1.1. Any estimate given to you by us is given in good faith based on our current costs and expenses and on the information supplied by you prior to the preparation of the estimate or quotation.
1.2. Any estimate is subject to review at any time in any circumstances including (but not limited to) any changes in costs, expenses, or changes to your instructions to us. If you do not wish us to start or continue with any work after any such review, you may terminate your agreement with us, but we will be entitled to invoice for any work already undertaken.
1.3. Our estimate may comprise any of the following:
1.3.1. Hourly Charges: the hourly rate from time to time in force for the provision of our services to you.
1.3.2. Expenses: including (but not limited to) travel over a radius of more than 50 miles from our premises; excessive costs such as postage, telephone, photocopying and fax where such use is substantial; any costs incurred by us at your request including courier services, accommodation and subsistence for our personnel when away from our offices at your request for any time in excess of eight hours or overnight; any payments made to third parties (on which we reserve the right to make a handling charge).
1.3.3. Value Added Tax: at the applicable rate from time to time.
1.4. We may invoice you for up to 50% of the relevant estimate and any such invoice must be paid prior to us starting work. All our invoices must be paid within twenty-eight days of the invoice date except for amounts due under clause 1.3.2 which must be paid immediately upon the invoice date.
1.5. In the event that you withhold or delay payment, we reserve the right to:
1.5.1. Stop work immediately; and/or
1.5.2. Charge interest on and costs in respect of any payments outstanding after the date on which they fall due at the rates set out in the Late Payment of Commercial Debts (Interest) Act 1998.
1.6. In the event of delay or non-payment of any of our invoices, no title nor any rights in intellectual property in any goods or services provided by us will pass to you until full payment has been received by us.
1.7. If you vary or cancel all or any part of your instructions to us then we reserve the right to invoice you for any Hourly Charges and/or Expenses and/or payments made to third parties incurred by us by reason of such action together with VAT as appropriate and for work done by us up to and including the receipt by us of notice in writing of cancellation by you.
2.1. In the event that you withhold or delay payment we shall remain the owner of copyright in any material created by us.
2.2. Subject to clause 2.3 below we grant to you a non-exclusive licence to use and reproduce the material in the form in which we deliver it to you.
2.3. In the event that we do not receive payment of any of our invoices when due, any licence granted by us to you shall immediately cease and you undertake with us to stop using the licensed materials immediately. Once payment of all outstanding invoices has been received, your right to use licensed material will recommence.
3.1. We will endeavour to agree a timetable for delivery of any material with you.
3.2. The agreement of a timetable for delivery of the material shall not make time of the essence.
3.3. On delivery of the material, you will be liable for the safe keeping of the material (including our copyright) notwithstanding that ownership of the material and copyright in the material remains with us.
4.1. Any pre-existing material (not created by us) which you entrust to us remain your property and will be retained and may be used by us (or any third party we instruct) at your risk.
4.2. In respect of any material provided by you in accordance with clause.
4.1 you will indemnify us against all and any loss, damages, costs, expenses or other claims arising from any infringement of copyright and/or other rights of any third party.
5.1. We will present to you all concepts, roughs of creative work, proofs of copies and drafts of materials which we produce for you, for your approval of style and accuracy.
5.2. If you do not provide approval within the time requested by us for the relevant materials, any future timescales for work will be extended for the period of the delay.
6.1. Except in respect of death or personal injury caused by our negligence or as expressly provided in these conditions, we will not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law, or under the express terms of this contract, for any loss of profit or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by our negligence or otherwise) which arise out of or in connection with provision of our service or materials for use by you.
6.2. Our entire liability under or connection with this contract shall not exceed the amount of our charges for the provision of services under this contract, except as expressly provided in these conditions.
6.3. We shall not be liable to you or be deemed to be in breach of this contract by reason of any delay in performing or failure to perform any of our obligations, if the delay or failure was due to any cause beyond our reasonable control, including any delay or failure by you.
6.4. Any claim that our work is defective or for short, late or non- delivery of any material must be made in writing and delivered to our offices within seven days of delivery or (in the case of non-delivery) within seven days of the anticipated date of delivery and all relevant material must be returned to us and not used by you.
6.5. Trademark searches and trademark registrations which you instruct us to carry out might be carried out by ourselves, by the Intellectual Property Office in the UK (or other similar organisations in other parts of the world) or by an independent specialist searching and registering firm. The limitations and occasional errors in classification, indices, computer databases and official records mean that no search can be guaranteed for comprehensiveness or accuracy. We shall not be liable to you for errors by ourselves, or by searchers who we instruct on your behalf, or for the consequences of limitations in a reasonably drawn search strategy, or for errors in classifications, indices, computer databases and official records which are outside our control.
7.1. Any proposals, information or materials provided by you to us shall be kept confidential by us and shall not be used by us or disclosed to any third party save as necessary in connection with the purpose for which they were provided.
7.2. Any proposals, concepts, proofs, roughs and drafts provided by us to you or on your behalf shall be kept confidential by you and shall not be used by you or any third party save as permitted by clause 2.2 above.
7.3. Nothing in clause 7.1 shall prevent us from disclosing any proposals information or material provided by you to us to any third party we instruct in respect of your instructions.
7.4. This clause 7 shall not apply to any proposals, information or materials which are public knowledge at the time when they are provided and shall cease to apply if at any future time they become public knowledge through no fault of either party.
8.1. We shall be entitled to terminate this contract immediately if:
8.1.1. You are in arrears with any payment due to us by more than thirty days;
8.1.2. You unreasonably refuse or delay any request from us for any approval, additional information or materials needed by us to proceed with the work.
8.2. Either party may (without limiting any other remedy) at any time terminate this contract by giving written notice to the other if the other commits a breach of these conditions and fails to remedy the breach within thirty days after being required by written notice to do so but neither party will be entitled to terminate this contract if the other is unable to perform its obligations by reason of war, civil commotion, terrorism, interruption or discontinuance of energy supply, trade dispute of any nature, act of God, flood or any other reason outside its control.
8.3. Either party may terminate the contract if the other goes into liquidation or (in case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
8.4. In the event that you terminate this contract then we shall be entitled to invoice you for work done by us from the date of entering the contract to the date of termination.
9.1. These terms, together with the relevant estimate and invoice, constitute the entire agreement between the parties and supersede any previous agreement or understanding and may not be varied except as agreed in writing. All other terms and conditions expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.
9.2. By instructing us to proceed with any work on the basis of any estimate you are deemed to have read and accepted all these terms. Before we commence work, we require confirmation of your order by signature and return to us of the duplicate order form.
9.3. English law shall apply to the contract and the parties have agreed to submit to the non-exclusive jurisdiction of the English Courts.