- Application of Terms and Conditions.
1.1 These Terms and Conditions represent the entire contract between Greenfield Design Associates Ltd (‘GDA’) and the client (‘the Client’) and may only be varied in writing, specifically referring to these Terms and Conditions and signed by a properly authorised representative of GDA.
1.2 In particular, these Terms and Conditions may not be varied or replaced by any representations in any antecedent negotiations (and the Client acknowledges that
he has not relied upon the same) nor by any conditions of order of the Client and the placing of any order by the Client shall be deemed to be acceptance of these Terms and Conditions
1.3 These Terms and Conditions shall apply to all transactions of any type between GDA and the Client.
2.1 Without prejudice to GDA’s right to recover in full any invoiced amount and interest and costs as hereinafter provided by action or otherwise, property shall not pass in any goods delivered by GDA or at its direction or at the direction of the Client until payment in full of the invoice or invoices relating to those goods (including any invoice for design or artwork relating to the goods) together with any interest and other charges as hereinafter provided. The Client hereby grants GDA full right and liberty at all times until property in any goods has passed to the Client, to enter the Client’s premises without prior notice for the purposes of recovering such goods or any of them and the Client undertakes not to impede GDA in any way from removing such goods.
2.2 If goods are removed pursuant to 2.1 above and the Client does not subsequently make payment in full for the goods and thereby acquire property in them, then
the Client agrees to pay to GDA by way of liquidated damages an amount equivalent to the full amount of the invoice and any interest and other charges payable as hereinafter provided together with all costs of and incidental to the removal and storage of the goods including but not limited to all legal costs and a reasonable charge for the time of any representative of GDA involved in such recovery. A charge at an hourly rate equal to GDA’s normal charges for work on an hourly basis shall be deemed to be a reasonable charge.
- Consultancy and Design.
3.1 Consultancy and/or design services may be undertaken in one of three ways as may be agreed between GDA and the Client.
3.1.1 Hourly rates. The hourly rates charged shall be the normal hourly rate charged by GDA for the consultant concerned from time to time. Details of rates will be
supplied on request. Invoices may be raised at convenient intervals and are due and payable upon delivery.
3.1.2 Fixed price for design and artwork or consultancy services. One half of the agreed price shall be payable on confirmation of order. The balance shall be payable on completion of the design and artwork or delivery of the consultancy report (whether oral or in writing). In this case, any additional services will be charged separately.
3.1.3 Fixed price for whole project (‘Turnkey’). One third of the agreed price shall be payable on confirmation of order. In cases where the design and artwork or
consultancy stage is discreet and identifiable a further one third is payable on completion of the design and artwork or consultancy stage and the balance is
payable on completion of the project. In all other cases, invoices for such further sums as GDA consider appropriate (limited so that the total invoices do not
exceed the agreed price) may be raised at convenient points during the project and are due and payable upon delivery.
- Agency Services.
4.1 Agency services shall be charged at the cost of the service together with a 15% commission. The service may be invoiced at any time after confirmation of order
and the invoice is due and payable upon delivery.
- Abortive work and cancellations.
5.1 The Client shall only be entitled to cancel any contract by giving notice in writing to GDA.
5.2 If a contract or any part of a contract shall become incapable of further performance for any reason beyond the direct control of GDA, GDA shall give notice to the Client of the same and thereafter the contract or so much of it as shall have become incapable of performance shall be cancelled. Where, by virtue of this clause a project has been cancelled in part, the Client shall have the option within 7 days of notice from GDA to cancel the balance of the project by notice to GDA.
5.3 If any payment due to GDA from the Client in respect of any matter (and, for the purposes of this clause, this shall include any deposit requested pursuant to clause 6.4 below) shall remain unpaid for a period of 21 days after the same shall have become due and payable or if a Client shall in any way refuse or threaten to refuse to make any such payment then GDA may give notice to the Client terminating any contract with the Client forthwith.
