Inbound Marketing Agency:
Digital 22 Online Ltd (company number 08753656) whose Registered Address is at Holmes Mill, Greenacre, Clitheroe, BB7 1EB.
The contract between the Inbound Marketing Agency and the Customer for the supply of Services in accordance with these terms and conditions and the Proposal.
As named on the signature page of the approved Proposal.
2. Intellectual Property Rights:
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
the Customer's order for Services.
a proposal of the Services given by the Inbound Marketing Agency to the Customer.
The services supplied by the Inbound Marketing Agency to the Customer as set out in the Proposal.
No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon the Inbound Marketing Agency unless made in writing and signed by the Inbound Marketing Agency’s duly authorised officer. Written or verbal acceptance of any Proposal and/or the acceptance of deliverables or Services by the Customer shall constitute the Customer's assent to these exclusive terms and conditions with respect to such Proposal.
All information that is shared between the Inbound Marketing Agency and the Customer is confidential and should not be disclosed to any third party and must be safeguarded by the receiving party. Confidential information shall not include information that:
is already known to the party to which it is disclosed
is or becomes part of the public domain without breach of this Contract; is obtained from third parties, which have no obligations to keep confidential to the parties to this Contract.
4. SCOPE OF SERVICES:
The Inbound Marketing Agency shall provide only those professional services and/or products specified in the Proposal (the “Work”). The Customer understands and agrees that, unless listed in the Proposal, the Inbound Marketing Agency is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If the Customer requests and the Inbound Marketing Agency agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal (Additional Work), the Customer shall promptly pay the Inbound Marketing Agency for such services in accordance with these terms and rates referenced in the Proposal or the supporting agreement.
The Inbound Marketing Agency runs a two business days sign off period for all working tasks and projects. If the Customer has not provided feedback within two business days:
a) for retainer work, the Inbound Marketing Agency will assume sign off so the work does not get held up and impact results. For clarification this means all work will go LIVE but can be retrospectively amended.
b) for projects, the Inbound Marketing Agency will issue a Project Remediation Notice to confirm the revised time frames so all parties involved have full visibility.
The Inbound Marketing Agency works to a maximum of 2 client amend loops per task. If this increases, then costs additional to those referred to in clause 7.1 will be charged and a ‘Change Request Form’ will need to be submitted. No additional work will continue on the account until the Change Request Form has been signed by the Customer. The rate charged for additional work referred to in this clause 4.3 will be £75 per hour.
The Inbound Marketing Agency has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Customer's website may be excluded from any search engine at any time at the sole discretion of the search engine.
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, the inbound Marketing Agency does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
Linking to “bad neighbourhoods” or getting links from “link farms” can seriously damage all SEO efforts. The Inbound Marketing Agency does not assume liability for the Customers choice to link to or obtain a link from any particular website without prior consultation.
The Inbound Marketing Agency reserves the right to assign other subcontractors to the Work to ensure quality and on-time completion.
5. CUSTOMER’S OBLIGATIONS
The Customer shall:
a) ensure that any terms it provides to the Inbound Marketing Agency as part of the Proposal, the Work and any Additional Work are complete and accurate;
b) co-operate with the Inbound Marketing Agency in all matters relating to the Work and any Additional Work;
c) provide the Inbound Marketing Agency, its employees, agents, consultants and subcontractors, with access to the Customer's facilities as reasonably required by the Inbound Marketing Agency;
d) provide the Inbound Marketing Agency with such information and materials as the Inbound Marketing Agency may reasonably require in order to carry out the Work and any Additional Work, and ensure that such information is complete and accurate in all material respects;
e) obtain and maintain all necessary licences, permissions and consents which may be required for the Work and any Additional Work before the date on which the Services are to start;
f) comply with all applicable laws, including health and safety laws; and
e)comply with any additional obligations as set out in the Proposal
If the Inbound Marketing Agency's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) without limiting or affecting any other right or remedy available to it, the Inbound Marketing Agency shall have the right to suspend the carrying out of the Work and any Additional Work until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Inbound Marketing Agency's performance of any of its obligations;
b) the Inbound Marketing Agency shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Inbound Marketing Agency's failure or delay to perform any of its obligations as set out in this clause 5.2; and
c) the Customer shall reimburse the Inbound Marketing Agency on written demand for any costs or losses sustained or incurred by the Inbound Marketing Agency arising directly or indirectly from the Customer Default.
The Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for the Inbound Marketing Agency to timely and fully complete the work. The Inbound Marketing Agency is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through the Customer or others that are not agents of the Inbound Marketing Agency, and the Inbound Marketing Agency has no obligation to investigate facts or conditions not disclosed to it by Customer.
