Last updated: October 2024

My Content Pal Ltd SUBSCRIPTION AGREEMENT 

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My Content Pal Ltd (“My Content Pal Ltd”) provides full-stack copywriting services under the terms and conditions outlined in this Subscription Agreement (the “Agreement”). Please read these terms carefully.

In this Agreement, “you” and “your” refer to the person or entity using the site. My Content Pal Ltd and you are collectively referred to as the “Parties” and individually as a “Party.” This Agreement becomes effective when you click the “Pay” button (the “Effective Date”).

By clicking the “Pay” button, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, click “Cancel.” However, by using My Content Pal Ltd services, you indicate your acceptance of this Agreement.

  1. Services and Obligations of the Parties 

1.1 The Services: The Services provided are detailed in the Product Descriptions within your My Content Pal Ltd subscription invoice. Any services not explicitly listed in the applicable Product Description are not included in the scope of the Services.

1.2 My Content Pal Ltd Obligations: My Content Pal Ltd will perform the Services professionally and diligently, aiming to meet deadlines. We may hire additional personnel as needed but will remain responsible for their performance and adherence to this Agreement. My Content Pal Ltd is free to offer similar services to others, even if such services compete with the client’s interests.

1.3 Your Obligations: To ensure successful delivery of the Services, the client agrees to:

  • Cooperate fully with My Content Pal Ltd;
  • Provide necessary access to facilities, documents, and personnel;
  • Supply accurate materials or information promptly;
  • Respond to requests required for Service performance.

1.4 Effect of Delays: My Content Pal Ltd is not liable for any costs or losses if performance is delayed due to the client’s actions or omissions. We are also not liable for damages from adjustments, postponements, or terminations caused by the client.

  1. Term and Termination 

2.1 Term: The subscription starts on the Effective Date and lasts for either 30 or 90 days, as specified. It automatically renews for successive periods of the same length unless either party provides 30 days’ written notice before the end of the current term.

2.2 Termination:

  • For Convenience: Either party can terminate with 30 days’ written notice.
  • Termination by My Content Pal Ltd: 
    • Immediate Suspension by My Content Pal Ltd: If the client fails to pay any fees within ten (10) days after the invoice due date, My Content Pal Ltd reserves the right to suspend all services until full payment is received.
    • Immediate Termination by My Content Pal Ltd: If payment is not received within a further ten (10) days from suspension, My Content Pal Ltd reserves the right to terminate the Agreement.
  • Termination by Client: If My Content Pal Ltd fails to deliver the agreed deliverables within 10 days after the subscription renewal date or the last sent deliverable.

2.3 Pause of Subscription:

  • Eligibility for Pause
    The subscriber may request to temporarily pause their subscription (“Pause Period”) under the following conditions:

    • The Pause Period has a maximum duration of 30 days within any 6-month period.
    • The subscription may only be paused twice within a 12-month period, with a maximum total Pause Period of 30 days.
  • Request Process
    • The request to initiate a Pause Period must be submitted in writing to My Content Pal Ltd through the portal at least [insert number of days] before the desired start date of the Pause Period.
    • Requests for extending the Pause Period must be submitted in writing at least [insert number of days] days before the end of the current Pause Period. Extensions are subject to approval and may not exceed the maximum limit of 60 days within any Y-month period.
  • Suspension of Services
    • During the Pause Period, access to all subscription services will be suspended.
    • Billing will be paused during the Pause Period, and no charges will accrue for the duration of the pause.
  • Resumption of Subscription
    • The subscription will automatically resume at the end of the Pause Period unless the subscriber still has remaining paid days from the original billing cycle or requests an earlier reactivation.
    • To request reactivation before the end of the Pause Period, the subscriber must submit a written request at least 5 working days before the desired reactivation date.
    • If early reactivation is requested, billing will resume on the reactivation date as normal.
  • Termination During Pause
    • The subscriber may request termination of the subscription at any time during the Pause Period in accordance with Section [insert section number] of this agreement.
  • Reactivation and Billing
    • Upon resumption, normal billing will resume based on the original subscription terms. The subscriber will be billed according to the standard billing cycle starting from the end of the Pause Period or the reactivation date, whichever is applicable.
  • Administrative Matters
    • All requests and communications regarding the Pause Period should be conveyed by creating a ticket via the portal.
    • My Content Pal Ltd reserves the right to modify the terms of the Pause Period policy with reasonable notice to the subscriber.
  1. Fees and Expenses 

3.1 Service Fees: In exchange for the Services, the client shall pay My Content Pal Ltd the fees as specified in each Scope and in accordance with the terms of this Agreement. For Services provided at a fixed price, the total fees shall be payable as a lump sum as stated in the applicable Scope. 

