1.1 In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:
“You/Your” means the person/company (including their employees, agents or assigns), who purchases the Service(s) from Us:
“Us/We/Our” means CQ Strategic Marketing Limited, whose registered office address is, Epic House, Darnall Rd, Sheffield, S9 5AB, Company no. 08769869, VAT no. GB 1766 643 71;
“Agreement” means the Agreement between Us and You which shall be deemed to incorporate these Terms and the terms on any individual Order;
“Services” mean the Services, including any goods and materials, detailed in the Order to be supplied by Us to You;
“Order” means the proposal or quotation provided by Us and agreed in writing by You, (in whatever form including email) describing the Services requested by You and accepted by Us and detailing the estimated price to be paid and estimated timescales for delivery of the Services.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic mail, telex, facsimile transmission or similar means;
1.1.2 any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;
1.1.3 any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;
1.1.4 words importing the singular number include the plural and vice versa; and
1.1.5 words importing any gender include any other gender.
2. The Agreement
The Agreement shall be on these Terms, incorporating the terms on any Order, to the exclusion of all other terms and conditions. If any conflict arises between these Terms and the terms of the Order the terms of the Order shall prevail.
The Agreement will commence on the date You place the Order.
If You have ordered one-off Services, including projects, the Agreement will terminate upon delivery of those Services.
Where You have ordered repeat or ongoing Services the Agreement will continue in full force and effect for a period of 12 months unless and until terminated earlier by either party in accordance with these Terms.
Thereafter this Agreement will automatically renew itself on the first and subsequent anniversaries of this Agreement unless and until otherwise terminated in accordance with these Terms.
Once You have placed Your Order the cancellation terms contained below apply.
3. The Services
We will provide the Services in accordance with the Order. Unless otherwise specified on the Order, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by You and the costs of materials.
We reserve the right to utilise the services of specialist 3rd party suppliers to deliver elements of the Services detailed on the Order.
We shall be responsible for organising and ensuring all Services ordered under this Agreement are delivered in an efficient manner, including as regards how and in what order activities are undertaken, but shall liaise with You from time to time to ensure that reasonable due account is taken of the impact of the timing of any activities upon any of Your other activities.
For the avoidance of doubt, unless otherwise provided in the Order, and except as otherwise provided herein, You shall pay any additional charges which are incurred as a result of:
additional work required or requested, including without limit, additional meetings, reports or any design or changes requested by You which are additional to or outside the scope of the Order; or
your failure to fulfil any of Your responsibilities as detailed in the Order or otherwise confirmed in writing; and/or,
delays caused by You or Your 3rd party suppliers or matters otherwise outside Our reasonable control.
Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.
We may extend of modify any delivery schedule or deadlines in the Agreement as may be required by any of the circumstances contemplated herein and We will use Our reasonable endeavours to notify You before any extra charges are incurred.
Any such additional charges will be at levied at Our then current standard rates.
4. General Responsibilities
You are responsible for:
- providing any resources requested by Us within the timescales described.
- providing Us with any content, graphics or artwork where such items are not expressly included as part of Your Order.
- maintaining adequate back-ups of any data contained on systems You have requested Us to work with under the Order.
providing Us with complete and accurate information, including without limit; information that is internal to the business or is specific to the industry in which You operate; any policy decisions, changes or activities that affect the operations of the business; any other information that may possibly affect the delivery of the Services.
- reviewing proofs of any designs, including without limit; content, logos’, artwork and website designs supplied as part of the Services, prior to their completion. You must ensure You do so thoroughly as once You have approved a proof You will be entirely responsible for the accuracy of Your completed Order.
We are responsible for:
- delivering the Services with all reasonable skill and care, and in full compliance of relevant established professional standards.
- informing You of the progress of the delivery of the Services.
subject to the terms of clause 9, ensuring any confidential information is maintained as such.
The price for the Services will be set out in the Order and unless otherwise stated excludes any 3rd party costs or the costs of materials which are not yet known but will form part of the Services, which if applicable will be agreed separately. 3rd party costs may include without limit; rights managed or royalty free photography or graphics purchases, colour print proofs, postage and carriage, software & web services (such as hosting and SEO), printing & print finishing and specialist design services.
All work is charged in half hour increments.
Depending on the nature of Your project, expenses may be charged in addition to the price for the Services. Such expenses may include, without limitation, mileage at HM Revenue and Customs then current rates and hotel expenses charged at cost. All expenses will be agreed prior to being incurred.
