STANDARD TERMS AND CONDITIONS OF CONTRACT
1.1 Agreement with Client
We agree to provide consultancy services and campaign implementation (“the project”) as described in and on the terms of our written quotation or scoping document (if any) on the following terms:
You agree to help us to do so by making available to us all the information reasonably requested by co-operating with us, and to ensure that all the facts given about your project and/or service are accurate.
2. Terms of Appointment
This agreement shall commence on the date of your acceptance in writing, 14 days from contract issue or the date on which we shall actually commence working on the project whichever shall be earlier. It shall continue until work on the project is complete.
We will submit to you for approval plans, web designs and content, press releases, articles, designs, artwork, copy and layouts as appropriate.
Your approval of material submitted will be our authority to submit items to the press, purchase production material and order or prepare proofs and/or samples.
3.3 (a) In the event of your reasonable request to reject any material submitted once approved by you, we shall take all reasonable steps to comply with such a request, provided that we can do so within our contractual obligations with suppliers of any kind retained for your account.
(b) In the event of any such amendments it will be necessary for you to reimburse us for any charges, expenses and third party claims to which we are committed and liable and also pay our fees covering these items.
4.1 General Remuneration
Our income will be calculated on the following basis:
(a) The quotation given to you.
(b) For all services rendered for which no quotation is given or which are not included in the quotation given, a fair and reasonable charge will be made.
(c) The cost of all materials and services purchased for your account, including travel, accommodation, expenses and general deliveries, which may be subject to an uplift. Wherever reasonably possible, these charges will be agreed with you in advance.
(d) Any additional charges, expenses, claims or fees incurred as a result of clause 3.3.
(e) Any quotation not accepted within three months shall lapse.
4.2 Value Added Tax
We shall include in our invoices, where appropriate, any VAT payable on transactions between us or for your account involving materials and services.
5. Terms of Payment
5.1 First Payment – website and print projects
An initial payment will be requested on account of resources, materials and services purchased on your account will be 50% of the estimated cost. This will usually be shown as the ‘first stage’ payment and is chargeable at the start of the project.
5.2 Subsequent Payments
Until completion of the project we shall be entitled to submit invoices in respect of a fair proportion of the amount quoted for the project. The specific schedule of payments will be outlined in full in the relevant quotation. All invoices are due for payment within 30 days of the invoice. In the case of print projects, our fees are normally split 50% (at outset) – 50% (at press). With websites, 50% (at outset) – 50% (on completion)
5.3 Retainer payments
Where a regular monthly retainer is agreed, this will be based on the provision of a set number of hours of work, as outlined at the outset of the contract or annual review. Records will be kept as to how these hours are spent and reports are available on request. As both credit and debits hours may exist, we will advise you from time to time if there is a major surplus of hours owing to you, or if we feel that the workload is too great and that any deficit may not realistically be reduced; in this case, we will agree with you how these additional hours are to be paid for.
5.4 Abortive/Cancelled Project Fees – Regular Publishing
One month’s notice to major changes in scheduling is required for all regular publishing projects otherwise a cancellation fee will be levied. The cancellation fee is 30% of the per issue fee. If work has commenced, a minimum of 50% of the issue fee will be payable as a fair reflection of work carried out in good faith.
5.5 Abortive/Cancelled Project Fees – Other
If work has commenced, a minimum of 50% of the quoted fee will be payable as a fair reflection of work carried out in good faith.
5.6 Overdue Payments
All invoices not paid for within 30 days, or any part thereof, which remains unpaid after 30 days shall be liable to an interest charge at 3% above the base lending rate of HSBC prevailing at the time.
5.7 Disputed Invoices
You will notify us in writing within 14 days of receipt of an invoice of any items you dispute. In the absence of any such written notice within 14 days, the invoices shall be deemed to be correct.
6. Copyrights and other rights
6.1 Copyright During Agreement
The copyright for all purposes in artwork, designs and all other work created by and for us for your account vests in us during the currency of this agreement unless arrangements are made to the contrary.
6.2 Copyright on or after Termination
If you so request, and provided that all your obligations and payments arising from this agreement have been met, we will assign such copyright as vests in us to you upon termination of this agreement. Under no circumstances will we handover our design source files (ie. Quark Xpress, InDesign, Photoshop etc).
In the case of websites, any agreement to assign copyright (as specified in 6.2) precludes you from transferring or selling all or part of any such site to a third party. Design and layout are integral to our product and are protected absolutely under intellectual property rights.
6.3 Unused Material
At termination, unused or disapproved designs, artwork, copy and layouts and ideas prepared by us, whether the subject of a copyright or not, shall remain our property and shall not be used by you subsequently regardless of whether or not the physical embodiment of any creative work is in your possession in the forms above mentioned or as proofs and samples, unless otherwise agreed. All design boards and dummies submitted but unused or disapproved shall be returned to us at your expense.
7. Confidential Information
We acknowledge a duty not to disclose without your permission during or after our term of appointment any confidential information resulting from studies or surveys commissioned by you. You in turn acknowledge our right to use as we see fit any general marketing or other intelligence in the field of your product or service which we have gained in the course of our appointment. We also reserve the right to produce a case study relating to our work for you as part of our marketing efforts, but we will always seek specific permission from you before commencing any such case study and your approval of the final text.
7.2 Other Information
During the currency of this agreement and after its termination, we acknowledge our responsibility to treat in complete confidence all marketing and sales information or statistics which you may supply to us in the course of any work.
8. Liability and other Claims
8.1 Limitation of Consultancy Liability
We shall not be liable for any delay in or omission or error in any services or materials purchased for your account in the absence of default or neglect on our part.
8.2 Indemnity to Consultancy
You will indemnify us against any loss we may incur as a result of any civil claims or proceedings brought against us based upon any work prepared for you by us and approved by you before publication or purchase.
8.3 Force Majeure
If, due to war, strikes, industrial action short of a strike, lock outs, accidents, fire, blockage, import/export embargo, ice obstruction, natural catastrophes or other obstacles over which the consultancy has no control, we fail to complete our package in a manner and within the time required by the term of this agreement, we shall not be held responsible for any loss or damage which may be incurred by you as a result of such failure.
We shall not be deemed to have notice of any requirements as to timing or the importance of meeting any critical dates or the consequences of failing to meet any such dates unless you give notice in writing when accepting the quotation.
Should it be necessary to terminate the contract, three month’s notice is required from either party.
9.1 Rights and duties up to Termination
Our rights, duties and responsibilities shall continue in full force including the ordering and invoicing for such materials and services as appropriate.
The construction, validity and performance of this agreement shall be governed in all respects by the law of England and Wales. In any dispute, difference or question which may arise in respect of this agreement which the parties are incapable of resolving as between themselves, the parties agree to the exclusive jurisdiction of the Courts of England and Wales