Our terms & conditions

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Parties

1. CMO In A Box is a registered trademark and brand owned by CMOINA Ltd, a company registered in England and Wales with company number 15953341. The names "CMO In A Box" and "CMOINA Ltd" are used interchangeably and any references to CMO In A Box implicate the company abbreviation: CMOINA Ltd.

2. The customer who completes the questionnaire on cmoina.com and pays for a CMO In A Box service ("The Client)

 

Background

(A) CMO In A Box operates an online marketing and brand services platform through which it provides pre-defined marketing services to clients.

(B) The Client wishes to purchase certain marketing services from CMO In A Box as set out in Schedule 1.

(C) The provision of the Services by CMO In A Box is dependent on the Client providing all necessary data and documents to brief the project adequately.

(D) The timeframe for delivery of the Services will only be set once CMO In A Box has verified and formally accepted the Client’s initial brief in writing.

(E) The process will conclude with a one (1) hour virtual video call presentation by CMO In A Box to the Client, following which the Client will have one (1) round of feedback and requested amendments to be discussed in the one (1) hour call and confirmed in writing over email to CMO In A Box following the call.

(F) Once CMO In A Box has made any required amendments, the Client will be deemed to have accepted the delivered Services and goods.

1. Definitions

1. Business Day means any day other than a Saturday, Sunday or public holiday in England and Wales.

2. Commencement Date means the date this agreement is made as stated on the cover page.

3. Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this agreement.

4. Fees means the fees payable by the Client for the Services as set out in Schedule 1.

5. Force Majeure means any event outside the reasonable control of either party including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, disease, compliance with any law or governmental order, rule, regulation or direction.

6. Intellectual Property Rights means any patent, registered design, copyright, design right, topography right, trade mark, service mark, application to register any of the aforementioned rights, trade secret, right in unpatented know-how, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world.

7. Schedules means the schedules attached to this agreement.

8. Services means the marketing and brand services to be provided by CMO In A Box to the Client as specified in Schedule 1.

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2. Scope of Services

1. Description of Services. The Services to be provided by CMO In A Box to the Client under this Agreement are the pre-defined marketing services as set out in Schedule 1.

2. Conditions Precedent. The provision of the Services by CMO In A Box is conditional on the Client providing all necessary data, documents and information to adequately brief the project in writing.

3. Timeframe. The timeframe for delivery of the Services will be set once CMO In A Box has verified and formally accepted the Client's initial written brief. For the Brand Growth Strategy plan, this has a set 14 working day turn around time which starts once the Client’s questionnaire, data, and 50% payment have been received, the data has been verified by CMO In A Box to be satisfactory, and CMO In A Box has formally accepted the brief via confirmation over email to the Client.

4. Presentation and Feedback

   1. The process will conclude with a one (1) hour virtual video call presentation of the delivered Services by CMO In A Box to the Client.

   2. The Client will have one (1) opportunity to provide written feedback and requested amendments to CMO In A Box following the 1 hour presentation.​

5. Final Acceptance

1. Once CMO In A Box has made any required amendments, the Client will be deemed to have accepted the delivered Services and goods

3. Fees and Payment Terms

1. Fees

   1. The Fees payable by the Client for the Services shall be as set out in Schedule 1.

   2. All Fees are quoted exclusive of VAT, which shall be payable in addition by the Client at the prevailing rate.

2. Payment Schedule

   1. An initial non-refundable deposit of 50% of the total Fees shall be payable by the Client to CMO In A Box within 30 days of signing this Agreement and no work will start until this has been received.

   2. The remaining balance of 50% of the total Fees shall be payable by the Client within 30 days of delivery of the final Services.

3. Invoicing

   1. CMO In A Box shall invoice the Client or the Client can order the services through cmoina.com which takes card payment for the initial deposit on signature of this Agreement.

   2. CMO In A Box shall invoice the Client or the Client can pay for the services through cmoina.com which takes card payment for the remaining balance of Fees on delivery of the final Services.

