Terms and Conditions

1. DEFINITIONS

   1. The Marketing Strategist (“The Marketing Strategist”) is an independent contractor whose registered office is 21 Constable Close, Manningtree, Essex, CO11 2LD, United Kingdom
   2. The Purchaser (“Purchaser”) is the individual, association, corporation or consortium which agrees to be bound by these Conditions of Business
   3. The Quotation (hereinafter called “the Quotation”) is the detailed proposal of fees and services to which these Conditions of Business apply
   4. The Services (“Services”) detailed in the Quotation can include, but not be limited to; design, printing, advertising, public relations, copywriting, direct marketing, business consultancy, website development, event management which The Marketing Strategist may provide to the Purchaser

2. INDEPENDENT CONTRACTOR STATUS

   1. The Marketing Strategist is engaged as an independent contractor. Nothing herein will be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship for any purpose
   2. The Marketing Strategist has no authority to and will not make any representations or incur any liability or cost or enter into any contracts or other arrangements involving the Purchaser in financial or other commitments without the Purchaser’s express prior approval in writing

3. THE MARKETING STRATEGIST’S APPOINTMENT

   1. The Marketing Strategist will not commence the Services until the Quotation has been signed by duly authorised signatory of the Purchaser, or written approval is provided and has been delivered personally, by first class letter or email transmission
   2. The Marketing Strategist’s appointment to provide the Services shall commence on the date when The Marketing Strategist commences provision of the Services and shall continue until all Services detailed in the Quotation have been completed

4. THE MARKETING STRATEGIST’S STANDARDS OF SERVICE

   1. The Marketing Strategist undertakes to use its skill and expertise to provide the Purchaser with a high quality service which meets the brief agreed with the Purchaser, however, no warranty is given as to the commercial performance and/or effectiveness of the Services detailed in the Quotation
   2. If for any reason the Services do not meet the Purchaser’s complete satisfaction the Purchaser must notify The Marketing Strategist in writing within ten working days of the matter coming to the attention of the Purchaser, setting out in sufficient detail the matter complained of or the Purchaser will be deemed to be satisfied with the quality of the Services

5. THE MARKETING STRATEGIST’S UNDERTAKINGS

   1. The Marketing Strategist shall at all times in connection with performance of the Services:
      1. perform the Services in a manner consistent with ethical and professional standards;
      2. perform the Services with all reasonable skill and care and in a professional manner; and
      3. perform and complete the Services in a timely and cost effective manner
   2. The Marketing Strategist warrants that designs, documentation, business strategies and other materials or information created by it in performance of the Services shall be original works of The Marketing Strategist, its employees or contractors and will not infringe any intellectual property rights or any other right whatsoever of any third party

6. THE PURCHASER’S UNDERTAKINGS

   1. The Purchaser shall provide The Marketing Strategist with all documents or other materials and data or other information necessary for the completion of the Services, in sufficient time to enable The Marketing Strategist to provide the Services in accordance with any timetable or other target for progress or completion agreed between the parties
   2. The Purchaser shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all data or other information provided to The Marketing Strategist in the course of providing the Services
   3. The Purchaser shall ensure that The Marketing Strategist is accorded sufficient access to any of the Purchaser’s key decision makers, information, data or personnel that is reasonably necessary for the completion of the Services

7. AUTHORITY

   1. The Purchaser’s written approval of copy and selected production materials will be The Marketing Strategist’s authority to purchase production materials and prepare artwork and proofs, and the Purchaser’s written approval of proofs will be authority to publish online or offline as requested; further, it is understood by the parties that upon written approval to proceed all responsibility for omissions and/or errors passes from The Marketing Strategist to the Purchaser and that all fees for Services remain due and payable
   2. The Purchaser’s written approval of audio visual scripts and/or story-boards will be The Marketing Strategist’s authority to make production contracts and engage performers and the Purchaser’s written approval of films and recordings will be authority to transmit
   3. The Purchaser’s written approval of schedules and estimates will be The Marketing Strategist’s authority to make reservations and contract for space, time and other facilities under the terms and conditions required by media or suppliers
   4. Prior to the issue of any material The Marketing Strategist produces on behalf of the Purchaser which is an investment advertisement as defined by the Financial Services and Markets Act 2000; the Purchaser will ensure that the material has been approved by a person authorised under the Act. The Marketing Strategist is not an authorised person
   5. The Purchaser’s written approval of event plans and associated activities will be The Marketing Strategist’s authority to make venue contracts and contracts with external suppliers and performers associated with the event under the terms and conditions required by these suppliers
   6. Wherever the Purchaser’s written approval is requested under this (or any other) conditions, such approval must not be unreasonably withheld or delayed