Unlimited access to existing website traffic statistics for analysis and tracking purposes. The Inbound Marketing Agency is not responsible for changes made to the website by other parties that adversely affect the results/performance of the Customer’s website.
Authorisation to use customer pictures, logos, trademarks, website images, pamphlets, content, etc. The Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Inbound Marketing Agency for inclusion on the website above are owned by the Customer, or that the Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Inbound Marketing Agency and its subcontractors from any liability from the use of such elements.
7. FEES AND PAYMENT
Customer shall pay the Inbound Marketing Agency for the work based upon the price or the rates shown in the Proposal or in written confirmation via email (“Fees”).
- as in line with the above, the Customer may take advantage of the discounts offered when signing the contract. Should notice be provided by either party to cancel the Services before the agreed period has lapsed no refund will be provided however the Inbound Marketing Agency will provide the agreed Services or equivalent points to the Customer within a timeframe that is agreed by both parties.
All fees, services, documents, recommendations, and reports are confidential.
If the Customer's package or payment terms change from the original signed Proposal or other agreement then the Inbound Marketing Agency will issue a Change Request Form which the Customer will be required to sign before the Work or any Additional Work can continue.
Once payment is received, the Inbound Marketing Agency grants all rights to content produced for the Customer exclusively to the Customer, excluding third party components. The Inbound Marketing Agency retains the right to display graphics and other Web content elements as examples of the Inbound Marketing Agency’s work. Inbound Marketing Agency shall own, and retain, all Intellectual Property Rights in all pre-existing material, information, know-how, and data created.
In the event the Customer fails to make payment in full within 14 days of the date of invoice, such failure to pay on time constitutes a material breach of contract by the Customer permitting Inbound Marketing Agency to suspend its performance hereunder, and the Inbound Marketing Agency shall have all other remedies permitted to the Inbound Marketing Agency by law, equity and these terms. Past due invoices shall bear interest at the rate of 8% above the Bank of England’s base rate under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time). If the Customer has provided the Inbound Marketing Agency with a credit card authorisation, the Inbound Marketing Inbound Marketing Agency shall be entitled to charge the invoice amount and interest against such card. If the Inbound Marketing Agency must take legal action to collect any amount due hereunder, the Customer shall pay all court costs plus any legal fees incurred by the Inbound Marketing Agency in bringing such legal action.
Title to goods shall pass upon payment in full therefore, and risk of loss shall pass to the Customer upon delivery to the Customer.
Wherever costs that are incremental to this Proposal are agreed by the Customer, and Works associated with such costs are to be discharged by a third party, all invoices from that third party to the Inbound Marketing Agency will be made available transparently and in their entirety, to the Customer.
The Inbound Marketing Agency reserves the right to increase the Fees on an annual basis with effect from each anniversary of the date on which the Contract commences.
7.10 PPC Spend:
All credit on PPC Channels are paid directly to the channel owner (Such as Google), not via the Inbound Marketing Agency. The Inbound Marketing Agency manages the activity and the Customer retains control of the AD budget.
7.11 Artwork/working files
- please note that should the Customer request to terminate the Contract, the Inbound Marketing Agency has the right to charge for any working files. Until payment is received these will remain the ownership of the Inbound Marketing Agency. If the Customer wishes to have access to these files they have up to 60 days from termination date to make a written request to the Inbound Marketing Agency. Thereafter, all material will be archived and remain the ownership of the Inbound Marketing Agency.
7.12 Website Launch
- please note that the Customer must pay all costs associated with the website prior to going live. Once all payments have been received by the Marketing Agency the website will go live. Any delays in payment received will impact the go live date. Before launch the Inbound Marketing Agency will test and quality check the website before launch on mobile browser compatibility which will be done using a Browserstack and the latest operating system on the following devices:
7.13 Inbound Video:
For all Inbound Video produced by the Inbound Marketing Agency the customer must have in place a Vidyard License. All contractual relationships for this license are directly between the Customer and Vidyard (https://www.vidyard.com). Parties may also agree another video provider.
7.14 Client WorkShops;
For all workshops, travel expenses are to be billed separately to the customer following the workshop being completed. Expenses to include travel (trains, flights, mileage and accommodation). The Inbound Marketing Agency will document all expenses claims and provide all evidence to the Customer upon request. For workshops on site at the Inbound Marketing Agency: any discount offer is at the discretion of the Inbound Agency. All fees must be paid prior to the commencement of the workshop failure to do so will void the customers attendance. Any dispute on the outcome of the workshop must be provided in writing within two business days to the Inbound Marketing Agency, failure to do so will result in the offer being unactionable.
8. INTELLECTUAL PROPERTY
All Intellectual Property Rights in or arising out of or in connection with the Work (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Inbound Marketing Agency until such time that the Customer has paid the Fees for the Work relating to the Intellectual Property Rights.
