These Terms & Conditions form the basis of contracts between Mentor Capital & Business Advisory LTD (the “Company”) and its business clients. Please read them carefully before ordering Services. These Terms apply when incorporated into an accepted Order or otherwise validly agreed between the parties. Website access alone does not necessarily constitute acceptance of a services contract.

1.     DEFINITIONS AND INTERPRETATION

1.1.   In these terms and conditions the following definitions apply unless otherwise stated:

‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in Malta are open for business.

‘Contract’ means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.

‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.

‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

‘Group Company’ means a company which is a subsidiary or holding company of the Company.

‘Company’ means Mentor Capital & Business Advisory LTD a company incorporated in Malta, Company registration number: C 113975, whose registered office is at: Fawwara Building, Triq L-Imsida, Gzira, GZR 1401, Malta

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Order’ means the order placed by the Client through online Paypal / Credit Card purchase or by email instruction that an order is to be placed. Together with these terms and conditions the order shall form a binding contract.

‘Quotation’ means the written quotation prepared by the Company which contains its proposals for providing Services to the Clients. Unless a bespoke quotation is prepared, this quotation will be those services and prices displayed on the Company website and visible to the Client at the time of order.

‘Services’ means the services the Company will provide to the Client as specified in the Order and as revised on the www.mcba-evo.com website from time to time, as needed to comply with applicable laws or to more effectively produce business results for our clients.

‘Specification’ means the description or specification of the Services in the Order, which will usually be as displayed on the Company website and visible to the Client at the time of order.

‘Terms’ means these terms and conditions as updated from time to time by the Company.

‘VAT’ means value added tax chargeable under the Maltese law and any similar additional tax payable on the services provided.

1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.

1.3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2.     TERMS AND CONDITIONS

2.1. These Terms shall govern the Company-Client relationship to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or in the course of dealings between the Company and the Client.

2.2. These Terms and the Order may only be varied by express written agreement between the Company and the Client.

3.     THE CONTRACT

3.1. The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.

3.2. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, or sign the order form, or when the Company has started to provide the Services having received the Order and the Client has paid in advance the said Services, whichever happens first, at which point the Contract shall come into existence. The company will be deemed to have started providing the Services on such date as the kick-off activity or kick-off meeting with the client took place and only after the Client has paid in advance the Services.

3.3. The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.

3.4. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s brochures, website or advertisements are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.

3.5. A Quotation for the supply of Services given by the Company shall not constitute an offer.  A Quotation shall only be valid for a period of 14 Days from its date of issue.

3.6. CANCELLATION: Unless an Order expressly states otherwise, Social Media Management Services begin with an initial twelve (12) month subscription period and are billed monthly in advance. The Client may terminate early without an early-termination penalty by giving sixty (60) Business Days’ written notice to info@mcba-group.com. Services and fees continue during the notice period; prepaid fees for properly supplied Services are non-refundable, subject to mandatory law and Clause 8.5. Following the initial period, the subscription renews monthly unless terminated on the same notice basis. A separately agreed discounted annual package is subject to Clause 13.9.

4.     COMPANY OBLIGATIONS AND WARRANTIES

4.1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.

4.2. The Company shall use all reasonable endeavors to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.  The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.

4.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.

4.4. The Company shall be entitled to use a Group Company, subcontractors or other third party services for the provision of the Services provided that the Company remains responsible to the Client for its contractual performance, subject in all cases to the exclusions and aggregate liability cap in Clause 9 and to liabilities that cannot lawfully be excluded or limited.

4.5. The provided social media campaigns under any selected package will target only engagement targets and performance which is based on the engagement of the audience within the selected social media channels. The client will indicate a monthly budget separately from the one that is paid to EVO which will be directed solely to promote the social media channels and achieve the desired engagement factors

4.6. In case the client is interested in any type of Leads generation campaigns, this service will be quoted separately and will not be included in the chosen social media package. Each leads generation campaign will carry a separate budget and a fee in accordance to the specific proposal and targets of the clients and EVO.

5.     CLIENT’S OBLIGATIONS AND INDEMNITIES

5.1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.