All sums due will be subject to any applicable UK taxation, including where relevant, VAT.
Time for payment is of the essence.
Design and Marketing Services
The payment schedule for these Services depends on the nature, duration and complexity of the Services being provided. We reserve the right to request a non refundable deposit and staged payments, which if applicable will be detailed on the Order. Unless otherwise stated all invoices are payable within 14 days of the date on the invoice.
If the Order is for, or includes, website design and build services, We require payment for these Services in 2 equal instalments. The first by way of a non refundable deposit payable when You place Your Order and the final payment on completion of the website to be paid within 30 days of the date on the invoice unless otherwise stated in the Order.
If Your Order is for repeat or ongoing Services on a retainer basis or otherwise We will require payment monthly in advance payable by standing order.
Where We have submitted drafts and/or reports etc for Your comment/approval You are requested to respond within 30 days. After this time, if You have not contacted Us with Your requirements, We reserve the right to Terminate this Agreement in accordance with the provision of Clause 12 and invoice You for the value of the work done.
Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved You remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.
If payment is in arrears late payment charges will be levied on a daily basis at 8% above the then current Bank of England base-lending rate. We reserve the right to levy additional charges for late payment, including an administration fee of £40 for each notice of late payment We issue to You and will take all action required to recover any sums outstanding.
We reserve the right to suspend the provision of the Services (where the provision of the Services is ongoing) until payment is received in full.
Invoices overdue by more than 14 days will be passed to Our solicitors for recovery + costs/expenses.
Payment can be made by cash, cheque or direct bank transfer. Where payment is made by cheque the cheque should be made payable to CQ Strategic Marketing Ltd. Bank details for direct bank transfers can be made available on request.
7. Intellectual Property
Unless otherwise agreed and detailed on the Order, all intellectual property rights and proprietary rights, including, but not limited to, copyright, design rights and know-how and methodologies in or relating to any systems, reports, designs or other materials (“Information”), provided to You by Us, shall remain Our sole property or that of Our Licensors until final payment is received.
Once We have received final payment, the intellectual property rights and proprietary rights in any Information that is specific to Your business and that has been commissioned directly by You as part of the Order, for example designs or content for website or marketing materials, shall transfer to You, save for any items that have been sourced from a third party in which event the intellectual property rights and proprietary rights in such items shall remain with such third party unless otherwise confirmed. For the avoidance of doubt the intellectual property rights and proprietary rights in any initial designs or preparatory or development materials used in the development of the final published designs/artwork remains Our property after the completion of the Services.
You grant to Us a perpetual license to use and/or reproduce any Information transferred to You under this Agreement for Our internal business and/or marketing and promotional purposes.
8. Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement or except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.
Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with the relevant Data Protection laws in storing and processing any personal information You provide to Us. We will retain any business data You supply to Us under this Agreement for as long as We reasonably require.
9. Legal status
The relationship between us shall be that of principal and independent self-employed contractor and not in any way that of employer and employee. This Agreement is non exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.
We reserve the right to suspend or discontinue Our Services to You and terminate this Agreement with immediate effect, as We see fit and in circumstances including, but not limited to;
Where We have good reason to believe that You are in breach or have breached any of the terms of this Agreement and have not remedied such breach within ten days of notice specifying the breach and requiring that it be remedied, or
You become insolvent, cease to, or threatens to cease to trade or go into liquidation, or We reasonably apprehend that You may be about to.
You may request the termination of the Service and this Agreement on the provision of 30 days written notice. You will not be entitled to any refund of Fees paid.
On termination of the Service and this Agreement Your website and all related material will be removed.
In the event of termination for any reason, save for termination by Us without cause, We will be entitled to be paid the full Order value and to be reimbursed for all expenses and costs incurred up to the date of termination.
The rights given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
Subject to the provisions of this Agreement, We give no warranty, express or implied, in connection with the Service as to fitness for purpose, quality, non-infringement or merchantability.
Neither party shall have any liability, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
Nothing in this clause shall exclude either party’s liability for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation.
12. Force Majeure
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the affected party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of Your documents or otherwise.
If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.
These Terms shall remain in force until altered in writing and signed by both parties.
The failure by Us at any time or for any period to enforce any one or more of these Terms shall not be a waiver of them or a waiver of the right to enforce such Terms on a future occasion.
You may not assign this Agreement or any rights or obligations under it without Our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these Terms shall apply to any future instructions given by You to Us.
These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.