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Terms & Conditions

LET’S SING LIMITED – Trading as Sing!

1. INTRODUCTION

These Terms & Conditions (“Terms”) govern the provision of services by Let’s Sing Limited, trading as Sing! (“Agency”), to the Client.

These Terms shall apply to all Services provided by Let’s Sing Limited under the trading names Sing!, Growth Story and any current or future trading name, brand, division or business name operated by Let’s Sing Limited.

References throughout these Terms to the “Agency” shall include Sing!, Growth Story and any current or future trading names, brands, divisions or business names operated by Let’s Sing Limited.

By signing an Insertion Order (“IO”), Statement of Work (“SOW”), proposal, quotation or otherwise instructing the Agency to commence Services, the Client agrees to be bound by these Terms.

The current version of these Terms & Conditions shall be made available on the Agency website. The Agency reserves the right to amend these Terms from time to time. Updated versions shall apply to future Services from the date of publication unless otherwise agreed in writing.

2. DEFINITIONS

For the purposes of these Terms:

Agency means Let’s Sing Limited and includes all current and future trading names operated by the company.

Client means the person, company, organisation or entity purchasing Services from the Agency and, where more than one Client exists, liability shall be joint and several.

Services means all services provided by the Agency including media planning and buying, podcast advertising, creator and influencer marketing, paid media management, content production, consultancy, training, reporting, analytics and any related services.

Fees means the fees payable by the Client for the Services.

Confidential Information means any non-public commercial, financial, operational, technical or proprietary information disclosed by one party to the other.

3. SERVICES

The Agency may provide Services including but not limited to:

  • Media Planning and Buying
  • Podcast Advertising and Sponsorships
  • Creator and Influencer Marketing
  • Paid Media Management
  • Content and Video Production
  • Strategic Consultancy
  • Training and Workshops
  • Reporting and Analytics
  • Marketing and Advertising Services

The specific Services to be provided shall be set out in the applicable IO, SOW, proposal or quotation.

4. ACCOUNT MANAGEMENT

The Agency shall appoint an Account Manager who shall act as the primary day-to-day point of contact for the Client.

5. APPROVALS

No Services, media bookings, production activity or third-party commitments shall commence until written approval has been received from the Client.

Written approval may be provided by signed document, email confirmation or other written instruction from an authorised representative of the Client.

6. FEES AND PAYMENT

6.1 Fees

Fees shall be detailed within the applicable IO, SOW, proposal or quotation.

6.2 Payment Terms

Unless otherwise agreed in writing:

  • Invoices are payable within thirty (30) days of the invoice date;
  • Media costs may require advance payment;
  • Production projects may require deposits;
  • Third-party costs may require prepayment.
6.3 VAT

All Fees are exclusive of VAT unless expressly stated otherwise.

6.4 Suspension

The Agency reserves the right to suspend Services where payment remains overdue.

7. THIRD-PARTY COSTS

The Client shall be responsible for all approved third-party costs including:

  • Media spend
  • Creator fees
  • Influencer fees
  • Production costs
  • Supplier fees
  • Platform charges
  • Distribution costs

Once approved or committed, such costs may be non-refundable and shall remain payable by the Client.

8. CLIENT RESPONSIBILITIES

The Client shall:

  • Provide approvals, information and materials in a timely manner;
  • Ensure all supplied content is lawful and appropriately licensed;
  • Obtain all permissions, consents and approvals necessary for the Services.

The Client warrants that all materials supplied do not infringe the intellectual property rights or other rights of any third party.

9. CHANGES TO SCOPE

Any work requested outside the agreed scope of Services may result in additional Fees.

No additional work shall commence until approved by the Client.

10. PERFORMANCE OF SERVICES

The Agency shall perform the Services with reasonable skill, care and diligence.

The Agency does not warrant or guarantee:

  • Sales performance;
  • Advertising performance;
  • Audience growth;
  • Platform performance;
  • Return on investment;
  • Revenue outcomes; or
  • Any other commercial result.

11. INTELLECTUAL PROPERTY

Upon receipt of all Fees due, ownership of final approved deliverables created specifically for the Client shall transfer to the Client.

The Agency shall retain ownership of:

  • Proprietary methodologies;
  • Frameworks;
  • Templates;
  • Know-how;
  • Processes; and
  • Pre-existing intellectual property.

Unless otherwise agreed in writing, the Agency may reference completed projects within its portfolio, website, marketing materials and case studies.

