General

  1. The following General Terms and Conditions apply to all contracts concluded between Social Freak Ltd (Company No. 14659411), hereinafter referred to as the "Contractor," and its clients, hereinafter referred to as the "Client." They apply in their respective version as a framework agreement for future contracts with the same Client, without Social Freak Ltd having to refer to them repeatedly in individual cases. Social Freak Ltd will inform the Client immediately about any changes to the General Terms and Conditions in this case.
  2. These General Terms and Conditions do not apply to contracts with consumers. For the purposes of these General Terms and Conditions, a "consumer" is defined as a natural person who enters into a contract for personal, non-commercial purposes. These General Terms and Conditions apply exclusively to business customers or other non-consumer legal entities.
  3. Deviating provisions of the Client do not apply unless the Contractor has agreed to them in writing. This requirement for consent applies in any case, for example, even if Social Freak Ltd performs services without reservation, knowing the Client's terms and conditions. Agreements made with the Client in individual cases (including collateral agreements, additions, and amendments) always take precedence over these General Terms and Conditions. A written contract between the parties or the written confirmation of Social Freak Ltd is required to determine the content of such agreements. Legally relevant declarations and notices to be submitted by the Client to Social Freak Ltd after the conclusion of the contract require the text form for their effectiveness.
  4. Social Freak Ltd's agents are not authorized to make oral side agreements. Insofar as they nevertheless make oral additional agreements or give assurances that go beyond the written contract, these always require the written confirmation of Social Freak Ltd for their effectiveness.
  5. The place of performance is the registered office of Social Freak Ltd. In the event of any disputes arising from the contractual relationship, the lawsuit must be filed with the court responsible for the Contractor's registered office. The legal venue is the United Kingdom, London. The Contractor is also entitled to sue at the Client's registered office. The Contractor may also, instead of filing a lawsuit, call upon a competent mediation body or a competent arbitration court.
  6. The business relations between Social Freak Ltd and the Client are subject to the law of the United Kingdom. The application of international uniform law, in particular, the United Nations Convention on Contracts for the International Sale of Goods (CISG), is excluded.
  7. Should one or more provisions of the contract be or become invalid or unenforceable for factual or legal reasons, the validity of the remaining contractual provisions shall not be affected. Social Freak Ltd and the Client are obliged to replace the invalid or unenforceable provision with an effective provision that comes closest to the economically intended purpose.

Dispute Resolution

  1. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations.
  2. If the dispute cannot be resolved through negotiations within thirty (30) days, either party may refer the matter to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London or another recognized mediation service agreed upon by both parties.
  3. If the mediation is unsuccessful, the dispute may then be submitted to arbitration in accordance with the rules of the London Court of International Arbitration (LCIA), or to the courts of the United Kingdom, as previously outlined in this Agreement.