5.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and / or approve materials provided under the Services, including (without limitation) the monthly operation plan, post plan,  graphic material, content material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems, provide admin access to the company, allow any management access for the company or where it may otherwise be required by the Company.

5.3.   The Client shall be obliged to inform the Company immediately of changes of domain names, websites, passwords, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.

5.4.   In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 5 Business Days of the date requested by the Company) the Company shall not reimburse the Client for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.

5.5.  Third-Party Claims and Client Indemnification: To the maximum extent permitted by applicable law, the Client shall indemnify and hold harmless the Company, its directors, officers, employees and subcontractors against third-party claims, liabilities, damages, settlements, and reasonable legal costs arising from:

(a) Materials, information, instructions, representations or claims supplied or expressly approved by the Client;

(b) Advertising, social media publications, images, videos and other marketing materials approved by the Client for publication, including AI-generated content;

(c) Alleged infringement of intellectual property rights, trademark rights, copyright, rights of publicity, defamation, misleading advertising or other third-party rights arising from the matters described in paragraphs (a) and (b);

(d) The Client's publication, distribution, modification or reuse of materials outside the agreed scope of Services.

This indemnity shall apply only to the extent that the relevant claim arises from the matters described above and shall not apply to the extent caused by the Company's fraud, wilful misconduct, gross negligence, or other liability that cannot lawfully be excluded or transferred.

The Company shall promptly notify the Client of any relevant claim and reasonably cooperate in its defense. Neither party shall agree to a settlement imposing liability or obligations on the other without that party's prior written consent, not to be unreasonably withheld.

5.5.1. Third-Party Claim Procedures: Where a third-party claim falls within the Client's indemnification obligations under Clause 5.5, the Client shall reimburse the Company for reasonable and properly documented legal defense costs and other covered expenses, to the extent permitted by applicable law.

The Company shall be entitled to appoint independent legal counsel where its interests may conflict with those of the Client.

Both parties shall cooperate reasonably in the defense of the claim and shall not agree to any settlement imposing obligations on the other party without that party's prior written consent, not to be unreasonably withheld.

The Client shall not be responsible for costs or liabilities attributable to conduct expressly excluded from indemnification under Clause 5.5.

5.6.   The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act and hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.

5.7. The Company require that prior notice be given for any alterations relating to the Client’s social media profile(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s profile(s) then performance and brand integrity may be affected and the Company cannot be held responsible.

5.8. The Client shall be obliged to follow the Company’s operation protocol to ensure prompt operations:

- The Client will nominate a sole representative to be in charge on the online marketing / Social Media correspondent with your account manager within the Company.

- Operational instructions and approvals may be communicated by email or another agreed written electronic channel in accordance with Clause 11.2, provided the communication can be retained as a record.

- The Company shall provide the Client a working plan (depend on the service chosen). The Client shall confirm or request changes to the plan in an agreed written electronic channel before execution, subject to Clause 11.2.

- The Client shall respond on the Company’s working plan, not later than 5 working days.

- Upon Client confirmation for the working plan and the starting of executing it by the Company, the Client will not be able to modify or change in any way the working plan.

- The Operation protocol is a part of Clause 5 which the Client must follow in a whole as part of this agreement.

6.     PRICES

6.1. Unless otherwise expressly stated, all prices shall be in EURO and shall be exclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.

Maltese Companies or Private persons located in Malta shall pay the fees in Euro.

6.1.1 Price Adjustment and Update

MCBA EVO reserve the right to adjust the price/service fee at any time according to the market cost increase and other factors that affect directly and indirectly the costs of services. In the case of price adjustment, MCBA EVO shall provide the client with written notice of the change, 30 days prior to the date the change is to become effective

MCBA EVO will update the service prices automatically, each calendar year in a fixed 5% increase that will be added to the service costs and reflect the market costs increase and other factors that affect directly and indirectly the costs of services.

The price change will take effect without any further notice and is agreed upon by the parties as part of these terms and conditions.

6.2.   The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a license directly with such third party.  Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third party owners and licensors.

