The following terms and conditions refer to DUO CREATIVE MEDIA LTD ("The Agency") and its relationship with its clients and potential clients.
Registered Address : 65 Fenchurch St, London EC3M 4BE
General Terms & Conditions of Business
1.1 Quotes & Prices
1.1.1. All quotes/estimates are valid for 30 days from the date of submission.
1.1.2. Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
1.1.3. Unless otherwise stated, photography, stock images, delivery, hosting, design, copywriting are extra costs and VAT will be charged on top.
1.1.4. If the contract has not been fixed for the term of a contract, our daily rate of £700 will apply.
1.1.5. The Agency reserves the right to alter the hourly rate at any time as business needs dictate.
1.1.6. Quotes/estimates are based on the Agency's current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
1.1.7. Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.
1.1.8. Any stated timescale is reliant upon the client providing all required information/and sign offs within the time set out at project initiation.
1.2.1. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
1.2.2. Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
1.2.3. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
1.2.4. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
1.3 Invoices & Payment
1.3.1. Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance.
1.3.2. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms. If payment continues to be late past 20 days an additional 10% of the full original amount will accumulate weekly and added to the invoice for payment. The client will be notified in advance of the incremental charge. If payment continues to be an issue – the Agency have the right to seek legal advice to claim back any payments that are outstanding.
1.3.3. All work remains copyrighted to the Agency until settlement of relevant fee account.
1.3.4. All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.
1.3.5. All payments must be in UK Pounds Sterling unless otherwise agreed.
1.3.6. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
1.3.7. The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise. A 50% up front fee is applicable on all production and media executed by the Agency/ on behalf of the supplier recommended by the Agency before the Client can proceed with the contract.
1.3.8. When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
1.3.10. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
1.4.1. If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
126.96.36.199. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him. This is also applicable if the Client should cease to trade. All outstanding payments must be made. The Client is liable to pay any outstanding invoices.
1.6 Force Majeure
1.6.1. The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice ( minimum of 1 month) to the Agency elect 'to terminate the contract and pay for work done and materials used', but subject thereto shall otherwise accept delivery when available.
1.7 Information Provided by You
1.7.1. You warrant that the name, address and payment information provided when you place your order with the Agency will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.
1.7.2. You agree that the Agency may disclose your name and address where any enquiries are made.
1.7.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use the Agency's services in accordance with this Agreement.
1.8.1. You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
1.8.2. The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency's interests, as reasonably determined by the Agency and/or its legal representatives.
1.9 Limitation of Liability
1.9.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.9.2.
1.9.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
1.9.3. In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising.
1.9.4. In no event shall the Agency 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, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency's negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
1.9.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.
1.10 General Terms
1.10.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.
1.10.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
1.10.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
1.10.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
1.10.5. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by you.
1.10.6. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
1.10.7. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
1.10.8. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
1.10.9. You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
1.11 Service Level Agreements
1.11.1. The days provided in Statement of Work (SOW) can only be used in the way in which it is stated. A separate SOW will be created for third supplier costs and essential services – such as web hosting, production or advertising placement
1.11.2. Before a project begins, the Client has the right to request that all hours worked as part of an SOW be recorded which can be forwarded to the Client on request. If the Client does not request this before the start of the project, they can not request this mid project.
1.11.3. Once a Client approaches the final days of their SOW allowance, the Agency will endeavour to notify them automatically via email, providing the opportunity to purchase another SOW.
1.11.4. Any hours/budget that have not been used after purchase will roll over to the following year, up to a maximum of 24 months unless committed to a third party supplier. However, although the Agency reserves the right to increase the daily rate as business needs dictate, the days in an SOW will be honoured at the original rate at which they were purchased for one year, after which time, any roll-over days will be applied to subsequent years at the new daily rate.
1.12.1. The ownership of any assets created and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.
1.13. DELAYS AND COMPLAINTS
1.13.1 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.
1.13.2 Complaints concerning delays or breach of Contract shall be submitted immediately 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.
1.13.3 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. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies. This includes services from: External suppliers, Media agencies and production teams.
1.13.4. Media activities only commence on full confirmation from the Client. On approval of the media plans, brief and budgets. No work is undertaken until this is finalised. Media budgets - once confirmed and provided are non refundable. They are committed to the requested and approved ad networks. This will always be reconfirmed by the Media suppliers as well as in the signed SOW.
1.13.5.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.
2. ENTIRE AGREEMENT
2.1. 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 constitute 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.
3. LAW AND JURISDICTION
3.1. 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.
3.2. The Contract shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.