Services Provided by Social Freak Ltd / Client's Collaboration

  1. Social Freak Ltd offers services in the field of software development and application design for businesses. The Client engages Social Freak Ltd through separate agreements (hereinafter referred to as the "Order") for the creation and design of software solutions. In addition to the development and implementation of software designs, Social Freak Ltd also creates software architectures, performs quality control, and maintains IT systems.
  2. The exact content of the services to be provided is set out in the Order confirmation and any attachments thereto. All mentioned documents form integral parts of the contract concluded between the parties.
  3. The Client must provide all necessary cooperation fully and promptly upon Social Freak Ltd's first request. Cooperation includes, but is not limited to, providing accurate and complete information, access to necessary systems, timely feedback, approvals, and any other assistance required for the performance of the services. If the Client fails to provide such cooperation and thereby prevents Social Freak Ltd from performing its services, Social Freak Ltd's right to payment remains unaffected. In such cases, the Client shall bear any additional costs or delays resulting from the lack of cooperation. Social Freak Ltd reserves the right to terminate the contract at its reasonable discretion and with appropriate notice if the Client continues to fail to provide the necessary cooperation.
  4. With regard to the services provided to the Client, Social Freak Ltd is entitled to exercise reasonable discretion in determining how the services are to be executed, provided that such discretion aligns with the agreed specifications and professional standards.
  5. Social Freak Ltd is entitled to have the services owed to the Client performed by subcontractors and third parties. Personal performance by Social Freak Ltd is not required. Social Freak Ltd remains responsible for the proper fulfillment of the contractual obligations towards the Client and is liable for the actions or omissions of these subcontractors or third parties within the framework of the legal provisions and the liability limitations set out in this contract.
  6. In addition to software development and application design for businesses, Social Freak Ltd offers the Client the option to host the application, provided that a valid, ongoing contract with Social Freak Ltd exists and the hosting costs do not exceed £500 per month. If the hosting costs exceed this limit, the Client will be informed, and further agreements can be made regarding costs or alternative hosting options.
  7. Social Freak Ltd offers the Client the opportunity to enter into a retainer contract, where the Client purchases a certain number of story points that can be used to request features. The required story points for each feature are estimated by Social Freak Ltd based on the time required, complexity, and risk assessment. The Client can accept the estimate verbally; however, Social Freak Ltd reserves the right to adjust the estimate appropriately afterward. The retainer contract has a minimum term of six months unless a different term is specified in writing in the offer. The purchased story points are available to the Client monthly, and billing occurs monthly. The Client has the option to transfer unused story points to the next month, but only up to 50% of the maximum monthly acquired story points.
  8. Social Freak Ltd reserves the right to shut down the hosting of all applications at any time without prior notice, particularly if there is an urgent need for action, such as in the case of a potential infinite loop or other technical issues that could lead to significant cost increases. In such cases, Social Freak Ltd will endeavor to inform the Client as soon as possible about the shutdown and the reasons for it and work together with the Client on a solution to the problem. The Client accepts that such emergency measures may be necessary to protect the interests of Social Freak Ltd and to avoid disproportionate costs.

Client Obligations and Responsibilities

  1. The Client must provide all necessary cooperation fully and promptly upon Social Freak Ltd's first request. Cooperation includes, but is not limited to, providing accurate and complete information, access to necessary systems, timely feedback, approvals, and any other assistance required for the performance of the services.
  2. If the Client fails to provide such cooperation and thereby prevents Social Freak Ltd from performing its services, Social Freak Ltd's right to payment remains unaffected. In such cases, the Client shall bear any additional costs or delays resulting from the lack of cooperation.
  3. The Client must ensure that all information, materials, and content provided to Social Freak Ltd do not infringe on the rights of any third party. The Client agrees to indemnify and hold Social Freak Ltd harmless from any claims, damages, or expenses arising from such infringements.
  4. The Client is responsible for providing timely feedback and approvals to avoid delays in the delivery of the services. If the Client fails to provide feedback or approvals within the agreed timeframe, Social Freak Ltd reserves the right to adjust the project timeline and cost accordingly.
  5. The Client shall act in good faith and cooperate reasonably with Social Freak Ltd to facilitate the performance of the services. The Client agrees to communicate any concerns or issues promptly to allow for timely resolution.

Commissioning

  1. Unless otherwise agreed, Social Freak Ltd is bound by offers for one week. In individual cases, a longer commitment period can also be agreed upon.
  2. A contract and other agreements only come into effect through the Client's acceptance in writing or by email.
  3. Social Freak Ltd reserves the ownership and copyright of its offers. They may not be reproduced in whole or in part or made accessible to third parties without explicit consent. This applies in particular to documents designated as "confidential"; before passing them on to third parties, the Client requires the express written consent of Social Freak Ltd.

Payment, Prices, Conditions

  1. The prices provided and communicated by Social Freak Ltd are binding. The communicated prices are net plus statutory value-added tax (VAT), if applicable.
  2. The remuneration owed by the Client is due immediately, in full, and in advance, unless otherwise agreed upon individually. If the Client fails to make the required advance payment within the specified timeframe, Social Freak Ltd reserves the right to suspend all services until payment is received. The Client must generally make the payment via bank transfer (SWIFT or SEPA) to Social Freak Ltd. In exceptional cases and after prior consultation with Social Freak Ltd, payment can also be made via PayPal.
  3. Social Freak Ltd issues a proper invoice to the Client that includes the VAT (if applicable). The invoice contains the necessary bank details for the transfer.
  4. The Client is obliged to transfer the owed amount to Social Freak Ltd within the deadline specified on the invoice. In case of late payments, Social Freak Ltd reserves the right to charge default interest or additional fees according to legal provisions.
  5. If the Client fails to make payment within the specified deadline, Social Freak Ltd reserves the right to charge an interest rate of 5% per annum above the base rate set by the Bank of England. Additionally, Social Freak Ltd may suspend services and/or terminate the contract if payment is not received within a reasonable period.
  6. Refund Policy: All payments made to Social Freak Ltd are non-refundable unless otherwise expressly agreed in writing. If the Client cancels the project before completion, no refund shall be provided for the payments already made.
  7. Mutual offsetting with counterclaims is only permitted if the respective other contracting party has recognized the offset or if it has been legally established. The same applies to the exercise of a right of retention by a contracting party.