6.3.a All Social Media Packages are provided on a monthly or annual subscription basis, as specified in the Order. Renewal and termination are governed by Clauses 3.6, 13.1 and 13.9. Unless expressly agreed otherwise, the Client must give at least sixty (60) Business Days’ written notice of termination. Services and fees continue during the notice period.

6.3.b   Other services Packages are sold as one-off purchases, by default no recurring subscriptions are entered into.

6.4.   The Company may from time to time offer discounts for payment by certain preferred payment methods and / or within certain time frames, as stipulated by the Company in its Quotation. Failure by the Client to make payment via the prescribed payment method and within the prescribed timeframes will result in forfeiture of the discount and the Client will become liable to paying the ongoing and outstanding subscription at the full rate.

6.5 The Setup fee for the Social Media management packages, as mentioned on the website or the company proposal, shall be free of charge for clients which oblige for at least 12 months of social media management services plan.

6.6 The client acknowledged that any promotional campaign, as part of the Social media packages presented on this site (e.g. PPC campaign on any social media channel, Facebook promotion campaign, Instagram promotion campaign, LinkedIn promotion campaign, etc’) will be budgeted by the client and paid by him. The social media package do not include any promotion or publicity budgets.

6.7 The company will provide management services for the promotion campaign types mentioned in art. 6.6, in accordance with the following proposal terms that were given to the client.

7.     PAYMENT

7.1 Strategy Payment:

50% of the total amount will be paid as an advance upon signing the contract and commencement of work.

The remaining 50% will be paid upon delivery and confirmation of the strategy.

7.2 Social Media Management (SMM) Payment:

The first month's SMM fee will be paid in advance immediately after the strategy is confirmed.

Subsequent monthly payments will be made one month in advance, on the same date each month.

7.3 Commencement of Work: Work will commence only after the completion of the initial payment.

7.4 Additional Services:

For any additional services such as video editing, real-time marketing (RTM), extra posts, event posting, lead generation, etc., the prices will be agreed upon in writing and added to the forthcoming invoice.

7.5.  The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

7.6. In the event of overdue payment, interest shall accrue on the invoice amount in amount of 0.3% per each day of delay. The penalty amount can exceed the principal’s amount.

7.7. Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach. In case the Services have not been paid in advance at the allotted time, then the Company will stop providing the Services until the completion of payment. In such a case, the Company will not be held liable for any disruption in providing the Services or diminished results in the social media campaigns

7.8. In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client the subscription, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order.

7.9 Refund Policy: Fees paid for Services properly performed are non-refundable, except where a refund is expressly required by applicable law or Clause 8.5. The Client acknowledges that online reputation management and content-removal efforts cannot guarantee discovery, removal or alteration of all online content. Nothing in this Clause restricts mandatory statutory rights or rights available under applicable payment-services law.

7.10 Advertising budget, for any of the social media channels, will be transferred to the company account in advance (before starting of the advertising process). VAT will be added to the amount, according to the law.

Advertising service shall start only after the entire funds + VAT were transferred to the company account.

8.     DELAYS AND COMPLAINTS

8.1. In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order in accordance with clause 13.2 a), provided that the breach is material.

8.2. Complaints concerning delays or breach of Contract shall be submitted immediately, by email with acceptance approval by the Company, after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

8.3. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’).  The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same.

8.4. The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.

8.5. Subject to rights that cannot lawfully be excluded, the Client’s contractual remedies for late delivery or non-conforming Services are those specified in this Clause 8. Where those remedies have been exhausted, any refund or other monetary remedy shall be subject to the aggregate liability cap in Clause 9.3.

9.     LIABILITY

9.1.   Except as expressly stated in this Clause 9, the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

9.2. Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

a)     Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;

b)     Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;

c)     Loss of data; Loss of search engine rankings; Loss of website traffic; Loss of followers; Loss of access to social media profiles

9.3.   Limitation of Liability: To the maximum extent permitted by applicable law, the Company's total aggregate liability to the Client arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, indemnity, contribution or otherwise, shall not exceed:

(a) For monthly recurring Services, one (1) monthly service fee actually paid by the Client;

(b) For annual subscription Services, one-twelfth (1/12) of the annual service fee actually paid by the Client;

(c) For one-off Services, the fee actually paid for the relevant one-off Service.

