• ‘The Company’ means Springboard Partners Ltd
• ‘The Client’ means the person, firm or company using the services of the Company.
• ‘Services’ means the service and/or goods forming the subject of contract between the Company and the Client.
• ‘Parties’ means the Company and the Client.
• ‘The Terms’ means terms of business.
2.1 These Terms shall govern the supply of Services by the Company to the Client to the exclusion of all other terms whatsoever (including, but without limitation, the Client’s own standard terms of business).
2.2 No variation of these Terms shall be effective unless made in writing signed by or on behalf of the Parties.
3. FEES AND EXPENSES
3.1 The Client shall reimburse costs and expenses as follows:
• Deliveries, travel, car parking, subsistence and other out of pocket charges at cost subject to supporting invoices.
• All other terms as quoted and agreed.
• Charges shall be made for any taxes, duties or levies which the Company is required by law or industry practice to collect.
3.2 In addition to the fees and expenses referred to above, the Client will pay to the Company (at times to be agreed between the Parties) additional fees and expenses as follows:
• If the Client instructs the Company to carry out any work in addition to the services, or changes, modifies or alters its requirements and
• If the Client fails to meet its obligations under Paragraph 9.1 and the Company expends extra time or incurs extra expense as a result.
3.3 The amount of additional sums payable by the Client under Paragraph 3.2 will be agreed between the Parties. In default of prompt agreement the amount will be based on the amount of additional time and expense which the company shall reasonably incur as a result of the Client’s instructions or defaults.
3.4 Fees relate to the execution of Services within the United Kingdom. Fees must be separately agreed for the execution of Services outside the United Kingdom.
4. PRELIMINARY WORK
4.1 All work carried out, whether experimental or otherwise at the Client’s request shall be charged, unless otherwise agreed in advance in writing.
5.1 Concepts, roughs of creative work, proofs or copy and drafts of any other materials produced by or on behalf of the Company for the Client, shall be presented or delivered to the Client for written approval of their style and accuracy.
5.2 The Company shall not, without the Client’s express instructions be required to take responsibility for legal clearance of any concepts and materials produced under these terms.
5.3 The Client shall bear any additional costs incurred by the Company which result from changes to material submitted for approval where changes are inconsistent with the Client’s previous instructions.
5.4 The Company will not be responsible or held liable for work printed as approved by the Client. The Company shall not be responsible or liable for errors if the Client has failed to return proofs with indication of approval as above, or has instructed printers to proceed without first returning approved proofs to the Company.
6. PRODUCTION MATERIALS
6.1 Finished artwork used or produced by the Company specifically for the Client shall normally be stored by the Company in a secure and dry environment for a period of 12 months following delivery of the finished material for which they were used or produced. Thereafter, materials will be stored at the cost of the Client and the Company shall dispose of such materials in the event the Client shall fail to send immediate payment of the invoice,
7. INVOICING AND PAYMENT TERMS
7.1 Project fees shall be invoiced 50% on commencement of the assignment and 50% on delivery, unless otherwise agreed in writing.
7.2 Payments shall be made 14 days from date of invoice (‘the due date for payment’) except as follows:
• Where the Company is unable to obtain credit from its suppliers (for example on postage and cash refund floats), payment is due on presentation of the Company’s invoice and the Company will not advance such amounts on behalf of the Client or accept any liability for the consequences of any late payments.
• Where supply is being secured from an overseas source or foreign currency transactions are involved, separate items may be agreed in advance of the supply being commissioned.
7.3 Where an invoice is disputed, the Company must be notified by the Client in writing within 7 days of receipt of the invoice. Where part of an invoice is disputed the balance should be paid in accordance with the terms herein referred.
7.4 We understand & will exercise our statutory right to claim interest & debt recovery costs under The Late Payment Legislation if we are not paid according to agreed credit term.
8. TIME OF SUPPLY
8.1 Time for delivery of the Services shall not be of the essence unless a surcharge for speedier delivery has been agreed in writing by the Client with the Company.
9. CLIENT CO-OPERATION
9.1 The Client will provide to the Company such information, instructions, approvals, authorities, materials and other assistance of a suitable nature and quality and at the appropriate times as the Company may reasonably request for the proper provision of other Services.
9.2 The Company shall not be liable for, and the Clients shall fully indemnify the Company against, any and all costs, charges and expenses incurred due to delay in supply of the Services where such a delay is a result of the Client’s failure to perform its obligations under Paragraph 9.1.
10.1 If the Client cancels or varies all or any part of his instructions to the Company then the Client shall on demand reimburse the Company any charges which the Company may incur by reason of such cancellation of variation.
10.2 The Client shall forthwith pay to the Company a sum equal to any fees or expenses which the Company will become obliged to pay to third parties as a result of such cancellation.
11.1 All designs, drawings, documents and information supplied by one Party to the Other in connection with the Services, and all other material of a similar nature supplied for any other purpose whatsoever, shall remain the property and copyright of the party supplying them and be treated as confidential by the Party to who them are supplied.
12. RETENTION OF TITLE
12.1 Notwithstanding completion of the Services, delivery of all work and materials, and the granting of credit (if any), all work and materials remain the absolute property of the Company until payment of all sums due from the Client to the Company shall have been received by the Company.
13. INTELLECTUAL PROPERTY
13.1 The Company retains the copyrights subsisting in any material originated by a third party engaged or instructed by the Company.