4. Payment Terms

   1. Unless otherwise agreed in writing, all invoices are payable by the Client within 30 days of the date of invoice.

   2. If any sum payable is not paid when due then (without prejudice to other remedies) CMO In A Box may charge interest on such sum from the due date at the annual rate of 8% above the base lending rate from time to time of Barclays Bank PLC.

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4. Confidentiality

1. Definition of Confidential Information. "Confidential Information" means any information disclosed by a party to the other party under or in connection with this agreement which is marked as confidential or should reasonably be considered as confidential given its nature and the circumstances of its disclosure.

2. Obligation of confidentiality. Each party agrees:

   1. to keep the other party's Confidential Information confidential and not disclose it to any other person other than its officers and employees whose duties reasonably require such disclosure; and

   2. to use the other party's Confidential Information solely in connection with the performance of its obligations under this agreement and not for its own benefit or the benefit of any third party.

3. Permitted disclosures. Clause 4.2 does not apply to the extent that Confidential Information:

   1. is or becomes public knowledge other than by breach of this agreement;

   2. is in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party; or

   3. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.

4. Data protection. Each party agrees to comply with applicable data protection laws in relation to the other party's Confidential Information and only process such information as necessary to perform this agreement.

5. Survival. The obligations of confidentiality under this clause 4 survive termination of this agreement

5. Intellectual Property

1. Ownership of pre-existing IP. Any Intellectual Property Rights owned by a party prior to the Commencement Date shall remain the property of that party.

2. Ownership of new IP. All Intellectual Property Rights created by the Company as part of the Services shall be transferred to the Client once final payment is received. The Client shall own any Intellectual Property Rights contained in the materials and data provided by the Client for the purposes of the Services.

3. Rights to use materials. The Company is hereby granted a perpetual, irrevocable, worldwide, non-exclusive licence to use any materials created as part of the Services for marketing, promotional and reference purposes. The Company can anonymise any of the Client's materials when used for such purposes if expressly requested to do so by the Client.

4. No infringement. It is the responsibility of the Client to ensure any materials or Intellectual Property Rights provided to or created by the Company shall not infringe the Intellectual Property Rights of any third party and that it has the necessary rights and authority to grant the licences in this agreement. It is also the responsibility of the Client to file for any trademarks they require as a result of the work created by the Company.

6. Warranties

1. Authority. Each party warrants that it has full power and authority to enter into this agreement.

2. Performance of obligations. Each party warrants that it shall perform its obligations under this agreement with reasonable care and skill.

3. No conflict of interest. Each party warrants that it is not subject to any obligation, contractual or otherwise, that prevents it from entering into this agreement or will hinder or restrict its ability to perform its obligations under this agreement.

4. Accuracy of information. The Client warrants that all information provided to the Company is complete and accurate.

5. Lawful processing of personal data. The Client warrants that it has obtained all necessary consents for the Company to process any personal data provided by the Client for the purposes of providing the Services.

6. Infringement of third party rights. Each party warrants that the performance of its obligations under this agreement shall not infringe any intellectual property or other rights of any third party.

7. Viruses. The Client warrants that any materials or data provided are free from viruses and other malware that may damage or interfere with the Company's systems.

7. Limitation of Liability

1. The liability of each party under or in connection with this agreement, whether arising from negligence, breach of contract or otherwise, shall in no circumstances exceed the total Fees paid or payable by the Client under this agreement.

2. Neither party shall be liable to the other party in contract, tort (including negligence) or otherwise for any loss of profit, loss of business or contracts, loss of anticipated savings, loss of or corruption to data, or any indirect or consequential loss or damage of any nature whatsoever.

3. Nothing in this agreement shall limit or exclude a party's liability for:

   1. death or personal injury caused by its negligence;

   2. fraud or fraudulent misrepresentation; or

   3. any other liability that cannot be limited or excluded by law.

4. The Client shall mitigate any loss or damage that it suffers or incurs.

5. The Client must notify any claims against the Company arising out of or in connection with this agreement in writing, specifying the nature and details of the claim, within 6 months of the issue arising, failing which the Company shall have no liability for the claim.