The Customer grants the the Inbound Marketing Agency a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the the Inbound Marketing Agency for the term of the Contract for the purpose of providing the Services to the Customer.
9. STANDARD OF CARE:
The Work shall be carried out by the Inbound Marketing Agency in a manner consistent with that level of care and skill ordinarily exercised by others currently providing similar services under similar circumstances at the time the services are performed. No other warranty, express or implied, whether contained in materials provided or statements made by the Inbound Marketing Agency with respect to the quality, result, effectiveness or outcome of the work including any implied warranties of merchantability and fitness for a particular purpose and any warranty as to non-infringement, and any such additional warranties are hereby expressly disclaimed.
The Customer’s sole remedy for a breach of the foregoing warranty is to require the Inbound Marketing Agents to correct or replace, at the Inbound Marketing Agents’ election, the affected service if the breach of warranty is made known to the Inbound Marketing Agents in writing within 3 months from the date the affected services were provided.
The Inbound Marketing Agency does not provide any warranty or guaranty with respect to third party software or hardware (Such as the software platform of any website) and accordingly, (a) The Inbound Marketing Agency has no responsibility to correct, or pay for the correction of, errors or problems arising from or caused by third party software or hardware, and (b) The Inbound Marketing Agency does not warrant that the service or operation of any web site will be uninterrupted, error-free, or completely secure. The Customer assumes all risks related to processing of transaction relation to electronic commerce.
10. LIMITATIONS OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation; and
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Notwithstanding clause 10.1, in no event shall the Inbound Marketing Agency or any of its owners, officers or employees be liable to Customer, or anyone claiming by, through or under Customer, for any special, incidental, indirect or consequential damages whatsoever arising out of or resulting in any way, directly or indirectly, from the Work or the acts or omissions of the Inbound Marketing Agency’ employees or agents, whether or not any such losses or damages are caused by negligence, professional errors or omissions, strict liability, breach of contract, breach of implied warranty or otherwise.
Unless the Customer notifies the Inbound Marketing Agency that it intends to make a claim in respect of an event within the notice period, the Inbound Marketing Agency shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
Subject to clause 10.1, the Supplier’s total liability to the Customer shall not exceed the Fees paid in the month preceding the date on which the Supplier became liable.
The following types of loss are wholly excluded:
a) Loss of profits
b) Loss of sales or business.
c) Loss of agreements or contracts.
d) Loss of anticipated savings.
e) Loss of use or corruption of software, data or information.
f) Loss of or damage to goodwill.
g) Indirect or consequential loss.
This clause 10 shall survive termination of the Contract.
The Customer will indemnify, defend and hold harmless the Inbound Marketing Agency against any liability or claim for patent, trademark or other Intellectual Property Right infringement or misappropriation arising out of or resulting from each other’s respective marketing materials.
The Inbound Marketing agency can support the following browsers:
It is the Customer’s responsibility and best practice to keep your web browsers updated to the latest version to ensure that websites render properly. To update HubSpot's supported browsers, take the steps in the following links:
11. FORCE MAJEURE:
The Inbound Marketing Agency is not liable for any failure to perform, or delay in performance, due to circumstances beyond its reasonable control, including but not limited to, riots, wars, fires, floods, explosions, strikes, acts of nature, and acts of government. If the Inbound Marketing Agency’s services are interrupted due to any such force majeure cause, the Customer and the Inbound Marketing Agency shall negotiate a reasonable extension of time for the Inbound Marketing Agency’s performance and payment of any additional costs to be incurred by the Inbound Marketing Agency as a result thereof.
12. PERMISSIONS AND RELEASES:
The Customer agrees to indemnify and hold harmless the Inbound Marketing Agency against any and all claims, costs, and expenses, including legal fees, due to materials included in the Work at the request of the Customer for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
This agreement will remain in place until the Customer or the Inbound Marketing Agency terminates this agreement with a 30-day notice.
In the event that Work or any Additional Work is postponed or terminated at the request of the Customer, the Inbound Marketing Agency shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Contract. If additional payment is due, this shall be payable within fourteen days of the Customer’s written notification to stop work.
In the event of termination, the Customer shall also pay any expenses incurred by the Inbound Marketing Agency (agreed in writing in advance) and the Inbound Marketing Agency shall own all rights to the Work until the Customer pays any outstanding expenses. Subject to this Section 13.3. The Customer shall assume responsibility for all collection of legal fees necessitated by default in payment.
Without affecting any other right or remedy available to it, the Inbound Marketing Agency may terminate the Contract with immediate effect by giving written notice to the Customer if:
a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
d) the Customer’s financial position deteriorates to such an extent that in the Inbound Marketing Agency’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
e) the Customer fails to pay any amount due under the Contract on the due date for payment; or
f) there is a change of control of the Customer.