All amounts exclude VAT, advertising expenditure and third-party costs.

The applicable cap shall apply collectively to all claims arising under or in connection with the Contract, and not separately to each claim, incident or proceeding.

This Clause is subject to the exclusions in Clauses 9.1, 9.2 and 10. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

9.4. The company shall have no liability to any changes, deletion, malfunctions, software bugs, account hacking, account freezing & blocking or any other step, taken by the social media companies (Facebook, Instagram, Google, LinkedIn etc'...).

10.   OTHER LIMITATIONS OF LIABILITY

10.1. The Company shall not be liable for downtime, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.

10.2. The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, content, links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion.

10.3. The Company shall use all reasonable endeavors to deliver Services relating to social media marketing, content sharing, blogging and user engagement in accordance with the guidelines applicable to the relevant websites and social media platforms. However, the Company shall not be liable for delays or deteriorating performance due to changes made to standard terms, algorithms, account functionality, account availability, search results, viewing policy, prices or other matters beyond the Company’s control and reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of social media platforms’ services or third party services.

10.4. The Company shall not be liable for Services lead to a certain volume of traffic, number of clicks, likes, follows, registrations, purchases or the like.

10.5. The Company shall not be responsible for profiles or their content streams dropped or excluded by a search engine or social media site for any reason.

10.6. If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

11.   INTELLECTUAL PROPERTY RIGHTS

11.1. It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable license to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.

11.2. Content Review and Approval: The Client shall be responsible for reviewing and approving all marketing materials, advertisements, social media posts, images, videos, text, and other content submitted by the Company for approval prior to publication.

Approval may be provided by email, WhatsApp, project management platforms, or any other written electronic communication agreed upon by the parties.

By approving content for publication, the Client confirms that it has had an opportunity to review the content and accepts responsibility for the accuracy of Client-specific information and commercial representations and for identifying any third-party names, trademarks, images, or other intellectual property concerns reasonably apparent from the material submitted. Such approval does not, by itself, release the Company from liability that cannot lawfully be excluded.

The Company's responsibility for preparing content shall not be deemed to transfer ownership of, or responsibility for, the Client's business representations to the Company.

11.2.1. Documented Approval and Authorization to Publish

Where the Company submits content, including text, images, videos, designs or AI-generated materials, to the Client for review, the Client's express written approval shall constitute authorization for the Company to publish or distribute the approved content through the agreed channels.

The Company shall not be required to obtain a separate approval for publication where such authorization has already been provided, unless the content is materially modified following approval.

The Client's approval shall have the contractual consequences specified in Clauses 5.5 and 11.2, subject to applicable law and without relieving the Company of responsibilities that cannot lawfully be excluded.

11.2.2. Authorized Client Representatives: The Client shall designate one or more authorized representatives responsible for reviewing and approving marketing content.

Written approval received from a designated representative through an agreed communication channel shall constitute the Client's authorization to publish the approved version of the content.

The Client shall promptly notify the Company in writing of any change to its authorized representatives. The Company may reasonably rely on approvals received from previously designated representatives until such notification is received.

Any material modification made after approval shall require renewed authorization before publication.

11.3. AI-Generated Content and Third-Party Rights: The Client acknowledges that the Company may use artificial intelligence tools, stock media, design software, and other digital technologies in preparing marketing materials.

AI-generated or digitally created content may unintentionally contain names, trademarks, logos, designs, or other elements resembling third-party intellectual property.

The Client shall review such materials before approving publication and shall promptly notify the Company of any identified concerns.

To the maximum extent permitted by applicable law, the allocation of responsibility and indemnification obligations concerning Client-approved content shall be governed by Clause 5.5, and the Company's liability shall remain subject to the limitations and exclusions set out in Clause 9.

Nothing in this Clause shall exclude liability that cannot lawfully be excluded or restricted.

11.3.1. The Company may decline or suspend publication where it reasonably identifies a potential legal, intellectual property, platform-policy or reputational concern, pending clarification or written approval. The Company shall maintain reasonable internal review procedures for content it creates; Client approval is not a substitute for such procedures.

