1. These are the general terms and conditions, which apply to all WRSEO (The Agency) contracts with you (The Client). In these terms and conditions, any contract the Agency makes with the Client is referred to as the contract.
2. Unless otherwise agreed in writing by a director of the Agency, these terms and conditions shall apply to all Contracts entered into by the Agency to the exclusion of any terms and conditions contained in a Client’s order or which are referred to by the Client in correspondence or negotiations. No employee of the Agency other than the directors of the Agency has the Authority to vary these terms and conditions.
3. These terms and conditions and the Contract shall be subject to and construed in accordance with English Law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
4. If any provision of these terms and conditions is held by any court or other competent authority to be void or unenforceable in while or in part, the other provisions and the remainder of the affected provision shall continue to be valid.
5. No failure or delay by any party in exercising its rights under these terms and conditions shall be deemed to be a waiver of any of those rights.
6. No Contract shall come into existence until the Client has signed the Agency’s quotation.
7. Any time quoted by the Agency for the delivery of all or any of the goods and/or performance of all or any of the services is an estimate only and time shall not be of the essence. The Agency shall not be liable for any failure to meet any such estimate, nor any loss, of whatever nature resulting directly or indirectly therefrom.
8. Quotations do not include VAT. Where applicable, VAT will be added to the invoices at the rate prevailing at the relevant tax point.
The Agency has the right to invoice the Client:
9.1. on the completion of any specific and identifiable part of the Contract; and/or
9.2. if the Client requests the suspension of work, or delays the completion beyond the agreed date, for work already carried out, any material specially orders and additional costs incurred; and/or
9.3. at any time for the costs of services to be carried out by third parties on behalf of the Client
10. All payments shall be made within 14 days of the date of the relevant invoice, save for payments due in respect of third party services which the Client has agreed to pay on demand or in advance. If the Client defaults on these payment terms the Agency shall have the right to:
10.1. Suspend or cancel immediately any Contract made with the Client; and
Ownership and Custody of Material
11. Ownership of the materials described in this quotation shall remain with the Agency until the Client has paid the Agency in full. Once fully paid for, all material prepared for and purchased for the Client by the Agency will become the Client’s property.
This does not apply to licensed material included in the Clients material included but not limited to stock photography, tones and fonts.
12. No property, title or rights of whatever nature in the computer programs, systems, lists or similar items used or developed by the Agency or its suppliers in the fulfilment of the contract shall pass to the Client unless explicitly stated as a term of the quotation.
13. Subject to Clause 15, upon full payment in cleared funds of all outstanding sums from the Client to the Agency under the Contract, the Agency shall assign to the Client such right or title and interest in the copyright which it may have in the materials produced under the Contract.
Warranty and liability
14. The agency warrants that any services it provides to the Client shall be provided with reasonable care and skill.
15. Subject to Clauses 19 and 22, 23 and 24 the Agency shall:
15.1. Make good at its option by reimbursement of the whole or part of the prices (and, where applicable, as a deduction from any part of the price remaining unpaid) or by replacement any failure by the materials to correspond with their specification at the time of delivery.
15.2. Make good by reimbursement of the price or by performance of the services any defect in the original performance of the services.
16. Where materials or equipment are specified to by the Client in connection with the Contract, the Agency shall be under no liability whatsoever for imperfect work caused by defects or unsuitability of such materials or equipment.
17. Unless specifically agreed in writing, the Agency shall not be responsible for checking property or data received from or on behalf of the Client and shall be entitled to assume that it meets the Clients requirements in all respects.
18. The Agency shall be under no liability until any monies due from the Client under the Contract have been paid in full.
19. The Agency shall not be liable to the Client in contract, tort (including without limitation negligence) and/or breach of statutory duty for any direct loses, including but not limited to, loss of profits and/or loss of goodwill and/or loss of production or any indirect or consequential losses (including but not limited economic loss) of any kind which the Client may suffer by reason of any act, omission, neglect, or default (including negligence) in the performance of the Contract by the Agency, its servants or agents.
20. The Agency will not be liable for any loss of profits, consequential, economic, or indirect loss arising in any way in connection with the performance (or non performance) of the obligations related to this Contract.
21. Nothing in these terms and conditions operate so as to exclude the Agencies non-excludable liability in respect the death or personal injury caused by the negligence of the Agency, its servants or agents nor to exclude its liability in respect of fraudulent misrepresentation.
Illegal Use of Libellous Material
22. The Agency reserves the right to refuse an order (including any applicable specification and/or proof), which the Agency believes, is or may be of an illegal or libellous nature or maybe an infringement or the proprietary or other rights of a third party or otherwise unsuitable for printing and/or publication.
23. The Client acknowledges that materials prepared by the Agency are prepared on the basis of information supplied by the Client. Accordingly, the Client will indemnify the Agency against any claims, costs and expenses arising out of any illegal, libellous or otherwise actionable matter regarding the infringement of copyright, patent, design or of any proprietary rights. The indemnity shall extend to any amounts paid on the advice of our solicitors in settlement of any claim.
24. Where the Agency contracts as principle at law with suppliers and with the media on behalf of the Client, the Client will indemnify the Agency against all losses, costs and expenses the Agency may incur in relation to those Contracts.
25. Following the signing by the Client of the Agency’s quotation, no cancellation and/or suspension, either in whole or in part may be made by the Client other than with the prior written consent of a duly authorised representative of the Agency and upon the express provision that the Client shall indemnify the Agency in full against all loss (including without limitation loss of profit and increased production costs), damages, costs, expenses and other liabilities awarded against or incurred by the Agency as a result of or in connection with the cancellation.
26. Without prejudice to any rights and remedies available to it, the Agency shall be entitled forthwith on written notice to the client either to terminate the Contract wholly or in part and/or any other contract with the Client or to withhold the performance of all or any of its obligations under the Contract and/or any other contract with the Client (and on giving of such notice all monies outstanding from the Client to the Agency shall become immediately due and payable) if:
26.1. The Client shall commit any breach of any contract (including without limitation the Contract) with the Agency and has not remedied such a breach within 14 days of the date the Agency’s written notice detailing the breach and requiring the Client to remedy it; and / or
26.2. The Client has committed and or suffered any of the following:
26.2.1. The passing of a resolution or the presentation of a petition for winding up, bankruptcy or for the appointment of an administrator, the appointment of a receiver and/or manager or administrative receiver over the whole or any part of the Clients undertaking and assets, the making of a proposal for a voluntary arrangement within the Insolvency Act 1986 or of a proposal for any other composition schemed or arrangement with or the calling by the Client of any meeting of its creditors generally, the levying or execution or distress or diligence of any of its assets, the failure to pays its proper debts as and when due and anything analogous to any of the foregoing under the law of the jurisdiction where the client is established.
Errors and Omissions
27. The Agency may amend any errors or omissions within quotations or promotional literature without liability to the Client.