3.2 By subscribing to My Content Pal Ltd, you agree that this is not a credit agreement and that payment for your chosen subscription is required at the time of selection, based on the prices listed at that time.

You can choose to be billed monthly or quarterly:

  • Monthly Billing: Your credit card will be charged monthly, starting on the Effective Date and continuing every month thereafter.
  • Quarterly Billing: Your credit card will be charged the full amount for the chosen subscription tier every three months, starting on the Effective Date. Changes to your subscription can only be made at the time of renewal for quarterly billing.

You are responsible for paying all fees and charges associated with your subscription, including any applicable taxes, at the rates in effect when the charges are incurred.

3.3 Late Fees: If you fail to pay any portion of the fees owed within thirty (30) days from the date on the invoice, My Content Pal reserves the right to impose the following charges:

  • Interest on Late Payments: Statutory interest on overdue commercial debts is charged at a rate of 8% plus the Bank of England base rate.
  • Fixed Sum Compensation: My Content Pal may charge a fixed sum for the cost of recovering a debt based on the amount owed, as outlined below:
    • £40 for debts up to £999.99
    • £70 for debts from £1,000 to £9,999.99
    • £100 for debts of £10,000 or more
  • One-Time Charge: The fixed recovery cost can only be charged once per unpaid invoice.
  1. Confidentiality and Non-Solicitation 

4.1 Confidentiality

  • Confidential Information: Both parties agree to keep confidential all terms and conditions of this Agreement, as well as any information exchanged related to business affairs, operations, plans, intellectual property, trade secrets, know-how, practices, and commercial strategies. This includes personal data as defined by GDPR.
  • Use of Confidential Information: Confidential information provided under this Agreement may only be used by the receiving party to perform or obtain the services outlined in the Agreement or as explicitly allowed by this Agreement. Each party must protect the other party’s information and personal data and may not disclose it to any third party without prior written consent, except where disclosure is required by law or necessary to fulfill the terms of this Agreement.
  • Exceptions: The confidentiality obligations do not apply to information that becomes publicly available through no fault of the receiving party.
  • Duration of Confidentiality: These confidentiality obligations remain in effect during the Term of the Agreement and continue for one (1) year after its termination, including adherence to data protection regulations.

4.2 Non-Solicitation: During the term of this Agreement and 6 months after its termination, the client agrees not to, directly or indirectly:

  • Employ or hire any person who is or was employed by My Content Pal Ltd, or
  • Allow any company or organization under the client’s control to employ or hire such a person,
  • Recruit, solicit, or attempt to hire such a person, or
  • Assist any entity in recruiting, soliciting, or attempting to hire such a person.

This restriction applies to individuals who were employed by My Content Pal Ltd or served as its agents or consultants at any time during the Agreement’s term.

  1. Ownership of Deliverables; Intellectual Property Rights 

5.1 Definitions: For the purposes of this Agreement: 

(a) “Client Materials” refers to any documents, data, information, specifications, content, photographs, and other materials that Client provides or makes available to My Content Pal Ltd for use in connection with this Agreement. 

(b) “Deliverables” refers to all completed work, designs, content, videos, and other materials created by or on behalf of My Content Pal Ltd while performing the Services. This includes any items specified as a work product in each Scope, provided they are accepted and paid for by the client.

(c) “Intellectual Property Rights” means any rights associated with intellectual property, including:

  • rights in patents and inventions
  • trademarks, service marks, trade names, logos, and corporate names (in each case, whether registered or unregistered), including all associated goodwill,
  • copyrights (registered or unregistered) and works of authorship,
  • computer software, data, databases, and documentation thereof,
  • trade secrets, and
  • all rights, remedies against infringements, and rights to protect such interests. 