11.4. The Client’s indemnification obligations in respect of Client-supplied or Client-approved Materials, including claims of infringement of third-party Intellectual Property Rights or violation of applicable advertising rules, are governed by Clause 5.5. This Clause does not create an additional or inconsistent indemnity.

11.4.1. The parties shall notify each other without undue delay of claims described in Clause 11.4. To the extent a claim falls within Clause 5.5, the notice, cooperation and settlement procedures in Clause 5.5 shall apply.

11.5. Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights rest in the Company.

11.6. The Intellectual Property Rights as mentioned in Clause 11.5 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.

The material can be used only for the client account, which submitted the submission form and have contractual engagement with the company. This material shall not be used, assigned, distributed, copied, forwarded to online or offline activities, or any other type of usage by the Client without a separate, express written agreement.

Any usage of the company's produced material (images, content, design, etc'...) outside of this agreement is a violation of the agreement

11.7. If the Company makes software subscriptions, processes or content available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive personal non-transferable license to use such material until the Services under this agreement cease.

11.8. The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo etc. as a reference on the Company’s website, other marketing materials or types of media whilst they are a Client of the Company and for 18 months after the Contract terminates. The Client agrees to send the Company its most recent logo or figure as and when it is amended from time to time.

11.9 The content and designs that were developed by MCBA-EVO for the client as part of the agreement will be used only within the social media pages managed directly by MCBA-EVO for the Client. The Client is not allowed to use this content on different social media pages or any other public media outlets, materials which are outside of the agreement scope.

11.10 Photographs and images sourced from Canva and Envato Market are utilized under their respective licensing agreements. These images are licensed solely for use within the scope of our client projects and are not transferable to clients or third parties outside of our organization. Clients may use these images solely in connection with the deliverables provided by our company and may not reproduce, distribute, or resell them independently. Any unauthorized use or distribution of these images outside the agreed-upon scope is strictly prohibited and may result in legal action. Our company retains all rights to these images as per the licensing terms from Canva and Envato Market.

11.11. Content Complaints and Takedown Rights

The Company reserves the right, at its reasonable discretion, to suspend, remove, modify, or decline to publish any content where it reasonably believes that such content may infringe third-party rights, violate applicable laws or platform policies, or expose either party to legal or reputational risk.

Where reasonably practicable, the Company shall notify the Client of such action without undue delay.

The Company may take immediate protective action where necessary without obtaining the Client's prior approval.

Any such action shall not, by itself, constitute an admission of liability or wrongdoing by either party.

The allocation of responsibility for any related claims shall remain subject to Clauses 5.5, 9, and 11 of these Terms.

12.   CONFIDENTIALITY AND PERSONAL DATA

12.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

12.2. During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Company shall take the same care as the Company uses with its own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.

12.3.  The obligation in Clause 12.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Company’s possession without an accompanying obligation of confidence, is independently developed by the Company, or which the Company is required to disclose by law.

12.4. During the term of the Contract and for a period ending 5 years from termination thereof, the Client will not disclose to any persons within its organization that do not have a need to know, or to any third party, any information and non-Client materials provided by the Company concerning the method or approach the Company uses in providing the Services.

12.5. Each party agrees to comply with its respective obligations under the Data Protection Act.

12.6. The Client shall be obliged to indemnify the Company for any loss, including costs incidental to legal proceedings, suffered by the Company as a result of the processing of personal data which the Client has contributed being in contravention of the Data Protection Act or any other law. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.

12.7. Each party shall comply with applicable data protection law, including the EU General Data Protection Regulation (GDPR), to the extent relevant to its activities. Where required, the parties shall enter into a separate data processing agreement identifying their respective roles and obligations.

13.    TERM, TERMINATION AND ASSIGNMENT

13.1. The term, renewal and ordinary termination of Social Media Management Services shall be governed by Clauses 3.6 and 6.3.a and any express terms of the applicable Order. Where an Order specifies an annual discounted package, Clause 13.9 applies. Termination for cause remains governed by Clause 13.2.

