Term And Conditions

Term And Conditions

  • The following terms and conditions apply to the Contract and to each future request for the supply of Services and/or materials received by the Agency from the Client from time to time unless otherwise agreed in writing.
  • The supply of the Deliverables shall be subject to these terms, which shall take precedence over any terms and conditions of the Client.
  • Orders placed by the Client leading to a contract which is not expressed to be subject to the terms and conditions in this Contract shall still be subject to them.
  • These terms and conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Client by the Agency.
  • The Agency’s employees, subcontractors and/or agents are not authorised to make any representations or warranties concerning the Deliverables unless confirmed by the Agency in writing.
  • No oral warranties or representations shall bind the Agency (unless given by a director of the Agency).
  • The Client acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these terms and conditions.
  • The Agency will use its reasonable care and skill in the production and supply to the Client of the Deliverables.
  • The Client shall pay the Job Cost in accordance with the payment schedule provided to the Client and in accordance with these terms and conditions.
  • The Job Cost shall be as quoted to the Client by the Agency as at the date of acceptance of the Proposal. The Job Cost shall be paid after deduction of any agreed discount and/or inclusion of any additional costs incurred pursuant to clause 2.6.
  • All prices are exclusive of any applicable VAT for which the Client shall be additionally liable.
  • Any payments due to the Agency shall be payable by the Client immediately through bank transfer or cleared funds. Time for payment shall be of the essence.
  • Subject to Clause 2.6, for the provision of Deliverables, the Client shall, in accordance with clause 4.4 pay:
  • a non-refundable Deposit to the Agency for the provision of the Deliverables upon the Client’s acceptance of the Proposal or Statement of Works; and the balance of the Job Cost quoted by the Agency immediately upon completion of the provision of the Deliverables; or the annual Job Cost for hosting a website and domain renewals in advance within 30 days of the date of invoice.
  • If the Client fails to make any payment in full on the due date, the Agency may charge the Client any reasonable administration costs and/or interest (both before and after judgment) on the amount unpaid at a rate of 4% above the base rate from time to time of the Agency’s bank, compounded with monthly rests or otherwise in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1995 (as amended), whichever is the higher.
  • Any monies received by the Agency from the Client may be applied by the Agency at its option against any additional administration costs and/or interest charged prior to application against any principal sums due from the Client which may be applied in any order.
  • The Client shall pay all sums due to the Agency under this contract without any set off, deduction, counterclaim and/or any other withholding of monies.
  • Payment shall not be deemed to be made until the Agency has received either cash or cleared funds in respect of the full amount outstanding.
  • The Agency reserves the right to render an invoice to the Client at any time before commencing any work.
  • If a Job Cost has not been fixed by the Agency or agreed by the parties at the time of entering the Contract, the Agency
  • may require the Client to pay a percentage of the Job Cost (as estimated by the Agency) in advance to cover the Agency’s time attending meetings and/or producing Deliverables.
  • If any payment is not made in full to the Agency when due then the Agency may withhold or suspend future or current production of Deliverables (including the suspension of the live availability of websites) under the Contract and/or any other agreement with the Client.
  • If the production of any Deliverables are cancelled or the Contract is terminated by the Client before completion of the production of the Deliverables, the Agency shall be entitled to be paid on a quantum meruit basis for that part of the Deliverables already produced. The Agency may invoice the Client accordingly and such monies shall be immediately due for payment.
  • The Client warrants that any brief or instructions that it provides to the Agent is accurate in all respects.
  • The Agency shall have no Liability for errors in any brief or instructions or details supplied by the Client and the Client is solely responsible for their accuracy.
  • The Job Cost and any pre-set dates for supply (in respect of which time shall not be of the essence) of the Deliverables will be agreed on the basis of the Proposal, and therefore any changes to it after the entering into the Contract, whether resulting from alterations by the Client, delay in providing the Agency with materials, information, instructions or authorisations, supply of faulty materials to the Agency by the Client, or any other circumstances beyond the Agency’s control will be subject to additional charges for the Agency’s time and work and may involve delays in supply for which the Agency shall not be liable.
  • The Agency reserves the right to charge for any additional work carried out as a result of any alterations made to the Proposal for any reason.
  • The Client will pay the additional charges and will reimburse the Agency for all and any costs incurred under clause 5.3 and 5.4.
  • The Client shall indemnify and keep indemnified the Agency for any additional costs incurred by the Agency as a result of clause 5.3, 5.4 and for and against any and all claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of the Agency’s use of any brief, instructions, specifications, details and/or drawings supplied by the Client
  • The Agency reserves the right to make changes to the Proposal as required from time to time by law provided that they do not have a material adverse effect on the quality of the Deliverables. If the Agency does make changes to the Proposal which have a material adverse effect on the Client, then the Client shall have the right to cancel the Contract without Liability.
  • The Client shall be responsible for checking and approving the Proposal and satisfying itself that the Proposal is accurate and adequate for the Deliverables required and more specifically:
  • – in the case of website design by confirming that all site maps, key words, layouts, texts and images are appropriate and in accordance with the Client’s requirements;
  • – in the case of all other Deliverables by confirming that all copy, layouts, scripts, storyboards, designs and images are appropriate and in accordance with the Client’s requirements.
  • If the Deliverables include website hosting services, where the Agency agrees to host the website on a shared server, the Client will not have access to the server unless otherwise confirmed in writing by the Agency
  • Fees, costs and expenses for services and materials produced or supplied by the Agency prior to the entering into of the Contract or for other services, or materials supplied, designed or produced in accordance with any instruction of the Client (regardless of whether or not the Client subsequently accepts a Proposal or places any order in respect of such work) shall be charged at the Agency’s discretion to the Client unless otherwise agreed by the Agency in writing and the Client shall pay all such charges within 30 days of invoice.
  • Proposals are not binding or capable of acceptance and are estimates of the work to be carried out and costs to be incurred only (unless stated otherwise) and shall be available for acceptance for a period of 7 days unless otherwise confirmed in writing by the Agency. Proposals may be withdrawn by the Agency at any time during this period by oral or written notice.
  • The Agency shall have the right to refuse to accept any order placed for Deliverables.
  • The Client shall be responsible for the accuracy of any information provided to the Agency to enable it to perform the Contract.
  • The Contract between the Agency and the Client shall come into effect on the Client’s acceptance of the Agency’s Proposal or the Client’s signature of a letter of engagement, whichever is the sooner.
  • If the Client cancels this Contract for any reason it shall have no further recourse against the Agency under this Contract.
  • The Agency reserves the right to charge the Client for any costs incurred by the Agency in the preparation of the Proposal pursuant to Clause 6 below.
  • If the Client approves any Proposal produced by the Agency, then the Client shall have no claim in respect of, nor any right to reject any Deliverables that are provided by the Agency in accordance with the Proposal agreed between the parties.
  • Where the Agency is engaged by the Client to provide the Deliverables on a continual basis, each delivery of the Deliverables or provision of Deliverables set out in the Proposal shall constitute a separate and distinct contract.