Terms of Service

• Client: the person or entity identified as the client in the Contract Form.

• Contract: the agreement between the Client and Vide Marketing Ltd comprising the Contract Form and these Terms of Service.

• Contract Form: the executed agreement form issued by Vide Marketing Ltd to the Client.

• Fee: the fees outlined in the Contract Form, as amended pursuant to Clause 2.1.

• Initial Term: the time period for which Vide Marketing Ltd will provide the Services as specified in the Contract Form.

• Service(s): the services to be provided by Vide Marketing Ltd to the Client as specified in the Contract Form.

• VAT: value added tax under Irish law and any similar tax.

• Period: the duration of the Contract, including the Initial Term and any extended term.

• Deliverables: the work product or results of the Services provided by Vide Marketing Ltd. Business Day: any day other than Saturday, Sunday, or a public holiday in Ireland.

2.1. Fees shall be as set out in the Contract Form. Vide Marketing Ltd may vary the Fees by giving at least 30 days’ written notice, subject to the Client’s written acceptance.

2.2. Quoted Fees are valid for 30 days and specific to the Contract. New agreements may incur different fees.

2.3. Fees are invoiced monthly in advance unless otherwise agreed. Fees for setup, implementation, or media spend are payable in advance.

2.4. All Fees are non-refundable, except as required by law or in cases of service non-performance.

2.5. If payment is not received within the agreed credit period, Vide Marketing Ltd may suspend the Services without extending the Contract period.

2.6. Interest on overdue amounts shall accrue daily at a rate of 4% simple interest.

2.7. The Client shall bear all costs, including legal fees, related to the recovery of unpaid Fees or interest.

The Contract shall begin on the Start Date and continue for the Initial Term. Thereafter, it will continue on a rolling monthly basis unless terminated in accordance with Clause 8.

• 4.1. The Client shall:

  • (a) cooperate fully with Vide Marketing Ltd in all matters related to the Services;

  • (b) provide timely access to relevant systems, data, and personnel; and

  • (c) provide accurate information as reasonably requested by Vide Marketing Ltd.

• 4.2. The Client must promptly notify Vide Marketing Ltd of any significant business changes that could affect service delivery.

5.1. Both parties agree to maintain the confidentiality of any confidential information disclosed by the other. Disclosure is permitted only to personnel or contractors who need to know and are bound by equivalent confidentiality terms.
5.2. These obligations do not apply to information that is public, lawfully disclosed by a third party, or required by law.
5.3. This clause survives termination of the Contract.

6.1. During the Contract and for 12 months thereafter, the Client shall not directly or indirectly solicit, employ, or engage any individual employed by Vide Marketing Ltd who was involved in delivering the Services, nor assist another in doing so.

7.1. Vide Marketing Ltd’s total liability shall be limited to the Fees paid in the 3 months preceding the event giving rise to the claim.
7.2. Vide Marketing Ltd is not liable for indirect or consequential losses, including but not limited to loss of profit, data, or goodwill.
7.3. Nothing in this clause limits liability for death or injury caused by negligence, fraud, or breach of data protection law.

8.1. Either party may terminate the Contract at the end of the Initial Term or thereafter with 30 days’ written notice.
8.2. After the Initial Term, the Client may suspend services for up to 30 days with notice. A reactivation fee (up to €600) may apply after this period.
8.3. Either party may terminate the Contract immediately upon:
(a) material breach not remedied within 30 days of notice;
(b) insolvency or cessation of business; or
(c) any similar event in any jurisdiction.
8.4. Termination shall not affect accrued rights or ongoing obligations under the Contract.

A waiver of any right under this Contract is effective only if in writing. Rights are cumulative unless expressly stated otherwise.

10.1. This Contract constitutes the entire agreement and supersedes all prior communications.
10.2. No party may rely on pre-contractual representations not expressly included.
10.3. Nothing excludes liability for fraud.

11.1. The Client may not assign or transfer the Contract without prior written consent.
11.2. Vide Marketing Ltd may assign or subcontract its obligations provided subcontractors comply with confidentiality and data protection requirements.

12.1. Notices must be in writing and sent to the contact details provided in the Contract Form, or as updated in writing.
12.2. Notices are deemed received:

• on delivery if by hand;

• within two Business Days if sent by recorded post;

• at time of transmission if by email with receipt confirmation.

13.1. This Contract is governed by the laws of Ireland.
13.2. The courts of Ireland shall have exclusive jurisdiction over any dispute arising from or in connection with this Contract.

14.1. Force Majeure: Neither party shall be liable for delays or failures due to events beyond their control.
14.2. Data Protection: Both parties shall comply with applicable data protection laws, including the GDPR. Where Vide Marketing Ltd processes personal data on behalf of the Client, a Data Processing Agreement shall be executed.
14.3. Intellectual Property: Unless otherwise agreed, all intellectual property rights in deliverables produced by Vide Marketing Ltd remain its property until full payment is received, at which point rights may transfer to the Client as agreed in the Contract Form.