13.2. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

a)     commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that  party being notified in writing of the breach; or

b)     becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.

13.3. The Company shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.

13.4. Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay and the Client shall cease to use any content, subscriptions, processes or codes provided during the provision of the service. If the Client fails to do so, the Company shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of the Company’s right to terminate the Contract.

13.5. The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of the Company.

13.6. The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.

13.7 Termination for Non-Payment.  The Company will have the option, but not the obligation, to terminate or suspend performance of the Services if the beneficiary fails to pay the services due amounts and fails to cure such failure within ten (10) days after receipt of written notice from the Company.

13.8 Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, outstanding fees and expenses related to the services up to the termination date owed to MCBA, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.

13.9. Where the Client expressly selects a discounted annual package with associated benefits, the Client commits to the agreed twelve (12) month package and remains liable for the agreed package fees, subject to any express early-termination provision in the Order, Clause 13.2 and applicable mandatory law. This provision takes precedence over the no-penalty early cancellation arrangement in Clause 3.6 only for such expressly selected annual packages.

14.   FORCE MAJEURE

14.1. Neither party shall be held liable for a Force Majeure Event.

14.2. If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

14.3. Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 2 months due to a Force Majeure Event.

15.   MISCELLANEOUS

15.1. The company reserves the right to discontinue, temporarily or permanently the collaboration from any reason, other than the reason stipulated in clause 7.5 above, with informing the client 60 days before the cancellation date. Ongoing projects and obligations undertaken towards each other will be brought to completion.

15.2. The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

15.3. During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by the Company to work on the Services.

15.4. The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

15.5. If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

15.6. The Company may publish revised Terms and notify the Client by email. Amendments to an existing Contract shall take effect only in accordance with Clause 2.2 or another legally valid agreement between the parties. Publication alone shall not retrospectively change accrued rights, obligations or liabilities.

15.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.

15.8. All notices must be in writing to Mentor Capital & Business Advisory LTD, Fawwara Building, Triq L-Imsida, Gzira, GZR 1401, Malta, or such address as is advised by the Company.

16. EVO Services and operational conditions:

EVO Reviews Plans:

16.1EVO Booster – up to 1,200 review invites a month – 4 batches/month/location. Complete setup, personalized review emails, 1 change per quarter within funnels and templates, managing daily the complete campaign, support web based & smartphone applications. Negative review filter, review tracking, monitoring & management (channeling negative reviews internally to your email, dedicated account manager, support via email (up to 3 working days), detailed monthly report.

16.2 EVO Mega Booster - up to 2,500 review invites a month – 4 batches/month/location. Complete setup, personalized review emails, 2 changes per quarter within funnels and templates, managing daily the complete campaign, support web based & smartphone applications. Negative review filter, review tracking, monitoring & management (channeling negative reviews internally to your email, dedicated account manager, support via email (up to 3 working days), detailed monthly report.

16.3 EVO Booster Master - up to 4,800 review invites a month – 4 batches/month/location. Complete setup, personalized review emails, 5 changes per quarter within funnels and templates, managing daily the complete campaign, support web based & smartphone applications. Negative review filter, review tracking, monitoring & management (channeling negative reviews internally to your email, dedicated account manager, support via email (up to 3 working days), detailed monthly report.

Social media management (SMM) features:

Below are the details of the feature that are included, in the case they are mentioned in the order form

16.4 Social media strategy – A detailed report with a proposed social media strategy, including  - key messages, posting guidelines, proposed designs, proposed topics for posts and other elements which are required for an optimized understanding of the proposed social media strategy

16.5 A Monthly social Media posting plan for the client approval in the beginning of each working month, following the agreed starting day.

16.6 Number of posts (Facebook, Instagram, LinkedIn, Twitter) will be described in the agreement form

16.7 Social Media management (SMM) services include: creating personalized content, designed posts, hashtags # analysis, design of promotional banners & pictures for posts, optimizing the post's pictures per channel and sizes, scheduling the posts and actual posting in all channels, optimizing the actual posting day/ hour, promoting your social media with EVO AD'S TECHNOLOGY - engagement only, detailed monthly report covering all the SMM results for each month.