14. CONSEQUENCES OF TERMINATION
On termination of the Contract:
a) the Customer shall immediately pay to the Inbound Marketing Agency all of the Inbound Marketing Agency's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Inbound Marketing Agency shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b) the Customer shall return all of the materials, equipment, documents and other property of the Inbound Marketing Agency which have not been fully paid for. If the Customer fails to do so, then the Inbound Marketing Agency may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
Termination of the Contract 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 Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
The Customer and the Inbound Marketing Agency are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Customer nor the Inbound Marketing Agency has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.3 Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Except as set out in these terms and conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.6 Entire agreement.
a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.7 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
GDPR Addendum to standard terms of business
Either you and/or your affiliates, including subsidiaries and holding companies (collectively, “you” and “your”) supply services and products to you. From 25 May 2018, the terms set out below will form Appendix A to the agreement made between you and Digital 22 Online Ltd(the “Agreement”) to coincide with the taking effect of the General Data Protection Regulation (2016/679) (“GDPR”).
1 DATA PROCESSING
1.1 For the purposes of this Clause 1, controller, data subject, personal data, processing and processor shall have the meaning given to them in Regulation (EU) 2016/679 (GDPR).
1.2 In respect of personal data processed by Digital 22 Online Limited (Service Provider) on behalf of the Customer under the Agreement, the parties agree that the Customer shall be the controller and the Service Provider shall be the processor.
1.3 The Service Provider shall:
1.3.1 process the personal data solely for the purposes of performing its obligations under the Agreement;
1.3.2 process the personal data on the documented instructions from the Customer, unless required to do so by English, European Union (EU) or EU Member State law to which the Service Provider is subject. In such a case, the Service Provider shall inform the Customer of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest);
1.3.3 not transfer the personal data outside the area comprising the United Kingdom and the European Economic Area without the prior written consent of the Customer;
1.3.4 immediately inform the Customer if, in its opinion, an instruction of the Customer infringes the GDPR or other EU or EU Member State data protection provisions;
1.3.5 ensure that the Service Provider’s personnel authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
1.3.6 taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of the varying likelihood and severity of rights and freedoms of natural persons, in relation to the personal data, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk including considering those measures referred to in Article 32 of the GDPR (‘Security of processing’);
1.3.7 taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising data subjects’ rights laid down in Chapter III (‘Rights of the data subject’) of the GDPR;
1.3.8 taking into account the nature of the processing and information available to the Customer, provide assistance to the Customer in order to assist the Customer in ensuring the Customer’s compliance with the obligations set out in GDPR Article 32 (‘Security of processing’), Article 33 (‘Notification of a personal data breach to the supervisory authority’), Article 34 (‘Communication of a personal data breach to the data subject’), Article 35 (‘Data protection impact assessment’), and Article 36 (‘Prior consultation’), in each case solely in relation to processing of the personal data;
1.3.9 at the option of the Customer, delete or return all the personal data to the Customer after the end of the provision of services relating to processing, and delete existing copies unless English, EU or EU Member State law requires storage of the personal data; and
1.3.10 make available to the Customer all information necessary to demonstrate compliance with Article 28 of the GDPR and permit audits and inspections conducted by the Customer or an auditor appointed by the Customer.
1.4 The Service Provider shall not subcontract its processing of the personal data under the Agreement to any third party without the prior written consent of the Customer.
1.5 The Customer shall ensure that the arrangement between it and each processor authorised by the Customer pursuant to Clause 1.4 is governed by a written contract including the same data protection obligations as those set out in the Agreement which are required by Article 28(3) of the GDPR.
1.6 The Service Provider shall provide assistance requested by the Customer in relation to the fulfilment of the Customer’s obligation to cooperate with the relevant supervisory authority under Article 31 GDPR.
1.7 The Service Provider warrants and represents that it shall comply with the GDPR and all other applicable laws and regulations, relevant industry codes of practice and guidance in relation to the processing of personal data under the Agreement.
1.8 If there is any conflict between the terms of this Appendix A and any other terms of the Agreement, then the terms of this Appendix A shall prevail.
1.9 Notwithstanding any other provision of this agreement, nothing in the Agreement excludes or limits the Service Provider’s liability under this Appendix A.
This addendum and any non-contractual obligations connected to it shall be governed by and construed in accordance with the laws of England and Wales and you submit to the exclusive jurisdiction of the courts of England and Wales in respect of it.
Unless otherwise set out in this addendum, all other terms of the Agreement will remain in effect. In the event of any conflict or inconsistency between the terms of the Agreement and the terms of this addendum, the terms of this addendum shall prevail.