(d) “My Content Pal Ltd Materials” refers to all documents, data, know-how, methodologies, tools, processes, systems, and other materials created, developed, or acquired by My Content Pal Ltd independently of this Agreement. This includes any work product generated by My Content Pal Ltd during the performance of the Services that is not accepted or used by the client and any work not included in the final Deliverables.

(e) “Third-Party Materials” refers to materials and information, in any form or medium, that are not proprietary to My Content Pal Ltd. This includes software (including open-source software), documents, data, content, specifications, products, equipment, or components that are incorporated into the Deliverables or used by My Content Pal Ltd in providing the Services.

5.2 Ownership of Deliverables: Upon full payment for the Services as outlined in this Agreement and any applicable Scope, the client will be the sole and exclusive owner of all rights, titles, and interests in the deliverables, including all associated Intellectual Property Rights.

5.3 Third-Party Materials: The Deliverables may include or work with Third-Party Materials. My Content Pal Ltd will inform the client about any Third-Party Materials included in or required for use with the Deliverables before or at the time of delivery.

All Third-Party Materials are governed by the terms of the applicable Third-party License agreements (“Third-Party Agreements”). My Content Pal Ltd will provide a copy of these agreements or any relevant online terms and conditions upon request.

Clients must comply with all applicable Third-Party Agreements. Any breach of these agreements by the client will be considered a breach of this Agreement. Ownership of all Third-Party Materials and their associated Intellectual Property Rights remains with their respective owners, except as expressly licensed or sub-licensed to clients under the applicable Third-Party Agreements or this Agreement.

5.4 My Content Pal Ltd Materials: My Content Pal Ltd and its licensors will remain the sole and exclusive owners of all rights, titles, and interests in the My Content Pal Ltd Materials and related Intellectual Property Rights, as well as the processes used to provide the Services.

My Content Pal Ltd grants clients a limited, royalty-free, non-transferable, non-sublicensable, worldwide License to use, display, and reproduce My Content Pal Ltd Materials only as necessary to use the Deliverables. This license allows clients to incorporate My Content Pal Ltd Materials into, combine with, or use them in connection with the Deliverables, but only to the extent needed for their intended use.

All other rights to the My Content Pal Ltd Materials are expressly reserved by My Content Pal Ltd. Clients may not, directly or indirectly, reverse engineer, deconstruct, disassemble, or attempt to discover, recreate, or reuse the processes, ideas, or know-how related to My Content Pal Ltd Materials or Services.

5.5 Client Materials: The client and its licensors will remain the sole and exclusive owners of all rights, titles, and interests in the client Materials, including all associated Intellectual Property Rights.

The client grants My Content Pal Ltd a royalty-free, non-exclusive License to use, reproduce, perform, display, distribute, modify, and create derivative works from the Client Materials. This License is granted solely for the purpose of developing the Deliverables and performing the Services.

  1. Indemnification 

6.1 Mutual Indemnification: Each party (the “Indemnifying Party”) agrees to indemnify and hold the other party harmless from any costs, damages, liabilities, losses, or expenses arising from any third-party claim or action directly resulting from::

  • A material breach of any terms and conditions of the Agreement by the Indemnifying Party or its Representatives, orGross negligence or any other willful or serious misconduct by the Indemnifying Party.
  1. Injunctive Relief: Each party recognizes that a breach of Section 4 (Confidentiality; Non-Solicitation) or Section 5 (Intellectual Property Rights) could cause irreparable harm to the non-breaching party, for which monetary damages would be insufficient. In the event of such a breach or threat of breach, the non-breaching party is entitled to seek equitable relief, including injunctions (interdict), specific performance, and any other available remedies. These remedies are in addition to, and not exclusive of, any other legal or equitable remedies that may be available.
  2. Miscellaneous 

8.1 Relationship of the Parties; No-Exclusivity: The parties acknowledge and agree that they are acting as independent contractors and that this Agreement does not create any form of agency, partnership, joint venture, employment, or fiduciary relationship between them. Neither party has the authority to act on behalf of or bind the other party in any manner. This Agreement does not establish an exclusive relationship between the parties, and both parties remain free to engage with or work for other third parties in similar capacities or for similar purposes as described in this Agreement.

