PARTIES
These Terms supplement the agreement made between the parties that is set out in a Work Order.
We will start work when you accept our Work Order. You can accept by letting us know that you accept, or by asking us to start work.
SERVICES
The services to be provided are set out in the Work Order. They can be amended by mutual agreement by email or by issuing a revised Work Order.
The fee is set out in the Work Order.
Quality Standards that are unique to the project are set out in the Work Order.
Unless otherwise specified in the Work Order, the work is entirely undertaken at our premises.
Basis of Agreement
Our Services are provided on a ‘business-to-business’ basis.
Authority: The person named in the Work Order will be our main contact and has the authority to agree payments and tell us what work to do.
The Primary provider of Services will be identified in the Work Order.
Insurance: The level of liability insurance we carry is set out in the Work Order form.
TIMING AND STANDARD OF PROVISION OF SERVICES
We will use our reasonable endeavours to deliver Services according to the timetable described in the Work Order. We will notify you in advance if we expect that deadlines may not be met.
Proof reading and sign off. While we do everything we can to ensure the accuracy of the work we do for you, the final sign off rests with you and it is your responsibility to check the work before it goes out.
Timetables: Our ability to meet timetables depends on your giving us access on time to all the information or resources we need from you.
Availability: Our normal working hours are displayed on our web site, and/or set out in the Work Order.
OWNERSHIP OF WORK/COPYRIGHT ASSIGNMENT
The Rights in work done under this Agreement will be ours. Upon payment of our fees and charges we will assign to you the Rights in any work created under the Work Order. We agree to sign any further documents needed to complete the transfer of Rights to you.
Information and documents which we provide to you remain our absolute property at all times unless and until assigned to you.
You promise not to breach any third party copyright rights in sending us material to work on. You promise not to use any confidential or restricted information that belongs to someone else in sending us work.
We will keep full records of the work that we have done for you and the contacts we have made with people on your behalf. We will send you copies of these records regularly, or log them into your systems, as specified in the Work Order.
We will not access, use, copy, distribute, publish or adapt any part of any information, data or documents that you have paid for, for our own or any other person’s benefit or purposes.
POLICIES AND PROCEDURES
Resolving problems: If there is anything about your project that is not going as you want, or if you have any query or complaint, speak to us straight away.
Health and Safety: When working at our own premises, we are responsible for our own health and safety.
We will work to the standard of your Social Media Rules and Data Protection Policy, or to ours – whichever is the highest standard. Any specific requirements must be specified in the Work Order.
INFORMATION and data
Your information and our confidentiality: We will only use or disclose Confidential Information provided to us in order to perform the services set out in the Work Order, or if we are required to disclose it by a court order or under a statutory obligation.
Documents and information: We will need to agree a safe and secure system of you sending us your confidential documents and information (and us returning them to you). We do not agree to be liable for data that is not securely transmitted to us. You must.
Share your Data Protection and Confidentiality policies with us.
Specify what, if any, information (data) we can download, and where it should be saved on our PC or other device or location.
Specify what secure mediums you want to use to send, store, and receive confidential data and information relating to any identifiable individual.
Note that we may make and keep temporary backups to ensure continuity of service.
Any passwords you give us are for our exclusive use. We will report any password changes required by site security and make sure you have up to date access. We will not share this access with any individual. You will provide additional passwords and access if additional team members need to use your system.
We will not set up any social media or email account or fan/group/web/forum pages using our name or our brand name(s), or for people to respond to unless your Work Order specifically says so.
Data protection: Information about living individuals is protected by data protection legislation.
If requested, we will check where (geographically by country) information on our system is held, and that it is securely held and not available to anyone other than you.
We will then notify you of the responses and let you know what steps we have taken to make it secure.
RESTRICTION and limitation
Force majeure: We will not be liable for failure to provide services where it is not reasonably practicable to do so due to circumstances beyond our control
Limitation of liability: Our fee rates are determined on the basis of the limits of liability set out in these Terms. Before contracting for work to be done, you may request that we agree to a higher limit of liability (provided insurance cover can be obtained therefor) in which case our fee rates may be adjusted or an additional charge may be made.
There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of services or relating to the supply of products.
We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
Our aggregate financial liability to you shall in no circumstances exceed the fees paid for the services which gives rise to such liability.
Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.
termination
Either party may end an Agreement by giving one month’s notice in writing. Notice shall be given by email to the address used on the most recent Work Order unless a new email address has been notified by either party.
Termination of this agreement shall not affect rights and obligations already accrued prior to termination.
DEFINITIONS AND LAW
In these Terms, the following words or phrases have the meaning set out in this clause.
“Work Order” an agreement that we will supply Services on specified occasions and/or with a specified outcome as set out in a Booking Form or in a formal proposal.
“Clause” a numbered clause of this Agreement.
“Confidential Information” all information:
- that we discover because of or through our connection with you; and
- which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).
However, “Confidential Information” does not include information that is openly published by you, or information that is publicly available without breach of our confidentiality obligation.
“Including” the word “including” shall not imply any limitation on the generality of the concept or thing of which examples are being given.
“Project Agreement” the agreement comprised in a Work Order and these Terms.
“Rights” includes:
- intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and
- the right to apply for or register any such protection, and
- all rights relating to trade secrets and other unpublished information.
“Services” the work to be supplied or the outcomes to be achieved by us, as set out in a Work Order.
“You” refers to the person, firm or organisation for whom Services will be performed by us.
“We” and “us” refers to the person, firm or organisation agreeing to provide Services.
No waiver: If we or you delay or fail to enforce any term of a Work Order or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.
Severability: If any provision of a Work Order or these Terms is unenforceable, it shall be struck from the Project Agreement to the minimum extent necessary to make the Project Agreement enforceable and this shall not affect the enforceability of the other provisions of the Project Agreement.
Law and jurisdiction: All Project Agreements are governed by Indian Law and subject to the exclusive jurisdiction of the Indian courts.