Execution of Orders, Change Requests

  1. Social Freak Ltd independently and autonomously organizes the services regulated in the respective Order. Social Freak Ltd determines—insofar as this has not been bindingly specified in the Order—the type, process, and division of work, particularly the number of agents it may use if necessary.
  2. Social Freak Ltd commits to executing each Order according to the principles of proper professional practice and the latest state of technology in the sense of a functional and economical solution.
  3. The Client can request changes in the content and scope of the services. This does not apply to services already provided. If the changes are more than insignificant, Social Freak Ltd will determine the time delays and additional effort resulting from the desired changes, and the parties will agree on a corresponding contract adjustment. If the parties do not reach an agreement, Social Freak Ltd is entitled to reject the change request. All changes in performance must be regulated in a written supplementary agreement before the start of execution, in which the additional compensation and any changes in the schedule must be recorded.

Termination, Duration

  1. The contract has the individually agreed minimum term between the parties. Early ordinary termination is excluded unless otherwise agreed in writing. Extraordinary termination for good cause is permissible.
  2. The Client may terminate the contract for convenience with a 30-day written notice, provided that any outstanding payments for services rendered up to the date of termination are paid in full.
  3. Social Freak Ltd reserves the right to terminate the contract for convenience with a 30-day written notice. In such cases, the Client will be refunded any prepaid amounts for services not yet rendered.
  4. Terminations always require written form to be effective.
  5. Upon termination of the contract, the Client shall cease using any confidential information or materials provided by Social Freak Ltd and return or destroy such materials as instructed.
  6. The right to extraordinary termination for good cause remains unaffected at all times.
  7. Post-Termination Obligations: Upon termination of the contract, both parties must settle all outstanding payments, return any confidential information, and cease use of the Contractor's intellectual property.

Survival

  1. The provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to confidentiality obligations, limitation of liability, indemnification, and intellectual property rights, shall survive any termination or expiration of this Agreement.

Limitation of Services

  1. Social Freak Ltd shall not be responsible for any services, deliverables, or outcomes that are not expressly outlined in the Order or this Agreement. Any additional services must be agreed upon in writing and may be subject to additional fees.
  2. The Client acknowledges that the success of software development and implementation depends on various factors beyond Social Freak Ltd's control, including the Client's timely cooperation, accurate information, and third-party dependencies.

Force Majeure

  1. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is due to circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to acts of God, war, terrorism, civil commotion, government action, natural disaster, fire, flood, epidemic, pandemic, or any other event considered a force majeure event under applicable law.
  2. In the event of a Force Majeure Event, the affected party shall notify the other party as soon as possible, specifying the nature and extent of the circumstances giving rise to the Force Majeure Event. The obligations of the affected party shall be suspended for the duration of the Force Majeure Event.
  3. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement with immediate effect by giving written notice to the other party. Any prepaid amounts for services not rendered shall be refunded to the Client.

Delay / Extraordinary Termination

  1. Deadlines for the provision of services by Social Freak Ltd do not begin until the invoice amount has been received by Social Freak Ltd and the data necessary for the services are fully available to Social Freak Ltd in accordance with the agreement, or the necessary cooperation actions have been fully provided.
  2. If the Client is in default with due payments, Social Freak Ltd reserves the right not to perform further services until the outstanding amount has been settled.
  3. If the Client is in default with two due payments to Social Freak Ltd in whole or in part in the case of installment payments, Social Freak Ltd is entitled to extraordinarily terminate the contract and cease the services. Social Freak Ltd is entitled to claim the entire compensation due until the next ordinary termination date as damages.

Moral Rights

  1. To the extent permitted by law, the Client agrees that Social Freak Ltd and any of its employees or subcontractors involved in the creation of the work waive any moral rights they may have in the work. This includes the right to be identified as the author of the work and the right to object to any derogatory treatment of the work. This waiver is limited to the extent necessary for the Client to enjoy the full benefit of the services provided under this Agreement.

Fulfillment

  1. Social Freak Ltd will perform the agreed services according to the offer with the required care and in accordance with professional standards. Social Freak Ltd is entitled to use the assistance of third parties without restriction for this purpose.
  2. If Social Freak Ltd is prevented from providing the agreed services due to an event for which the Client is responsible, the claim for remuneration by the Contractor remains unaffected.

Conduct

The Client must ensure the usual behavior of an honest merchant towards Social Freak Ltd. Social Freak Ltd reserves the right to pursue any unlawful and/or improper or unfounded statements about its company and its services, whether by Clients, competitors, or other third parties, in particular false statements of fact and defamatory criticism, in civil court, and to file criminal charges without prior notice.

Usage Rights

  1. Unless otherwise agreed, the Client receives a simple and non-transferable right of use for the work results created and provided by Social Freak Ltd during the contract term. This applies to all services or parts thereof that have been created for the Client (e.g., information, documents, evaluations, videos, photos, acquired know-how, advertisements, drawings, materials, files, data collections, software, documentation, manuals, and IT systems in the form of source codes or in any other form).
  2. Paragraph 1 applies only if the Client has paid the full remuneration to Social Freak Ltd.
  3. In the case of installment payments, the right of use from paragraph 1 only transfers to the Client after the full payment of the last installment to Social Freak Ltd.
  4. After the complete payment of all invoices related to the project, Social Freak Ltd transfers the exclusive ownership of the developed code for the Order to the Client.
  5. Despite the transfer of ownership of the code according to clause 4, Social Freak Ltd reserves the right to use and store the code during the entire contract term and until the final conclusion of the cooperation for the purpose of fixing errors, carrying out changes, or providing other services agreed upon within the contract.
  6. During the contract term and until the final conclusion of the cooperation, Social Freak Ltd is entitled to host the code for all applications to enable access to the application for the Client and its users.
  7. Social Freak Ltd commits to deleting all copies of the code after the final conclusion of the cooperation and upon written request by the Client, provided that this does not conflict with any statutory retention obligations or is necessary for the protection of legitimate interests of Social Freak Ltd.
  8. The Client is not entitled to sublicense, sell, or transfer the usage rights granted without the express written consent of Social Freak Ltd.

Right of Withdrawal

There is no right of withdrawal for businesses as defined by the UK Companies Act 2006, nor is it otherwise granted by Social Freak Ltd.

Amendments and Waivers

  1. No amendment or modification of this Agreement shall be valid or binding unless in writing and signed by an authorized representative of both parties.
  2. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure to assert any right under this Agreement shall not constitute a waiver of such right.

Deadlines

  1. The deadline for the provision of services is agreed upon individually or specified by Social Freak Ltd in the Order confirmation. Compliance with the deadline by Social Freak Ltd presupposes the fulfillment of the contractual obligations by the Client. Dates specified by Social Freak Ltd, even in writing, are considered non-binding unless expressly designated as "binding deadlines." The passing of certain deadlines does not relieve the Client of the obligation to set an appropriate grace period for the provision of the service and to declare that they will refuse the service after the deadline has passed. Social Freak Ltd will inform the Client about foreseeable delays or an imminent exceeding of deadlines as soon as they become recognizable.
  2. If Social Freak Ltd cannot meet binding deadlines for reasons beyond its control (events of force majeure), Social Freak Ltd will inform the Client immediately and at the same time provide the expected new deadline. If the service is still not available within the new deadline, Social Freak Ltd is entitled to withdraw from the Order in whole or in part; any counter-performance already provided by the Client will be reimbursed by Social Freak Ltd immediately.
  3. The occurrence of a delay in performance is determined by legal regulations. In any case, however, a reminder from the Client is required.
  4. If Social Freak Ltd owes the creation of a work (work contract), the Client is obligated to accept the work immediately after its completion, unless the nature of the work obviously excludes acceptance. Social Freak Ltd can set an appropriate deadline for the Client for acceptance. An acceptance protocol will be created, which must be signed by both contracting parties. Acceptance is deemed granted implicitly if the work result is already used in accordance with the contract without significant complaints before this point in time. Acceptance cannot be refused due to minor defects. Non-acceptance by the Client within a reasonable period specified by Social Freak Ltd, even though the Client is obliged to do so, is considered equivalent to acceptance.

Liability

  1. Social Freak Ltd's liability for damages, regardless of the legal basis, is limited to cases of intent and gross negligence. In the event of simple negligence, Social Freak Ltd's liability shall be limited to:
    1. Damages resulting from injury to life, body, or health; and
    2. Damages arising from the breach of a material contractual obligation (an obligation essential for the proper performance of the contract and which the Client can reasonably rely upon). However, in this case, Social Freak Ltd's liability shall be limited to the foreseeable, typically occurring damage.
  2. Within the limits set forth in paragraph 1, Social Freak Ltd is not liable for data and program losses. Liability for data loss is limited in amount to the typical restoration effort that would have occurred if backup copies had been made regularly and in response to the risk. Liability under the Product Liability Act remains unaffected, as does liability for assuming a guarantee.
  3. If Social Freak Ltd's liability is excluded or limited, this also applies to the personal liability of Social Freak Ltd's employees, representatives, and agents.
  4. The Client is not entitled to a warranty in the sense of error correction after acceptance unless otherwise expressly agreed in the individual contract. Such a warranty would have to be agreed upon separately and would define the conditions and scope of the warranty.
  5. In no event shall Social Freak Ltd be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or use, incurred by the Client or any third party, whether in an action in contract or tort, even if Social Freak Ltd has been advised of the possibility of such damages.
  6. Nothing in this Agreement shall limit or exclude liability for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

Warranties and Disclaimers

  1. Social Freak Ltd warrants that the services will be provided with reasonable care and skill in accordance with industry standards. However, Social Freak Ltd does not warrant that the services will be error-free, uninterrupted, or meet the specific requirements of the Client unless expressly agreed in writing.
  2. Except as expressly provided in this Agreement, Social Freak Ltd disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Granting of Rights by the Client

  1. The Client alone is responsible for ensuring that they have all rights regarding the provided images, logos, documents, etc., and that no third-party rights are violated. By submitting documents, images, logos, etc., each Client irrevocably and free of charge grants Social Freak Ltd the unlimited right to use and exploit the content provided by them for the purpose of executing the contract, both spatially and temporally.
  2. The Client is obliged, unless they are not at fault, to indemnify, hold harmless, and defend Social Freak Ltd at their own expense from any liability against all claims, lawsuits, or proceedings brought by third parties against Social Freak Ltd or their legal representatives or agents, as well as against all related obligations, damages, settlements, penalties, fines, costs, or expenses (including, among other things, attorney's fees and other reasonable litigation costs) incurred by Social Freak Ltd or their legal representatives or agents due to or in connection with a breach by the Client of these terms and conditions or applicable laws, regulations, or requirements. In such a case, Social Freak Ltd will inform the Client in writing about any such claims, lawsuits, or proceedings. The Client must participate in the defense against all claims to the extent possible.

Non-Solicitation of Employees and Subcontractors

  1. Non-Solicitation Commitment: The Client agrees not to directly or indirectly solicit, hire, engage, or attempt to solicit, hire, or engage any employee, subcontractor, or associate of Social Freak Ltd ("the Contractor") who is currently engaged with the Contractor or has been engaged within the twelve (12) months preceding the end of their engagement with the Contractor. This applies to individuals involved in any projects or services rendered to the Client during their contractual relationship with the Contractor.
  2. Duration of Non-Solicitation: This non-solicitation obligation shall remain effective for a period of one (1) year following the end of the Client's contractual relationship with the Contractor or one (1) year after the respective employee, subcontractor, or associate has ended their engagement with the Contractor, whichever is later.
  3. Exceptions with Consent and Compensation: Notwithstanding the above, the Client may solicit or hire such employees, subcontractors, or associates with the express written consent of the Contractor, under terms and conditions, including compensation, as determined and stipulated by the Contractor. The Contractor reserves the right to specify the terms of consent and any required compensation, which shall be agreed upon in writing by both parties.
  4. Remedies for Breach: In the event of a breach or threatened breach of this clause by the Client, the Contractor is entitled to seek appropriate equitable relief, including injunctive relief, in addition to any other legal remedies available. The Client shall also be liable for any losses, damages, costs, or expenses incurred by the Contractor as a result of the breach or threatened breach.
  5. Acknowledgment: The Client acknowledges that this non-solicitation obligation is reasonable and necessary to protect the legitimate business interests of the Contractor, including its business relationships, confidential information, and goodwill.