8.2 Assignment: Neither party may assign or transfer its rights or delegate its obligations under this Agreement without obtaining the other party’s prior written consent, which will not be unreasonably withheld. Any assignment or delegation made in violation of this Section is considered null and void. This Agreement will be binding on the successors and permitted assigns of both parties.

8.3 Force Majeure: Neither party will be held liable for any loss or delay resulting from a force majeure event, which may include, but is not limited to, acts of God, fire, natural disasters, labor stoppages, war, military hostilities, or failures in carrier delivery. In the event of such delays, any affected milestones or delivery dates will be extended to accommodate the duration of the disruption.

8.4 Entire Agreement; Amendment: This Agreement, together with all applicable Scopes and/or Change Orders incorporated by reference, constitutes the entire and exclusive agreement between the parties concerning the subject matter hereof. It supersedes and replaces all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, relating to the subject matter of this Agreement. In the event of any conflict between the terms of this Agreement and any Scope, the terms of the most recent Scope will take precedence. Any modifications or amendments to this Agreement or any Scope must be made in writing and signed by authorized representatives of both parties.

8.5 Notices: Unless otherwise specified in this Agreement, all notices must be given in writing and can be delivered by one of the following methods: email (with receipt confirmation), hand delivery, or by post to the business address of each party as listed below. Notices delivered by email are valid if receipt is confirmed. Notices delivered by hand are deemed received at the time of delivery. Notices sent by post are considered valid if dispatched to the business address and will be deemed received three (3) business days after posting.

The parties shall ensure that any changes to their contact details are promptly communicated in writing to the other party.

My Content Pal Ltd Ltd

17-19 Hill Street

Kilmarnock

East Ayrshire

Scotland

KA3 1HA
support@mycontentpal.com

8.6 Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement will be considered a waiver of that right or remedy. A waiver of one breach does not waive any other breaches or prevent the exercise of any other rights under this Agreement.

8.7 No Third-Party Beneficiaries: This Agreement is intended solely for the benefit of Client and My Content Pal Ltd, including their respective Representatives and permitted successors and assigns. It does not grant any legal or equitable rights, benefits, or remedies to any other person or entity, whether expressed or implied.

8.8 Severability: If any provision of this Agreement is found to be invalid, unenforceable, or illegal, a court of competent jurisdiction may sever that provision from the Agreement. The remaining provisions will continue to be in full force and effect.

8.9 Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

8.10 Survival: Provisions of these terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement and any applicable Scope including, but not limited to, Section 3 through 10 of this Agreement. In addition, My Content Pal Ltd will be entitled to receipt of pro rata payment for Services rendered prior to termination. 

8.11 Counterparts: Certain provisions of these terms, which by their nature are intended to continue beyond the termination or expiration of this Agreement and any applicable Scope, will remain in effect. This includes, but is not limited to, Sections 3 through 10 of this Agreement. Additionally, My Content Pal Ltd will be entitled to receive pro rata payment for any Services provided prior to termination.

8.12 Code of Ethics, Conduct & Values: My Content Pal Ltd has a zero-tolerance policy for racist, supremacist, sexist, misogynist, homophobic, transphobic, discriminatory, or otherwise unethical conduct or language, whether directed at our team members or expressed publicly. Any violation of this policy will lead to an immediate halt of work and services and the termination of our contract.

8.13 Ethical Content Creation Policy: My Content Pal Ltd will not create or post content that is racist, supremacist, sexist, misogynist, homophobic, transphobic, discriminatory, inappropriately sexual, or otherwise unethical, regardless of any client requests. If a client continues to make such requests, My Content Pal Ltd will stop work and terminate the contract.

 

Our contact details:

My Content Pal Ltd, 17-19 Hill Street, Kilmarnock, Scotland, KA3 1HA
Registered in Scotland
Company No. SC691448
VAT Number: GB 405169217

Support@mycontentpal.com