Terms of Business

1. Consultation Services: The Client hereby employs the Consultancy to perform the services detailed in our quotation dated 23 January 2023 and in accordance with the terms and conditions set out in this agreement: The Consultancy will consult with the officers and employees of the company concerning matters relating to the agreed schedule of services and proposal. The Consultancy shall perform the contract in accordance with good industry practice, relevant statutory requirements and with all due skill, care and diligence. 
2. Terms of Agreement: This agreement will run continuously and either party may cancel or change this agreement upon thirty (30) days’ notice to the other party in writing (email or letter). 
3. Duration of the agreement: This contract will be in place until ended by either party or the project ends. There are no minimum or maximum hours that will be worked by the Consultancy – each piece of work will be agreed by both parties before commencement. The work will be carried out during normal business hours which for the avoidance of doubt are Monday to Friday 0900 until 1730 with a 1-hour lunch break, excluding public holidays in England and Wales. 
4. Fees: The Consultancy will submit detailed invoices for any project fees as per the agreed estimates, and the Client will pay the Consultancy the amounts due as indicated by the Consultancy within fourteen [14] days of receipt, unless otherwise stated. Payments will be made by bank transfer as per the details on the invoice. 
5. Confidentiality: The Consultancy agrees that any information received by the Consultancy which concerns the personal, customer, financial or other affairs of the Client will be treated by the Consultancy in full confidence and will not be revealed to any other persons, firms or organizations. It is agreed as follows Confidential Information means all non-public written, electronic or oral information disclosed by either party or its agents to the other party that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes without limitation: 
6. non-public information relating to the technology, customers, business plans, promotional and marketing activities, finances and other business affairs; and
7. third-party information that is under an obligation to keep confidential. The Client agrees that any information received by the Client which concerns the personal, financial or other affairs of the Consultancy will be treated by the Client in full confidence and will not be revealed to any other persons, firms or organizations. It is agreed as follows Confidential Information means all non-public written, electronic or oral information disclosed by either party or its agents to the other party that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. 
8. Copyright & Other IP Rights: The Rights in all Consultancy Material vest in the Client. The Consultancy shall obtain on behalf of the Client all necessary usage rights in Commissioned Material and Existing Material to enable the Client to use the Work at the time such material is selected or obtained.
9. If the Client so requests and provided all obligations of the Client arising from this Agreement (including those relating to the period of notice) have been met, the Consultancy shall assign to the Client, after the Term, with full title guarantee, such of the Rights in the Commissioned Material (including the brand logo, domain and digital assets) and Existing Material as may be owned by the Consultancy and capable of assignment together with the right to sue for damages for past infringement. Such assignment shall be subject to clause 9 below.
10. Notwithstanding any of the above the Consultancy shall be able during and after the Term to use Work for the purpose of promoting its own business; and the Client shall retain the Rights in the Client Material.
11. Ownership & Custody of Material. All Work prepared by the Consultancy and paid in full by the Client will become the Client’s property but not necessarily the Client’s copyright. This does not apply to “stock” photographs obtained via photographic agencies for work or to photographic assets supplied or to any other medium in which this material may be supplied. The Client also acknowledges that it shall have no Rights in any digital software used by the Consultancy for the performance of the Services or the supply of the Work.
12. Warranties & Indemnities. If there is an error in Work or publication or distribution is delayed or does not occur as planned, the Consultancy will not be liable unless this is caused by its default or neglect.
13. Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this Agreement, the party in breach shall indemnify the other in full save in respect of consequential losses.
14. The Client warrants that to the best of its knowledge information and belief all Account information supplied to the Consultancy before and during the Term will be accurate and not in any way contrary to English law.
15. Approvals and Authority: For the purposes of this Agreement “Written Approval” shall (without limitation) be signified by:
16. e-mail emanating from the individual e-mail address of an Authorised Person; or
17. For additional work outside of the existing project scope, the Consultancy shall submit to the Client for its specific written approval.
18. The Client’s Written or Verbal Approval for Work to be produced in any media including (without limitation) digital will be the Consultancy’s authority to purchase services and/or materials. The Client’s Approval will be the Consultancy’s authority to proceed with production and distribution of the Work.
19. The Client’s Written Approval of estimates or quotations for production costs will be the Consultancy’s authority to enter into contracts for the supply of those items.
20. The Consultancy will advise the Client immediately of any changes in the estimated cost of items of Work or any changes in plans, schedules or work in progress previously approved in writing by the Client.
21. Amendments: The Client may request the Consultancy to change, reject, cancel or stop any and all plans; schedules or work in progress and the Consultancy will take all reasonable steps to comply with any such request provided that the Consultancy is able to do so within its contractual obligations to Suppliers.
22. In the event of any cancellation or amendment the Client will reimburse the Consultancy for any charges or expenses incurred by the Consultancy to which the Consultancy is committed and will also pay the Consultancy’s remuneration for any Services performed and/or work supplied up to the effective date of cancellation or amendment.
23. Force Majeure. No party shall be entitled to bring a claim for any loss of damages incurred by a Force Majeure event. On the occurrence of a Force Majeure event the affected party shall notify the other party as soon as practicable.