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8. Termination

1. Either party (the "Terminating Party") may terminate this agreement for material breach by the other party (the "Breaching Party") by serving not less than 30 days' written notice on the Breaching Party specifying the breach and requiring it to be remedied. If the breach has not been remedied at the expiration of the notice period, this agreement will terminate.

2. The Client may terminate this agreement for convenience by providing the Company with not less than 30 days' written notice. The Company will bill the Client for any time and expenses incurred before notice was served.  

3. The Company may terminate this agreement for convenience by providing the Client with not less than 90 days' written notice.

4. Upon termination, all outstanding Fees shall become immediately payable in full.

5. Termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

6. Upon termination, each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party.

7. Termination of this agreement shall not affect the continuing rights, remedies, obligations or liabilities of the parties under clauses confidentiality, intellectual property, limitation of liability which shall survive termination.

9. Governing Law and Jurisdiction

1. Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

2. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

10. Dispute Resolution

1. Mediation

   1. The parties shall attempt to settle any dispute arising out of or relating to this Agreement by mediation in accordance with the CEDR Model Mediation Procedure.

   2. To initiate mediation, a party shall give notice in writing ("ADR Notice") to the other party, requesting mediation.

   3. If there is any dispute as to whether mediation has failed, the dispute shall be referred to arbitration.

2. Arbitration

   1. If the dispute is not settled by mediation within 30 days of service of the ADR Notice, the dispute shall be and is hereby referred to and finally resolved by arbitration under the Arbitration Act 1996.

   2. The seat of arbitration shall be England and Wales.

   3. The arbitration shall be conducted in the English language.

   4. The number of arbitrators shall be one.

3. Small claims track

   1. Where the total value of the matters in dispute is less than the small claims track limit specified in the Civil Procedure Rules 1998, proceedings may be commenced in the small claims track of the county court. IN WITNESS whereof this Agreement has been duly executed by the authorised representatives of the parties on the date below.

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Schedule 1

 

​1. Brand Growth Strategy Package

- Description of services included:

Competitor audit inc. price competitiveness

Audience market research via survey data

Brand audit of existing touchpoints, identity, marketing channels and comms

Definition of market positioning and where you can play that is different to competitors

Clear USPs (unique selling propositions) that you can use in messaging which have been designed to appeal to your target audience and deliver on your brand positioning

1 year marketing plan in the form of a marketing calendar and media mix recommendations

- Fees: £8,000

- Timeframe: 14 days from point of the Company accepting formally over email the Client’s brief

 

2. Brand Guidelines And Assets Package

- This package can only be done if the Brand Growth Strategy Package has been ordered previously.

- Description of services included:

Set of brand assets as required. This could include but is not limited to a brand logo, brand strapline, brand colour palette, brand fonts, art direction for brand imagery, brand tone of voice definition.

A set of brand guidelines on how to apply the above assets in a consistent way, in the form of a PDF document.

- Fees: £8,000 or £16,000 if combined with the Brand Growth Strategy Package.

- Timeframe: To be confirmed once Brand Growth Strategy is complete as it is dependent on the tools and assets required.

 

3. Retailer Sell-In Pack

- This package can only be done if the Brand Growth Strategy Package has been ordered previously.

- Description of services included:

PowerPoint sell-in pack that summarises in a compelling way, what it is that makes your brand unique, who your customers are and the need you address of theirs, how you’re different from the competition, how ranging you will benefit the retailer, and the successes that you’ve seen so far that they could be part of.   

- Fees: £8,000

- Timeframe: To be confirmed once Brand Growth Strategy is complete as it is dependent on the tools and assets required.

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4. Bank Of Ads Package

- This package can only be done if the Brand Growth Strategy Package has been ordered previously and the Brand Guidelines And Assets Package.

- Description of services included:

A set of 20 META ads, a combination of static and UGC style video ads that have been designed to appeal to your target audience, stand out from your competitors, and land your new brand positioning and identity.

- Fees: £8,000 or £24,000 if combined with the Brand Growth Strategy Package and the Brand Guidelines And Assets Package.

- Timeframe: To be confirmed once Brand Guidelines And Assets Package is complete as it is dependent on the tools and assets designed.