1.1 In these Terms and Conditions, unless the context requires otherwise:
1.2 The headings in these Terms and Conditions are included for convenience and shall not affect their interpretation.
2.1 Top Knowledge Media agrees to provide digital marketing, content creation, public relations, market research, and other services as agreed between the parties.
2.2 The scope of services may vary based on the Client’s needs and shall be clearly outlined in the Service Agreement or Proposal.
3.1 The Client agrees to pay for the Services as outlined in the Service Agreement or Proposal. All payments must be made in accordance with the terms and deadlines specified in the agreement.
3.2 All prices are exclusive of VAT, taxes, or any other charges unless stated otherwise.
3.3 Late payments may incur interest charges at a rate of 20% per month on overdue amounts, from the due date until the date of payment.
4.1 The Client shall provide Top Knowledge Media with all necessary information and resources to facilitate the provision of the Services.
4.2 The Client shall cooperate with Top Knowledge Media and ensure timely feedback and decisions related to the Services.
5.1 All intellectual property rights in the materials provided by Top Knowledge Media in the course of delivering the Services shall remain with Top Knowledge Media, unless otherwise agreed in writing.
5.2 The Client is granted a non-exclusive, non-transferable license to use the intellectual property solely for the purposes of the services provided during the term of the Contract.
5.3 The Client shall not sub-license, assign, or transfer the rights without the prior written consent of Top Knowledge Media.
6.1 The Contract shall begin on the agreed commencement date and shall continue until terminated by either party in accordance with these terms.
6.2 Either party may terminate the Contract by providing written notice if the other party is in material breach of the terms and fails to remedy the breach within [X] days of notice.
6.3 Top Knowledge Media may terminate the Contract with immediate effect if the Client fails to make any payment when due.
6.4 Upon termination, the Client must pay for all Services rendered and any outstanding invoices as of the termination date.
7.1 Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of the Contract.
7.2 Confidential information may only be disclosed to employees or agents who need to know for the purpose of performing the Services, provided they are bound by confidentiality obligations.
7.3 Confidentiality obligations will survive the termination of the Contract.
8.1 Neither party will be liable for failure to perform obligations under the Contract if such failure is caused by Force Majeure, including but not limited to acts of God, war, terrorism, or other events outside the reasonable control of the parties.
8.2 The party affected by Force Majeure shall notify the other party immediately and make reasonable efforts to mitigate the effects of the event.
9.1 Top Knowledge Media’s liability for any claim under the Contract shall not exceed the total fees paid by the Client for the Services that gave rise to the claim.
9.2 Top Knowledge Media shall not be liable for any indirect, consequential, or special damages, including loss of profits or data.
10.1 The Contract shall be governed by and construed in accordance with the laws of Ghana.
10.2 Any dispute arising from or in connection with the Contract shall be resolved through the courts of Ghana, to the exclusive jurisdiction of which the parties submit.
11.1 These Terms and Conditions constitute the entire agreement between the parties and supersede all previous understandings, representations, or agreements, whether oral or written, relating to the subject matter hereof.
12.1 No amendment or variation of the Contract shall be effective unless it is in writing and signed by both parties.
13.1 Any notice given under the Contract shall be in writing and sent to the addresses specified in the Service Agreement or Proposal.
13.2 Notices sent by hand or by pre-paid first-class post shall be deemed received as follows:
14.1 No third party shall have any rights to enforce any term of the Contract unless expressly stated otherwise.
These Terms & Conditions provide a clear framework for the agreement between Top Knowledge Media and its clients. They are subject to further adjustments as necessary for specific service agreements or business needs.
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