13.2 The Client shall indemnify the Company for any costs, charges, damages and expenses incurred by the Company due to any action, claim or demand brought against the Company as a result of the Company’s compliance with the Client’s instructions or reliance on or use of material supplied by the Client.
13.3 The Company retains the copyrights (and all other intellectual property rights capable of therein subsisting) in:
• Promotional material and other work supplied; and
• The promotional concepts devise by the Company;
• Whether the same came into existence before during or after the date of this Contract and the company reserves the right to offer any of the above to other Clients from time to time.
13.4 Unless otherwise agreed in writing, the Company retains full ownership of all artwork, print plates, proofs, negatives, positives and computer software brought into existence for purposes of supplying the Services and the same shall be returned to the Company (if in the Client’s possession) on completion of the Services.
13.5 In line with the standard practice in the printing industry, all standing matter including negatives, positives, plates and other material used in the production of any printed matter of advertisement, shall remain the property of the Company’s supplier.
14.1 The Company acts as a principal and not as the Client’s agent in respect of all dealings with media and other supplier in respect of the Client’s advertising. The Company places orders on the terms that are agreed by the Company with the media owners. The Company accepts cancellations only if the Company, in turn, is able to cancel the order to the media owner.
14.2 Should the Client request any cancellation or amendments to booked campaigns which result in retrospective rate adjustments, cancellation chargers or lower discounts from media owners, the Company shall require the Client to reimburse the Company for any additional costs incurred.
14.3.1 Terms regarding payment of media are based upon the principle that the Client will endure that the Company is paid in time to meet the liabilities which arise from orders placed by the Company with the media owners in respect of the Client’s advertising.
14.4 The Company will submit a media invoice covering the Client’s total gross media expenditure in each month, normally by the last day of the month to which the advertising relates. Payment is due within 7 days of receipt of invoice.
15.1 Proposals made by the Company to the Client are made on a strictly confidential basis and shall not be used by the Client or communicated to any person save for purposes contemplated and agreed by the Client and the Company in consideration for payment of the fees referred to in Paragraph 3
15.2 The Company agrees to treat as secret and confidential and not at any time to disclose to any person or otherwise make use of any information relating to the Client’s business. This is provided that this obligation of confidence shall not apply to any information which is in the possession or at the free disposal of the Company or it is published or otherwise in the public domain prior to the receipt of such information by the Company. Similarly, this obligation of confidence shall not apply if any information becomes publicly available on a non confidential basis through no fault of the Company, or it is received in good faith from the Company for a third party who appears to have no obligation to the Client in respect thereof and who imposes no obligation of confidence on the Company.
15.3 The obligations of confidence referred to in this paragraph shall survive the termination of the Company’s relationship with the Client.
16. RESTRICTIVE COVENANTS
16.1 The Client will not during the continuance of this Agreement or for the period of 6 months following the termination of this Agreement:
• Employ any employee of the Company (or any person who has been an employee of the Company in the previous 6 months)
• Contact directly or indirectly any supplier to the Company or solicit business or interfere with the relationship between the Company and its suppliers.
17.1 The Client shall not assign or make over to any third party the benefit or burden of any contract entered into under these terms.
17.2 Such action taken by the Company shall be without prejudice to any accrued right which the Company may have against the Client for payment of any outstanding charges.
17.3 Any waiver by the Company of its rights under this Clause shall not prejudice its entitlement to exercise such rights at any time in the future.
18. DEFAULT, INSOLVENCY, ETC.
18.1 The Company shall be entitled to halt any work undertaken pursuant to these terms in the event that:
• Any sums due and payable to the Company shall remain outstanding for a period of more than 7 days beyond the time fixed for payment in paragraph 7 above: or
• The Client enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation) whether compulsory or voluntarily
• The Client compounds with or convenes a meeting of its creditors
• The Client has a receiver or administrator appointed over all or any part of its assets
• If an individual is declared bankrupt or has a bankruptcy petition presented against him
• The Client takes or suffers any similar action in consequence of debt or threatens to cease or ceases for any reason to carry on business.
18.2 If the Company terminates the contract in accordance with paragraph 18.1
• Then, without prejudice to any other rights the Company may have, the Company
• Shall be entitled to retain any advance payment made by the Client and
• Either by an agent or itself, have access to the Client’s premises for the protection, removal, realization and disposal of any work or materials at any time and from time to time in which the property shall not have passed from the Company to the Client in accordance with these Terms.
19. STATUS OF THE COMPANY
19.1 The Company shall act as principal and not as agency in any dealings undertaken on behalf of the Client, provided that where the Company enters into agreements with third part suppliers, any rights, or liabilities arising in the relationship between the Company and such supplier, shall be passed on to the Client by the Company so that, for example, where the supplier excludes or limits his liability in such a way or with the Client’s instructions, then these terms shall be amended accordingly.
20.1 The Company shall not be liable for any indirect, consequential or financial loss suffered by the Client or by any third party arising in connection with supply of Services under these Terms.
20.2 Subject to paragraph 20.1 above, the Company’s liability for any defective work shall be limited to rectifying the defect.
20.3 All claims for short of late delivery of any materials shall be made in writing so as to reach the Company within 7 days of delivery, provided that any claims for non-delivery should be made in writing within 7 days of the anticipated date of delivery.
21. ENGLISH LAW
21.1 The construction and validity and performance of these Terms shall be subject to the laws of England and to the jurisdiction of the English courts.