Estimate, Proposal and quotation Terms and Conditions

Effective Date. This Agreement will become effective on the date of the Client’s acceptance of the Contractor’s Proposal.

 

Services. Contractor will provide the Client with the services set forth in the Proposal (the “Services”) pursuant to the schedule or time frame specified in the Proposal (the “Schedule”, or if no such Schedule is specified, within a reasonably timely manner).

 

Errors and Omissions. We reserve the right to correct any errors or omissions at any time.

 

Client Cooperation. Client acknowledges and agrees that Contractor’s timely and professional provision of the Services is dependent and subject at all times to Client’s cooperation and timely provision of all content and materials necessary for the completion of the Services (the “Client Materials”).

 

Fees. As compensation for the Services, Client will pay Contractor the fees set forth in the Proposal (the “Fees”). The Fees as set forth in the Proposal are exclusive of any taxes, assessments or other governmental charges.

 

Subscriptions. The Contractor reserves the right to review and adjust subscription charges on an annual basis. The client may cancel any subscription within 14 days of the Invoice date by advising the Contractor in writing that the subscription is no longer required. In the case of subscriptions with third parties, the Client must cancel the subscription directly with the third party, in accordance with the third party's terms and conditions.

 

Payment. The Fees will be paid by the Client to the Contractor pursuant to the Schedule set forth in the Proposal, or if there is no such Schedule, within seven (7) days following the Contractor’s submission of an invoice to the Client. In the event that Client fails to pay the Fees within seven (7) days of being due, Contractor may charge penalty interest of 5% per month or the greatest amount permitted by law, whichever is lower.

 

Changes. If the Client requests additional work beyond the scope of the Services set forth in the Proposal, the Contractor may amend the Fees or provide the Client with a separate proposal for such additional work, which the Parties will mutually execute.

 

Expenses. Client will reimburse Contractor for all reasonable expenses, as set forth in Contractor’s invoice or as otherwise pre-approved by Client in writing.

 

Term. This Agreement will become effective on the Effective Date and continue until terminated by either Party as set forth herein.

 

Termination for Cause. Either Party may terminate this Agreement in the event the other Party is in material default of this Agreement and fails to cure such default within thirty (30) days following written notice of the default by the non-defaulting Party.

 

Termination without Cause. Either Party may terminate this Agreement upon thirty (30) days following written notice to the other Party. Upon termination by Client, as set forth in this section, Client will pay Contractor all fees and expenses incurred for Services performed by Contractor prior to the effective termination of this Agreement.

 

Representations and Warranties. Each Party represents and warrants to the other Party that it has the full right and power to enter into this Agreement and that the terms of this Agreement do not in any way conflict with any existing commitment of that Party.

 

Client Materials. Client acknowledges that they own or have permission to distribute any Materials provided to the Contractor. The Contractor may use such materials pursuant to providing the Services to the Client. Client grants Contractor the right to use the Client Materials for the purpose of providing the Services pursuant to this Agreement. The Client understands and acknowledges that the Client is solely responsible for the content, completeness, and accuracy of all materials provided by the Client to the Contractor for the completion of the Services. In no event will Contractor be liable for any inaccuracy, error, mistake or insufficiency resulting from Contractor’s use of the Client Materials.

 

Materials provided by the Contractor. Client agrees that Contractor may use Materials not provided by Client, for example, images owned by third parties, and that Client may not re-use such Materials. Such Materials are limited to the necessary use of the End Product and must not be extracted, reproduced or used in any other way.

 

Confidentiality. “Confidential Information” means any information that either Party discloses or provides access (directly or indirectly) (the "Disclosing Party”) to the other Party (the “Receiving Party”) in any and all mediums (whether oral, written, graphic or in any other form). The Receiving Party agrees that it will take all reasonable precautions to protect and safeguard the Confidential Information and will not disclose any Confidential Information except (1) to those of its employees, officers, consultants, attorneys or accountants who have a need to know the Confidential Information and are bound to confidentiality obligations similar to those set forth in this Agreement; or (2) if the Receiving Party is required to disclose the Confidential Information in connection with any judicial, governmental, or administrative proceedings or pursuant to applicable law. This section will survive the termination of this Agreement.

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DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR WILL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES ARISING FROM ERRORS, MISTAKES OR INACCURACIES IN CLIENT CONTENT; LOSS OF USE OR PROFITS RESULTING FROM THE USE OF ANY DELIVERABLES PROVIDED BY CONTRACTOR; OR ANY EVENTS BEYOND THE REASONABLE CONTROL OF CONTRACTOR, INCLUDING INTERNET FAILURES, ACTS OF GOD, WAR, TERRORISM, FIRES, FLOODS, OR NON-PERFORMANCE BY ANY THIRD PARTIES. CONTRACTOR DISCLAIMS ALL WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE RESULTS THAT MAY BE OBTAINED FROM CLIENT’S USE OF THE SERVICES OR THE DELIVERABLES PROVIDED IN CONNECTION WITH THE SERVICES.

 

Limitation of Liability. To the fullest extent permitted by law, in no event, whether the claim is based in contract, tort, strict liability, or otherwise, will Contractor’s aggregate liability to Client arising out of or in connection to this Agreement exceed the Fees paid by Client to Contractor pursuant to this Agreement during a period of twelve (12) months preceding the event giving rise to such liability. This section will survive the termination of this Agreement.

 

Indemnification. Client agrees to defend and hold Contractor harmless against all actual or alleged claims, damages, costs, liability and expenses (including, but not limited to, reasonable legal fees) arising out of, or related to, Client’s breach of this Agreement and Contractor’s use of any Client Content pursuant to this Agreement. This section will survive the termination of this Agreement.

 

Conflict. In the event of any conflict between these Terms and Conditions and the terms of the Proposal, the terms set forth in these Terms and Conditions will control with respect to such conflict, unless stated otherwise in the applicable Proposal.

 

Notices. Any notice given by one Party to the other Party in connection with this Agreement will be given in writing and will be sent by email, first class mail, or certified or registered mail with return receipt requested, and will be deemed to have been given fourteen (14) days after mailing, twenty-four (24) hours after transmission of email, or immediately upon explicit acknowledgement of receipt. Notice may be provided to the addresses for the Parties as set forth on the Proposal or to such other addresses as the Parties may, from time to time, notify each other in writing.

 

Relationship of the Parties. The relationship of the Parties is that of independent contractors. The Parties agree that this Agreement does not create an employment, agency, partnership or similar relationship between the Parties.

 

Modification and Amendment. This Agreement may be modified, supplemented, amended or revised only in writing and signed by both Parties.

 

Governing Law. This Agreement will be governed by, construed and enforced in accordance with the laws of England, without regard to any conflict of law principles.

 

Venue. Any legal action or proceeding relating to this Agreement will be instituted in the courts of England. The Parties agree to submit to the exclusive jurisdiction of such courts in any such legal action or proceeding.

 

Assignment. This Agreement is specific to the Client and may not be assigned, in whole or in part, by the Client without the Contractor's express written consent.

 

Severability. If any provision of this Agreement is held invalid or unenforceable, whether in whole or in part, for any reason, such holding will not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

 

Waiver. No waiver of any provision of this Agreement will be binding unless executed in writing by the Party making the waiver, nor will any waiver constitute a continuing waiver or be deemed a waiver of any other provision of this Agreement.

 

Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all other agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.