Standard Terms and Conditions for the Supply of Services

DEFINITIONS

  • In this document the following words shall have the following meanings
  • “Agreement” means these Terms and Conditions together with the terms of any applicable Service Specification
  • “Company” means Grown-Up Solutions Ltd, a company registered in England and Wales, registration number 09049474 with a registered address at 67 Wingate Square, London, SW4 0AF
  • “Client” means the organisation or person who purchases services from the Company
  • “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable
  • “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by the Company

 

GENERAL

  1. These Terms and Conditions shall apply to the supply of all services by the Company to the Client.  Where other terms are in force and in contradiction to these Terms and Conditions then this document shall be applicable as part of the Agreement unless by prior arrangement.
  2. Before starting the services, the Company shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify the Company immediately if the Client does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions. Services shall commence once the Company receives email confirmation that the Service Specification and these Terms and Conditions are accepted and agreed.   Such confirmation shall take the form of a purchase order issued by the Client or a copy of the Service Specification signed and dated by the Client
  3. The Company shall use all reasonable endeavours to complete the services within time frames estimated in the Service Specification but time shall not be of the essence in the performance of any services

 

FEES AND PAYMENT

  1. The fees and payment schedule for the performance of the services are as set out in the Service Specification
  2. Invoiced amounts shall be due and payable within 28 days of date of invoice. In the event that the Clients’ procedures require that an invoice be submitted against a purchase order for payment, the Client shall be responsible for issuing such purchase order before the commencement of the services. The Client agrees that this clause shall still apply in the event of any failure to obtain a purchase order and any late payment shall incur interest and charges as set out in clause 3.3 below
  3. The Company reserves the right to charge interest and costs on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4.5% per annum above the current base rate of the Bank of England in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by Late Payment of Commercial Debts Regulations 2002
  4. The Company may, at its’ sole discretion, request an initial payment on account towards the overall project fee in advance of commencement of the services. In this circumstance, the payment structure will be detailed in the Service Specification and all invoices issued by the Company fall due at 28 days
  5. Once a project has started the fee for the full project is deemed to have been incurred unless payment milestones are detailed in the Service Specification
  6. In the event of cancellation or termination of this Agreement by the Client for any reason, other than a failure to agree on alterations to the Service Specification covered in Clause 6 below, the provisions of Clause 10.2 will apply and the Company shall submit a final invoice for payment

 

CLIENT OBLIGATIONS

  1. To enable the Company to perform obligations under this Agreement the Client shall:
  2. Provide any information and access reasonably required by the Company;
  3. Obtain all necessary permissions and consents which may be required before the commencement of the services; and
  4. Comply with such other requirements as may be set out in the Service Specification
  5. The Client shall be liable to compensate the Company for any reasonable expenses incurred as a result of failure to comply with Clause 4.1
  6. In the event that the Client does not make use of any work produced by the Company in accordance with the Service Specification the Client agrees to absolve the Company of all responsibility for any loss of income or for any costs or damages suffered by the Client or by any third party as a result of any delay which has been caused to the Client’s business or to the business of any third party

 

COMPANY OBLIGATIONS

  1. The Company shall provide the services in accordance with the Service Specification. In the event that the Client is dissatisfied with the provision of services the Company will aim to resolve the concerns provided they have been notified to the Company in writing within 14 days of receipt of the services or before a project deadline if earlier
  2. In the event that the Client or any third party, not being a sub-contractor of the Company, shall cause by their actions or inactions anything which prevents or delays the Company from undertaking or complying with any of its obligations under this Agreement, then the Company shall notify the Client as soon as possible and:
  3. The Company shall have no liability in respect of any delay to the completion of any project;
  • If applicable, the timetable for the project will be modified accordingly;
  • The Company shall notify the Client at the same time if there is a requirement to make a claim for additional costs

Every effort will be made to ensure that copy is free of spelling mistakes and other literals. However, the responsibility for checking for spelling mistakes and literals is the Client’s who in turn absolve the Company of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which the Client uses the copy concerned, whether or not these errors appeared in any draft of the copy supplied by the Company

 

ALTERATIONS TO THE SERVICE SPECIFICATION

The parties may at any time mutually agree upon and execute a new Service Specification. Any alterations in the scope of services to be provided under this Agreement shall be set out in the revised Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties

  1. The Client may at any time request alterations to the Service Specification by notice in writing to the Company. On receipt of the request for alterations, the Company shall, within five working days or such other period as may be agreed between the parties, advise you by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties
  2. Where the Company gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within five working days of receipt of such notice or such other period as may be agreed between the parties, advise the Company by notice in writing whether or not you wish the alterations to proceed
  3. If the alterations are agreed, the Service Specification will be amended accordingly. If the Client does not wish to proceed, this agreement will then terminate and the Company will submit a final invoice for all work carried out to that point, payable in accordance with Clause 3.2 above

 

WARRANTY

  1. The Company warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices
  2. Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Company

 

INDEMNIFICATION

The Client shall indemnify the Company against all claims, costs and expenses which may incur and which arise, directly or indirectly, from any breach of the Clients’ obligations under this Agreement, including any claims brought against the Company alleging that any services provided in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.

 

LIMITATION OF LIABILITY

  1. Except in respect of death or personal injury due to negligence for which no limit applies, the Company’s entire liability to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates
  2. In no event shall the Company be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Company had been made aware of the possibility of the Client incurring such a loss
  3. Nothing in these Terms and Conditions shall exclude or limit the Company’s liability for death or personal injury resulting from our negligence or that of our employees, agents or sub-contractors

 

TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

  1. The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 14 calendar days of being given written notice from the other party to do so;
  2. The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
  3. The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
  4. The other party ceases to carry on its business or substantially the whole of its business; or
  5. The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets
  6. Without prejudice to any other rights to which the Company may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to the Company as agreed damages and not as a penalty the full amount of any third party costs to which the Company has committed and, in respect of cancellations on less than one calendar month’ written notice, the full amount of the fee set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Company’s losses in such a case. For the avoidance of doubt, failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause

 

INTELLECTUAL PROPERTY RIGHTS

  1. All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become absolute property of the Company, and the Client shall do all that is reasonably necessary to ensure that such rights vest in us by the execution of appropriate instruments or the making of agreements with third parties
  2. When the Client commissions the Company to write copy, the Client is purchasing the copyright in the work written for you, and this is assigned to you on receipt by the Company of full and final payment of all fees due. The Company retains the copyright until we have received the agreed payment
  3. The Company reserves the right to use extracts of any work produced for the Client in the promotion of the Company

 

FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. Any alterations to the Service Specification necessitated under this clause shall be subject to the provisions of Clause 6 above

 

INDEPENDENT CONTRACTORS

  1. The parties are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Company may, in addition to our own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve the Company of our obligations under this Agreement.
  2. A contract will exist only between the Client and the Company, and not between any client of yours and the Company. The Client agrees to indemnify the Company against any claim by any client of yours for compensation or damages brought about as a direct or indirect consequence of the use, or inability or unwillingness to use, the services provided by the Company

 

ASSIGNMENT

The Client shall not be entitled to assign rights or obligations or delegate duties under this Agreement without prior written consent of the Company

 

SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated

 

WAIVER

The failure by either party to enforce at any time or for any period any one or more of these terms and conditions or the Service Specification shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement

 

NOTICES

Any notice to be given by either party to the other may be served by email or by post to the address of the other party given in the Service Specification and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by post shall be deemed to have been delivered in the ordinary course of post

 

ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties

 

NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it, confer any rights on a third party

 

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts