This Master Agreement (“Agreement”) for Services, ("Services") is effective on the first date of the Initial Kickoff Call, which will constitute the formal commencement of the Agreement, between Well & Calm LTD. trading as ("Well & Calm Studios"), an English Limited Company, having its principal offices at 3 Gaumont Place, SW2 4FZ, London, England, United Kingdom, and “Client”.
Client desires to outsource select services, as more specifically defined below, which shall include managed digital services as well as support assistance as necessary in English-only unless otherwise indicated.
Client understands and agrees that Well & Calm LTD.'s exact Scope of Work and deliverables shall be determined by the specific services listed in the Proposal/Contract approved by Client.
Support Service Hours - Well & Calm LTD.’s online ticket desk is available 24/7/365. Live support is available for Private Clients.
Submitting Support Requests
You can submit a ticket by sending an email to [email protected]
LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
| Low | Medium | High / Critical |
| Content updates including but not limited to text changes, photo changes, new page creation, offers, popups, miscellaneous production requests, general inquiries, etc. | Time Sensitive Updates | Features not working Website Errors |
| Time to Respond: 1 - 2 hrs | Time to Respond: 30 min - 1 hr | Time to Respond: 30 min |
| Typical Resolution: 24 - 72 hrs | Typical Resolution: 1 hr - 24 hrs | Typical Resolution: ASAP |
Client will provide Well & Calm LTD. with its high resolution photography, logos, content and access passwords. Client has all legal authorizations to publish any images provided toWell & Calm LTD. Client represents that those images are owned, licensed or purchased royalty free including any location and model usage rights. Client indemnifies and holds harmlessWell & Calm LTD. for any claims of unauthorized or improper use of Client images submitted to Well & Calm LTD. As part of its services herein, Well & Calm LTD. may post images in which case Well & Calm LTD. references it has authorization to publish any image or content it provides. Client takes responsibility of ensuring any images uploaded by client to Well & Calm LTD. must be fully licensed by client and will hold Well & Calm LTD. harmless for any claims of copyright or ownership infringement.
Client will be responsible for providing proof of licensing of any provided or requested brand fonts displayed on client website or digital advertising.
Client understands that unexpected technical delays and outages may occur. These technical delays may be a result of a multitude of causes including internet service provider (ISP) issues, power failures, viruses and other unforeseen disruptions in service. Client acknowledges that Well & Calm LTD. has no control, ownership or responsibility for any such failures and is not liable for any business losses of any kind, which may occur during such failures.
Client will respond to material requests or requests for approvals WITHIN TWO (2) BUSINESS DAYS. These requests are necessary to allow for the performance of the services expressed in this agreement. Failure to respond to Well & Calm LTD. requests within this time period shall be deemed an implied approval by Client. Failure to respond to Well & Calm LTD. requests/proofs/approvals may delay various services provided as part of the Well & Calm LTD. Agreement.
Well & Calm LTD.’s services are subject to full payment or payment plan. The Agreement for a payment plan, commencing on the Effective Date and automatically renewing, until the final payment is processed. Well & Calm LTD. will charge Client’s approved Payment Plan Fees to credit card on file. Well & Calm LTD invoices Client directly or uses third party online payment systems, Stripe and or Paypal. Client will never receive a request from a non-Well & Calm LTD. employee or entity to alter or modify the payment terms. If Client receives what appears to be a directive to change the payment instructions, please contact Well & Calm LTD. directly via telephone at (941) 200-3110 in the US, (0)7776 390499 in the UK, or [email protected] to verify. If Client does not exercise due care and provides payments to alternative payors, the obligations under this Agreement remain in full force and effect and no credit or reimbursement will be payable by Well & Calm LTD.
All Payment Plan Charges are non-refundable and must be paid in advance. Well & Calm LTD.'s obligations under this Agreement and/or any Attachment shall be conditional upon Client's fulfillment of its payment obligations. If Payment Plan Charges are not paid within 30 days of the due date, Well & Calm LTD reserves the right to suspend all services until payments are received.
Should Client choose to pay using an accepted credit card, Client agrees not to request or impose any "stop payments" or contested charges for services provided. If Client has concerns regarding charges, the parties agree to a thirty (30) day resolution period to discuss and resolve any disputes. If the parties are unable to resolve the dispute within the resolution period, it will result in an immediate termination of the parties’ obligations consistent with Paragraph 5 and all related terms of this Agreement.
To the fullest extent permitted by law, Client waives all claims relating to charges unless claimed within sixty (60) days after the charge. All payments of Payment Plan, and any other payments payable pursuant to this Agreement, must be made in United States Dollars or Great British Pound Sterling. Client's signature or e-signature on Project Proposal/Contract Agreement is binding to full payment terms. Nothing in this Agreement obligates Well & Calm LTD to extend credit to any Client. Well & Calm LTD may suspend or cancel Client’s account for any failure to pay in full and/or to pay on time.
Unless contractually agreed otherwise, this Agreement shall commence upon the Date of the Onboarding Call. Termination may only occur in the first fourteen (14) days of Agreement. Notice of cancellation must be submitted in writing to [email protected] on or before the fourteenth day from onboarding/kickoff call stating they request a termination of services. Well & Calm LTD may immediately terminate this agreement in the event Client fails to perform its obligation for payment. All services, systems, digital campaigns and processes delivered as part of this Agreement up until are retained by the Client, no more work or services will be provided in perpetuity. Client understands and accepts its obligation to pay all fees due to Well & Calm LTD through the date of Termination, regardless of whether Well & Calm LTD or Client terminates this Agreement. When Client gives its Notice of Termination, any outstanding invoices and fees are due immediately.
Well & Calm LTD and Client each agree to indemnify, defend and hold the other harmless against any action by the other Party. Both parties will not assume and should not be exposed to the business and operational risks associated with either party's business, and both parties therefore agree to indemnify, defend and hold each other harmless from any and all third party claims, actions, damages, liabilities, costs and expenses (including attorneys’ fees and expenses) arising out of or related to the conduct of each party's business, including, without limitation, the use by Client of the Services in this Agreement. Notwithstanding anything in the Agreement to the contrary, neither party shall indemnify the other party for any claims, actions, damages, liabilities, costs and extensions due to the negligence, intentional misconduct, or breach of the Agreement by the indemnified party or the indemnified party’s employees or contractors.
Regarding The General Data Protection Regulation (GDPR) enacted in the EU and the California Consumer Privacy Act (CCPA). In providing the Services to Client pursuant to this Agreement, Well & Calm LTD may collect and process Personal Data on behalf of CLIENT. Well & Calm LTD will make commercially reasonable efforts to comply with GDPR and CCPA with respect to its processing of any Personal Data.
CLIENT, as Controller of all guest/customer data, shall be responsible for ensuring that (a) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including EU Data Protection Legislation and California Data Protection Legislation ; and (b) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to Well & Calm LTD for processing in accordance with the GDPR and CCPA.
Well & Calm LTD employs intrusion detection systems, vulnerability and PCI compliance scanning from leading security providers to ensure Well & Calm LTD servers are protected and secure. However, there is no organization, commercial or governmental, in operation today that can declare that their security can never be breached. We continue to treat this subject as a very high priority in order to prevent any type of malicious attacks. We have physical, electronic, and procedural safeguards which protect your account and website.
WELL & CALM LTD DOES NOT REPRESENT OR GUARANTEE THAT ITS SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND WELL & CALM LTD DISCLAIMS ANY LIABILITY RELATING THERETO.
WELL & CALM LTD DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR SERVICES NOT BEING AVAILABLE FOR USE OR THE PROVISION OF SERVICES AND SUPPORT. WELL & CALM LTD WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CLIENT ACKNOWLEDGES THAT WELL & CALM LTD WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
In connection with the Services performed under this Agreement, the parties may have access to the other party’s Confidential Information. “Confidential Information” means non-public information that the disclosing party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential and information received from others that the disclosing party is obligated to treat as confidential. Confidential Information includes, without limitation, information relating to the disclosing party's software or hardware products which may include source code, data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods, as well as, information relating to the disclosing party's business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, Client lists and financial results. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether Client or machine readable. The parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each party agrees to maintain at least the same procedures regarding Confidential Information that it maintains with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. A party’s Confidential Information may only be used by the other party in order to fulfill its obligations under this Agreement.
Exceptions - Confidential Information shall not include any information that: (a) is already known to be free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (c) is received by the receiving party from a third party without any restriction on confidentiality; (d) is independently developed by the receiving party or its affiliates; (e) is disclosed to third parties by the disclosing party without any obligation of confidentiality; or (f) is approved for release by prior written authorization of the disclosing party; (g) is used as evidence by either party to this agreement in any legal disputes, including arbitration and mediation.
Residual Rights - Each party acknowledges that the other may, as a result of its receipt of or exposure to the other party’s Confidential Information, increase or enhance the knowledge and experience retained in the unaided memories of its directors, employees, agents or contractors. Notwithstanding anything to the contrary in this Agreement, each party and its directors, employees, agents or contractors may use and disclose such knowledge and experience in such party’s business, so long as such use or disclosure does not involve specific Confidential Information received from the other party. The disclosing party will not have rights in such knowledge and experience acquired by the recipient party, or rights in any business endeavors of the recipient party which may use such knowledge and experience, or rights to compensation related to the recipient party’s use of such knowledge and experience.
Survival of Obligation - The terms and provisions of this Section shall survive any expiration or termination of this Agreement.
Well & Calm LTD will retain all right, title and interest in and to all software development tools, know-how, methodologies, processes, technologies, platforms or algorithms used in providing the Services which are based on trade secrets or proprietary information of Well & Calm LTD or are otherwise owned or licensed by Well & Calm LTD. Licenses will not be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement. Nothing in this Agreement will require Well & Calm LTD or Client to violate the proprietary rights of any third party in any software or otherwise. Client shall retain all of its intellectual property rights in any text, images or other components it owns and supplies to Well & Calm LTD for use in providing Services. Well & Calm LTD is the exclusive owner of all website source code and website design. Client retains digital assets in perpetuity created while under agreement.
Well & Calm LTD is a vendor of Client. Neither Well & Calm LTD nor Client are, or shall be deemed for any purpose to be, employees or agents of the other. Neither party shall have the authority to bind the other to any contract or obligation.
Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an entity who acquires substantially all of the stock or assets of such party; provided that consent will be required in the event that the non-assigning party reasonably determines that the assignee will not have sufficient capital or assets to perform its obligations hereunder. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
This Agreement shall be governed by and construed in accordance with the laws of the country of the United Kingdom. All claims between the parties, except for claims for equitable relief, including restraining orders, will be subject to arbitration before a single arbitrator and administered according to the regulations of the United Kingdom courts. Both parties agree to equally split the arbitrator’s fees and costs (although the filing party shall be solely responsible for the initial filing fee). Both parties agree to waive trial by jury as to any and all legal claims including allegations of breach of contract, non-payment, and termination. The Arbitrator’s decision shall be binding on the parties. The prevailing party in the arbitration shall be entitled to collect from the other party all costs and fees incurred in the arbitration and reasonable attorneys’ fees.
Each party acknowledges that it has read this Agreement and further agrees that the Agreement is the complete and exclusive statement of the parties and supersedes and merges all prior proposals, understandings, and agreements, oral or written, between the parties relating to the subject matter hereof, including without limitation, the terms of any Client request for proposal. Well & Calm LTD reserves the right to amend the terms and conditions set forth in this Agreement before or after any subsequent contract is entered into by the Parties.
In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.
Well & Calm LTD shall not be responsible for failure to perform under this Agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, hurricanes, earthquake or serious accident, global pandemic, strike, labor trouble or work interruption, loss of an IP address or other disruption to Internet connection, or any cause beyond its reasonable control.
Accreditation: Well & Calm LTD shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location. If this is the case, Client may have final say as to placement if accreditation is requested.
Promotion: Well & Calm LTD retains the right to reproduce, publish and display the Deliverables in Well & Calm LTD's portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses
Promotional Approval: Either Party, subject to the other's reasonable approval, may describe its role in this Agreement on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party's website.
Client will remain responsible for Domain Name Service ("DNS") for the duration of the Agreement.
Client will provide Well & Calm LTD specific copy, images, logos at least five (5) business days before any promotions are required to go live.
Upon termination, Client will receive all content and images they have provided to Well & Calm LTD, including any images or fonts Client is licensed for. In addition, Client will be eligible to receive all native Canva files for website design and all written content created by Well & Calm LTD on behalf of Client. Any stock images or fonts licensed by Well & Calm LTD cannot be released unless the Client procures their own license for the content. In order to maintain eligibility for Well & Calm LTD created files and content, Client must be current on all fees.
Well & Calm LTD is committed to ongoing maintenance and optimization to all current paying client websites to ensure continued performance in line with the industry standards and best practices.
A website will be considered to be redesigned if one or more of the following occur:
Regardless of the timing of the redesign, Client understands that all website redesigns are governed by the following parameters:
Please see Project Proposal/Contract Agreement for detailed list of deliverables.
Note: If media is directed towards assets (websites, etc.) that are not managed by Well & Calm LTD, tracking code will be provided to Client for implementation by their website vendor. Any coding for Facebook Pixels etc. must be provided by Client.
Terms and Conditions
Additional Fees