5.4 GDA shall be entitled to payment for all work done and costs incurred if any contract is cancelled pursuant to this clause, together with, in the case of cancellation pursuant to 5.1 or 5.3, a reasonable cancellation fee.
5.5 If any design or consultancy report is not accepted by the Client for any reason whatsoever, the Client shall remain liable to make all payments due under these terms and conditions in full and without any deduction.
6.1 Payment for all invoices is due and payable immediately upon delivery of the same and shall be made in full and without any deduction, notwithstanding that the Client may have or purport to have a claim against GDA for any cause whatsoever.
6.2 If payment is not received within 21 days of delivery of the invoice then GDA shall be entitled to charge interest on any sum outstanding at the rate of 2.5% per
month from the date of the invoice calculated on a daily basis and compounded at the end of each calendar month, such interest to be payable before and after any
judgment or order for payment of the same.
6.3 If GDA shall take or contemplate taking any proceedings for recovery of any monies then they shall be entitled to instruct Solicitors to act on their behalf and, notwithstanding any Rule of Court or otherwise which may in any way limit recovery of legal costs, the Client shall indemnify GDA in full in respect of all legal costs incurred.
6.4 Nothing in these terms and conditions shall prevent GDA from requesting a deposit for all or any of their fees from any Client which deposit shall be held by GDA in a separate Client Account and which may be utilised at any time towards any invoice or other payment which shall have become due.
7.1 The copyright or other intellectual property right in respect of any design, strategy or other advice given by GDA in relation to its business as Public Relations, Advertising, Marketing and Design Consultants shall remain vested in GDA unless transferred in writing and signed by a properly authorised representative of GDA.
7.2 Subject to payment of any monies relating to the design or consultancy, GDA grants free licence for the use of any design or other intellectual property referred to in the foregoing paragraph, in respect of any project or activity where GDA are retained as the only or principle consultant or Agent for the use of the said design or intellectual property.
7.3 Where GDA has been retained only to prepare a design or artwork in connection with a specific project that does not further involve GDA, there shall be a licence to use such design or artwork for the purpose intended only.
7.4 Electronic files supplied are for the stated use only and not to be changed or adapted or reused without written permission from GDA.
7.5 If any design or other intellectual property shall be used by or on behalf of the Client in breach of GDA’s copyright and without prejudice to GDA’s right to pursue any other remedy available to it, including seeking an injunction, the Client agrees to pay to GDA damages equivalent to any fees which would have been charged by GDA for the utilisation of the design or other intellectual property on behalf of the Client in the manner or for the purpose in which it has been so utilised in breach of GDA’s rights.
8.1 It shall be a condition precedent to any action for damages arising out of any defect or non-performance that the Client shall notify GDA of any such claim within 14 days (time being of the essence) of becoming aware of the defect or non-performance or within 14 days of the delivery of any goods, artwork or other document where the claim relates to the same.
8.2 Whilst every care is made by GDA to ensure that copy does not contain errors, it shall be the responsibility of the Client to read and approve all copy and no claim shall be made or entertained in respect of any error in any copy which has been approved by the Client.
8.3 Any claim shall be by the Client against GDA to the value of the goods or services, provided and no claim for any consequential loss of any kind shall be made by the Client or entertained.
- Notices, documents etc.
9.1 It is agreed that service of all notices, documents and process pursuant to or arising out of these Terms and Conditions to be served by GDA may be effected by sending the same by first class pre-paid post to the Client’s usual or last known address for correspondence and service shall be deemed to have been effected on the day after posting, notwithstanding that the same may be returned by the ‘Post Office Dead Letter Service’ undelivered.
9.2 Service of all notices and documents pursuant to these Terms and Conditions to be served by the Client shall be served by delivering the same to GDA’s main or principal office from time to time.
9.3 All notices and documents served pursuant to these Terms and Conditions shall be in writing dated and signed by a properly authorised representative of GDA or the Client as the case may be.