Intellectual Property Protection and Usage Rights

  1. The copyrights in the services created by Social Freak Ltd and their employees and engaged third parties remain with Social Freak Ltd unless expressly transferred to the Client under this Agreement.
  2. The services may only be used by the Client during and after the termination of the contractual relationship for purposes covered by the respective Order. The Client is not entitled to reproduce, modify, distribute, or publicly display the services without the express consent of Social Freak Ltd. In no case will an unauthorized reproduction or distribution of the services result in any liability of Social Freak Ltd towards third parties, for example, regarding the accuracy of the services.
  3. The Client's violation of the aforementioned provisions entitles Social Freak Ltd, in accordance with statutory provisions, to immediately terminate the contract prematurely and to assert other legal claims, in particular for cease and desist and/or damages.

Confidentiality and Data Protection

  1. "Confidential Information" refers to all information and documents relating to the business transactions of the respective other party that come to the attention of the other party, in particular, but not exclusively, print materials, figures, drawings, images, data carriers, and other documents containing copyrighted materials. Both parties commit to maintaining confidentiality regarding the Confidential Information concerning the respective other party and to using such information only for the execution of the Order and the purpose pursued. The confidentiality obligation applies indefinitely beyond the duration of the Order.
  2. Both parties agree to impose the confidentiality obligation on all employees and/or third parties (e.g., programmers, graphic designers, etc.) who have access to the aforementioned business transactions. This obligation continues after the termination of the Order.
  3. The confidentiality obligation according to paragraph 1 does not apply to information:
    1. that was already known to the respective other party at the time of the Order;
    2. that was already published at the time of the disclosure, without this resulting from a breach of confidentiality by the respective other party;
    3. that the other party has expressly released in writing for disclosure;
    4. that the other party has lawfully obtained from other sources without any confidentiality-related restrictions, provided that the disclosure and exploitation of this Confidential Information do not violate contractual agreements, legal provisions, or official orders;
    5. that the other party has developed independently without access to the Confidential Information;
    6. that must be disclosed due to legal disclosure, information, and/or publication obligations or official orders. As far as permissible, the obligated party will inform the respective other party as early as possible and provide the best possible support in taking action against the disclosure obligation.
  4. The Client agrees that the contents of the Orders and the services created within the scope of these Orders will be electronically stored and processed by Social Freak Ltd in compliance with data protection regulations. The parties undertake not to transfer electronically stored or other data to third parties unless they are legally obligated to do so. The collection, processing, and use of personal data by Social Freak Ltd are carried out in accordance with the applicable data protection provisions.

Data Protection and Privacy

  1. Social Freak Ltd and the Client agree to comply with all applicable data protection and privacy laws, including but not limited to the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
  2. Where Social Freak Ltd processes personal data on behalf of the Client, the parties shall enter into a separate Data Processing Agreement (DPA) that outlines the scope, nature, purpose, and duration of processing.
  3. The Client warrants that any personal data provided to Social Freak Ltd has been lawfully obtained and that the Client has obtained all necessary consents for Social Freak Ltd to process the data in accordance with this Agreement.
  4. Social Freak Ltd shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing personal data.
  5. In the event of a data breach involving personal data processed under this Agreement, Social Freak Ltd shall notify the Client without undue delay after becoming aware of the breach.

Assignment

  1. The Client shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Social Freak Ltd. Any attempt to do so without such consent shall be null and void.
  2. Social Freak Ltd may subcontract any part of the services or use third-party providers without obtaining prior written consent from the Client. Social Freak Ltd remains responsible for the performance of its subcontractors and third-party providers in accordance with this Agreement.
  3. The Client acknowledges and agrees that the use of certain services may involve third-party providers whose terms of service, privacy policies, and other conditions shall apply in addition to this Agreement. Social Freak Ltd will endeavor to inform the Client of any such third-party terms.

Independent Contractor

  1. The parties acknowledge and agree that Social Freak Ltd is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement shall be interpreted as creating an employer-employee relationship, partnership, or joint venture between the parties.

Severability

  1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  2. The parties agree to negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that carries out the original intent of the parties.

Language

  1. This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail in the event of any conflict between the English version and the translation.

Headings

  1. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.