to the Client, express or implied, including without limitation the warranties or merchantability, course of performance or dealing, trade practice, title, no-infringement, and fitness for particular purpose.
INDEMNITY
7.1 The Client will indemnify and hold harmless IBG and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable solicitors’ fees) arising out of or relating to any breach by the Client of any of the terms of this Agreement.
7.2 IBG only uses images provided by the Client, or royalty-free images from databases paid for by IBG , for marketing use when creating social media posts. Regardless, the Client will indemnify and hold harmless IBG and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable solicitors’ fees) arising out of or relating to any issues with content posted to the Client’s social media profiles that results in any claims of copyright infringement. The Client agrees to assume full responsibility for the content posted to their accounts.
LIMITATION OF LIABILITY
IBG shall not be liable to the Client or any entity or person claiming through or under the Client for any loss of profit or income or other indirect, consequential, incidental, or special damages, whether in an action for contract or tort, in connection with this agreement, even if IBG has been advised of the possibility of such damages. Under no circumstances shall IBG ’s liability to the Client hereunder exceed the amount paid to IBG by the Client for the previous one (1) month of services. This limit is cumulative and the existence of more than one claim will not enlarge the limit. The Client acknowledges that these limitations of liability are an essential element of the agreement between the parties and in their absence the terms and conditions of this agreement would be substantially different.
MODIFICATION OF AGREEMENT AND GOVERNING LAW
9.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in IBG ’s sole discretion, and the most current agreement will always be published here. An email communication sent to the Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties successors and permitted assigns; provided however, that the Client may not assign this Agreement, in whole or in part, without IBG ’s prior written consent and any assignment by the Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in the United Kingdom, and the parties hereby consent to the jurisdiction of the courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.K. Royal Mail, return receipt requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party.
9.2 Disputes – IBG will take action via legal routes if necessary, if the Client breaches these Terms of Service. The Client’s account will then be turned over to debt collection and IBG will report the Client to the necessary credit reference agencies.
9.3 This Agreement will supersede and replace all other agreements between the Parties of the same subject matter, including any agreements, directions, or claims made by IBG’s employees, unless a formal variance is confirmed and agreed to by the Client and executive level management at IBG. This includes the Managing Director of IBG.