16.8 Languages  – the languages  which will be used and included in the plan will be indicated on the agreement form

16.9 Facebook events platform:

The number of events included in the SMM packages is indicated in the agreement form. The event service includes - uploading events, creating a customized event banner cover, posting the relevant event content built for the posting plan (also on the event page), replying on FB chat to clients opting for the event.

16.10 Our service does not include live streaming live events and live videos, in case the client request that EVO will manage these channels, there will be a separate price quotation for this service.

16.11 Online Chat with clients (Chat box) - Replying to clients via your social media channels, human reply – Monday to Friday / 09:00 – 18:00 (CET time zone) - Not on holidays, based on an agreed protocol, which is approved by the client and not later the 24 working hours from the moment the end client contacted the chat.

16.12 EVO don’t carry any type of responsibility for the social media providers (Facebook, Instagram, LinkedIn, Twitter) in the following cases or any other cases which might appear in this context: banning of ad’s, delaying ad’s approval, blocking admins, removal of pages, account blocking etc. EVO team will propose out of its good will the support that is needed to resolve any case which might appear and is without our control.

16.13 Original Articles:

The number of articles in the SMM packages is indicated in the agreement form and includes: Creating original content articles, adding SEO keywords, promoting the article within your social media. The copyrights for the article will be remained by the client

16.14 Blog Management –  in case this service in included in the package, EVO team will be uploading articles to your blog, optimizing blog features - tags, keywords, subtitles, replying to visitors’ comments

Brand Reputation monitoring & Management:

16.15 Set up – setting up the brand monitoring system may take up to 20 days and include all the testing which is required to optimize the desired results. Minor changes and other optimization will occur during the first 3 months in order to reach full system optimization.

16.16 Brand monitoring-

EVO will provide a detailed report which includes a specific keyword or brand, on a daily base, that is requested to be monitored by the client

16.17 Competitor monitoring-

EVO will provide a detailed report which includes a specific founds, on a daily base as requested to be monitored by the client

16.18 EVO cannot oblige for a specific hour in which the report will be provided on a daily base

16.19 Real-time management - RTM - any post which is outside the posting plan and will be requested to be added or to be changed in real-time will carry an extra fee. The provided RTM service will be given ONLY in working days (not including weekends and holidays) and the supply time of the post will be 48 hours from the moment the client provided with the entire materials for the post / images if required.

The Client can post himself the RTM, even though we strictly do not recommend to do it alone. The Client will keep in mind the risk of being banned by the Social Media Platforms in case the post is not according to the advertising guidelines of each platform.

17. Help-desk & Ticketing support procedure

(a) To receive support for an issue, a ticket must be submitted within our helpdesk system. The ticket must be written in English language.

A ticket number will be received by you from our system and all subsequent communications will reference this ticket number in accordance with the Support Procedure detailed below.

(b) For submitting a ticket with our Help Desk, please send us an email to the following address: support@mcba-evo.com and add all the required data with specifying clearly your issue, with screenshots and other details that can make the process more efficient.

(C) After submitting a ticket in our system, you will receive a ticket number in order for you to track progress. If no ticket number is received, please assume that we are unaware of the issue and it was not accepted in the system.

(D) Our Helpdesk system receive tickets 24/7 but operates and respond to tickets on working days only, from Monday to Friday, 9:00 – 17:00 (GMT+2)

(E) Response time: our support team will respond to your request in up to 48 hours from the ticket submission and within working days.

(F) Operational Bugs or other technical malfunctions which are caused by third parties (social media platforms – Facebook, Instagram, etc’…) will be supported after the client will submit a ticket and only within the working days and working hours as specified in Art. 17D

18.   ENTIRE AGREEMENT

The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitutes the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.

19.   LAW AND JURISDICTION

19.1. The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.

19.2. The Contract shall be governed by and construed in accordance with Maltese law. Subject to mandatory rules governing jurisdiction, the courts of Malta shall have exclusive jurisdiction over disputes arising from or in connection with the Contract.

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