12. CONFIDENTIALITY

Each party shall maintain the confidentiality of all Confidential Information received from the other party.

Neither party shall disclose Confidential Information except:

  • as required by law; or
  • as reasonably necessary for the performance of the Services.

These obligations shall survive termination for five (5) years and indefinitely in relation to trade secrets.

13. DATA PROTECTION

The parties shall comply with:

  • The General Data Protection Regulation (GDPR);
  • The Data Protection Acts 1988–2018; and
  • All applicable Irish data protection legislation.

Where applicable:

  • The Client shall act as Data Controller;
  • The Agency shall act as Data Processor.

The Agency may engage subcontractors where necessary and shall ensure appropriate contractual safeguards are in place.

14. LIMITATION OF LIABILITY

Nothing in these Terms shall exclude liability for:

  • Fraud;
  • Fraudulent misrepresentation;
  • Death or personal injury caused by negligence; or
  • Any liability that cannot legally be excluded.

Subject to the foregoing:

The Agency shall not be liable for indirect, consequential, incidental or special loss, including loss of profit, revenue, business opportunity, goodwill or anticipated savings.

The Agency shall not be responsible for the acts, omissions or failures of third-party publishers, media owners, platforms, creators, influencers or suppliers.

The Agency’s total aggregate liability shall not exceed the Fees paid by the Client during the six (6) months preceding the event giving rise to the claim.

15. INDEMNITY

The Client shall indemnify and hold harmless the Agency from any claims, liabilities, losses, damages, costs or expenses arising from:

  • Client materials;
  • Client instructions;
  • Breach of these Terms; or
  • Infringement of third-party rights.

16. INSURANCE

Each party shall maintain insurance appropriate to its business activities and legal obligations.

17. NON-SOLICITATION

Neither party shall directly employ, engage or solicit for employment any employee or contractor of the other party involved in the Services during the term of the engagement and for twelve (12) months thereafter.

18. ASSIGNMENT AND SUBCONTRACTING

The Client may not assign its rights or obligations without the Agency’s prior written consent.

The Agency may subcontract elements of the Services and may assign its rights and obligations provided it remains responsible for delivery.

19. TERMINATION

Either party may terminate immediately by written notice where the other party:

  • Commits a material breach and fails to remedy that breach within fourteen (14) days;
  • Fails to pay any undisputed invoice when due;
  • Becomes insolvent or enters liquidation, receivership or examinership; or
  • Ceases or threatens to cease trading.

The Agency may suspend Services immediately where the Client breaches these Terms.

Unless otherwise agreed in writing or specified within an applicable IO, SOW, proposal or campaign agreement, either party may terminate an ongoing retainer arrangement by providing not less than ninety (90) days’ written notice.

Where Services relate to a fixed-term campaign, project, production engagement or media booking, the termination provisions contained within the relevant IO, SOW or campaign agreement shall apply.

The Client shall remain liable for all Fees, committed media spend, creator fees, supplier costs, production costs and approved third-party costs incurred or committed up to the effective date of termination.

20. COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, regulations, advertising standards and industry codes relevant to the Services.

21. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations where such delay or failure arises from events beyond its reasonable control.

22. RELATIONSHIP OF THE PARTIES

Nothing in these Terms shall create a partnership, joint venture, employment relationship or agency relationship between the parties.

23. RIGHTS TO REFUSE CONTENT

The Agency reserves the right to refuse, suspend, amend or remove content or activity which may:

  • Be unlawful;
  • Breach advertising regulations;
  • Breach platform policies; or
  • Expose the Agency to legal, regulatory or reputational risk.

24. MEDIA OWNER, PLATFORM AND CREATOR TERMS

The Client acknowledges that media owners, publishers, creators, influencers and digital platforms may impose their own terms and conditions.

The Agency shall not be liable for changes, suspensions, restrictions, removals or policy decisions implemented by such third parties.

25. ENTIRE AGREEMENT

These Terms together with any applicable IO, SOW, proposal or quotation constitute the entire agreement between the parties.

26. SEVERABILITY

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

27. WAIVER

No delay or failure to exercise any right shall constitute a waiver of that right.

28. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of Ireland.

The parties submit to the exclusive jurisdiction of the Irish Courts.

29. ACCEPTANCE

By signing an IO, SOW, proposal, quotation or otherwise instructing the Agency to commence Services, the Client confirms acceptance of these Terms.