Our standard terms and conditions
These terms and conditions apply to all work we undertake for clients
Any work that we do for you is provided subject to these terms and conditions (“the Work”). These terms and conditions also apply to any work or ideas supplied to you for evaluation.
In asking us to work for you, you agree to be bound by them.
These terms and conditions constitute the entire agreement between the parties.
They are governed by English Law.
These terms and conditions apply to the contract between us for the provision of the Work to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
We act in all our contracts as a principal at law.
2. Responsibilities and limitations of liability
Each party will co-operate fully with the other in the performance of its obligations by making all relevant information and staff available to the other.
We shall use reasonable endeavours to complete the Work to a high standard within any agreed timetable.
We will keep you appropriately informed as the Work progresses.
You will be required to approve the Work at each stage of its production. Without your approval we will not proceed to the next stage.
If we are managing the production stage on your behalf, your final approval will be taken by us as authorisation to proceed to publication or production and to enter into contracts with our suppliers based on estimates submitted. Under no circumstances can we be liable for errors discovered after your final inspection and you agree to indemnify us for any losses, costs or damage we suffer because of any such errors.
We shall only be liable for defective work for any reason whatsoever (including negligence) to the cost of rectifying such defect. We will have no liability for any consequential or economic loss suffered by you or for claims by third parties against you. The limit of our liability to you for any loss is the amount you paid to produce the Work (excluding our out of pocket costs). We shall not be liable for defective work where the defects are caused by inaccurate or incomplete information provided by you.
While we will take reasonable care of any materials supplied by you, it is your responsibility to insure them, as they remain your property. We will not be responsible for recovering films, printing plates and the like from media and suppliers once we have parted with them. We will be entitled to destroy materials left in our custody after one year of receipt.
You must ensure that you only use the Work for the purposes stipulated by us.
2. Fees, expenses and payment
Our fees for the Work will be set out in advance in a quotation or a proposal. All quotations are exclusive of value added tax and are valid only for a period of 20 Business Days from their date of issue.
In most case we will agree a payment schedule for the Work in advance. We reserve the right to invoice a percentage of the total fee upon appointment for immediate payment. In the absence of a payment schedule our standard terms will apply which are strictly 30 days from date of invoice. In the event that we start the Work before the fees are agreed, all work will be charged at our current hourly rates.
Quotations are subject to increase if:
you request additional work, or your requests incur an increase in third party costs.
you change the project so that, in our reasonable opinion, it is significantly different from the original brief
you delay or otherwise significantly disrupt the project and its agreed timescales
we suffer unexpected increases in our overheads or expenses
We will advise you in writing if this occurs.
Our expenses will either be charged to you as a fixed fee agreed in advance, or as incurred, invoiced at the end of each month. You will also pay all delivery charges, including any express delivery charges to meet urgent time constraints.
The Work remains our property until it is paid for in full.
We reserve the right to charge you interest at the rate of 4 percent above the base rate of HSBC Bank Plc if an invoice is not paid within the agreed payment terms. Interest will be charged from the date on which payment became due, until it is received.
You must advise us of any discrepancies on our invoices within 7 days of issue to allow investigations to take place promptly. You shall not be entitled to withhold payment or make a deduction from any invoice if a dispute occurs in respect of another invoice or any other matter.
4. Additional and abortive work
We will take all reasonable steps to comply with any requests from you to amend, halt or cancel any work underway, insofar as it is possible within the terms of our contractual obligation to suppliers.
If you cancel work before it is finished we will charge you for all the Work completed to date at our current hourly rates. We will charge for resources that have been scheduled and that cannot be redeployed at short notice on other contracts. Such charges will not exceed the fixed fee that we have agreed for the Work as a whole.
Amendments or cancellations will be implemented on the understanding that you will pay any costs or expenses incurred prior to, or as a result of, your requests.
5. Intellectual property rights
The intellectual property rights (IPR), including know-how, patentable ideas, copyright and design rights in or relating to the Work belong to us. This excludes the IPR of any information or material supplied by you.
Once payment has been received for the Work, the IPR contained within the Work will be transferred to you, with exception of source code, know-how and any IPR already belonging to us which is used by us in carrying out the Work (‘Background IPR’). (Source code may apply to online applications). Once payment in full has been received for the Work, we shall grant you a royalty-free licence to use the Background IPR in order to benefit from the Work on the condition you do not use our know-how or Background IPR for any other purpose and only for your internal use. We have the right to use the Work for our own marketing purposes or as part of our general bank of know-how.
As part of doing the Work for you, we may obtain materials that contain the IPR of third parties (for example from picture libraries, copywriters, photographers, illustrators etc including royalty free and rights managed images). Unless we advise you otherwise, the IPR residing in materials supplied by third parties remains with them. You will ensure that your use of any third party IPR is within the limits stipulated by us. We will not be liable for any damage or loss you suffer following any alternative use of third party IPR and you will indemnify us for any losses, costs or damage we suffer due to such unauthorised use of third party IPR by you.
At your written request we shall endeavour to obtain, if available, an assignment of such rights from a third party provided that you pay all costs and expenses involved.
It is your responsibility to ensure that any materials or information that you supply for us to use do not infringe any third party rights, in particular IPR. You agree to fully indemnify us for any loss, cost or damage we suffer if this is not the case.
Each party shall keep ideas and confidential information that are disclosed by the other party confidential and shall comply with the terms of Glued Limited’s non-disclosure agreement, if applicable .
We reserve the right to sub-contract any of our obligations relating to the Work. You acknowledge that we ordinarily contract with subcontractors on the subcontractor’s normal terms of business which may not be entirely consistent with this agreement. If any delay or failure by a subcontractor properly to undertake subcontracted services causes a delay or failure by us in performance of this agreement, it is agreed that:
We shall use all reasonable endeavours to apply for your benefit all practicable rights or remedies available from the subcontractor; and
Except to the extent the delay or failure is caused by a failure by us to use our best care and skill in the management or selection of a subcontractor, we shall not be in breach of this agreement and shall have no liability to you arising out of any such failure.
Apart from the obligation to pay money, neither party shall be held liable for any delay nor failure to perform caused by circumstances beyond its reasonable control.
We are not prevented from using our general know how for all clients including know-how developed in carrying out the Work.
We may buy in goods and services from third parties and shall be entitled to recharge you the cost of these services plus a handling charge.
We will disclose to you any interest that could put us in a position where your interests and ours are in conflict.
You shall indemnify, and keep us indemnified against any and all proceedings, claims, damages losses, expenses or liabilities which we may incur or sustain as a direct or indirect result of, or in connection with any information or material supplied or approved by you, particularly in relation to any applicable trade descriptions or consumer protection legislation. Such material shall include printed material, presentations, and digital media.
It is agreed that neither party will offer employment to employees of the other party during the period of contract or within 12 months after its cessation.
The waiver by us of any breach of these terms shall not prevent their subsequent enforcement and shall not be deemed to waiver any subsequent breach.
Either party can terminate the agreement by giving the other not less than eight weeks notice in writing.
Either of us may terminate work with immediate effect if the other is in material breach of these terms.
We can terminate our contract with you if we have reason to believe that you are not able to pay your debts as they fall due or if you fail to pay any amount in relation to the Work on the day it falls due for payment.
Our respective rights and responsibilities shall continue with full force during the notice period.
The termination shall not affect any provisions within these terms, which are intended to remain in full force and effect after termination.
If terminated for whatever reason it is your responsibility to pay outstanding invoices and fees due to us, including costs and expenses incurred by us up to and including the notice period.
16. Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.