8. AMENDMENTS

   1. The Purchaser may request The Marketing Strategist in writing to change, reject, cancel or stop any and all plans, schedules or work in progress and The Marketing Strategist shall take all reasonable steps to comply provided that The Marketing Strategist can do so within its contractual obligations to suppliers and other third parties, and provided that The Marketing Strategist can recover the cost from the Purchaser of any exceptional wastage of work and for material already utilised
   2. The Marketing Strategist’s Quotation accounts for one round of Purchaser amendments followed by a subsequent round of minor updates; it will be necessary for the Purchaser to reimburse The Marketing Strategist for any reasonable extra charges which it accrues as a result of further Purchaser amendments
   3. In the event of any cancellation by the Purchaser it will be necessary for the Purchaser to reimburse The Marketing Strategist for any reasonable internal or external changes or reasonable expenses incurred on the Purchaser’s behalf and to which The Marketing Strategist is committed including third party contracts and also to pay The Marketing Strategist’s fee reasonably incurred covering the work already carried out on behalf of the Purchaser

9. CHARGES

   1. The fees relating to the Services commissioned by the Purchaser will be those detailed in the Quotation
   2. The Marketing Strategist will bear the cost of normal correspondence, telephone and IT expenses incurred by it in carrying out the Services detailed in the Quotation but The Marketing Strategist shall be entitled to charge the Purchaser expenses which will be reimbursed at cost; mileage will be charged at £0.45 (45p) per mile. All rail travel or air travel expenses shall be included as outlays with relevant supporting documentation, including VAT invoice, from the relevant supplier. Foreign travel will incur all relevant costs for economy class travel

10. TERMS OF PAYMENT

    1. Accounts in respect of agreed PR and consultancy time is invoiced in advance on the 1st of each month and is payable within 30 days of the date on which they are rendered. New client relationships will require 50% of the first invoice to be settled in advance
    2. Some suppliers require payment in advance or at various stages of production. The Purchaser agrees to pay associated invoices in respect of such services upon presentation
    3. Media invoices in accordance with the agreed media schedule will be presented to the Purchaser and must be paid immediately upon presentation
    4. All postage costs for direct mail and electronic email distribution activity must be paid by the Purchaser prior to e/mailing
    5. The Marketing Strategist invoices or part thereof not subject to dispute which are not paid by the due date may be subject to interest at 4% over HSBC’s base rate from the date of due payment until the date of actual payment
    6. The Marketing Strategist reserves the right to suspend work on any project commissioned by the Purchaser in the event that any invoices shall remain unpaid after the due date for payment.

11. OWNERSHIP

    1. Copyright and any and all other intellectual property and other rights existing in the Services addressed in the Quotation will vest solely in the Purchaser absolutely upon payment. The Marketing Strategist hereby assigns with full title guarantee all intellectual property rights, including copyright, in the Services addressed in the Quotation to the Purchaser to the extent of its authority
    2. At the request and expense of the Purchaser The Marketing Strategist will sign such documents and do such things reasonably necessary in the opinion of the Purchaser to enable the Purchaser to obtain, defend and enforce its rights in the Services addressed in the Quotation
    3. The Purchaser acknowledges, however, that The Marketing Strategist’s ability to conclude such negotiations will in some circumstances be subject to clearance of third party rights arising under standard trade agreements or other trading arrangements or as a manner of general law. In particular:
    4. Designers, illustrators and photographers retain the copyright in any work commissioned by The Marketing Strategist on behalf of the Purchaser. All original illustrations and original digital images/transparencies/negatives/files and the rights therein remain the designer/illustrator/photographer’s property unless negotiated otherwise
    5. It is further recognised that The Marketing Strategist may purchase non-exclusive stock images and audio visual materials as part of the Services addressed in the Quotation and that title and ownership remain with the chosen photographic/AV agency unless said purchase is made on an exclusive basis, which will be subject to increased costs and further commercial arrangements with the photographic/AV agency
    6. The Marketing Strategist shall retain the copyrights in all material contained in any presentation/proposal made in competitive tender with any other third party in the event of said presentation/proposal being unsuccessful or any other material produced speculatively by The Marketing Strategist not being used, whether or not in competitive tender with any other third party
    7. Upon termination of the Services all unused or unpublished plans and ideas prepared by The Marketing Strategist, whether the subject of copyright or not, shall remain The Marketing Strategist’s property and shall not be used by the Purchaser subsequently, regardless of whether or not the physical embodiment of any creative or consulting work is in the Purchaser’s possession in the form of copy, artwork, presentations or other media, electronic or otherwise.

12. DELIVERY

    1. Any dates quoted for delivery of the Services addressed in the Quotation are approximate only and The Marketing Strategist shall not be liable for any loss or damage of any kind whatsoever suffered by the Purchaser from any delay from whatsoever cause arising, nor will any delay entitle the Purchaser to cancel or rescind the commitment to purchase the Services.

13. PRICE

    1. The Marketing Strategist reserves the right to increase the Quotation price if The Marketing Strategist sub-contracts to a Third Party and for whatever reason the Third Party increases its prices to The Marketing Strategist. In this case The Marketing Strategist will only increase its price to the Purchaser by the amount of the increase charged by the Third Party to The Marketing Strategist
    2. Where the Quotation for Services is based on information supplied by the Purchaser and that information is subsequently changed or proves to be incorrect, The Marketing Strategist reserves the right to increase the price of the Services or cancel the order at its absolute discretion

14. CONFIDENTIALITY

    1. During the course of performing the Services The Marketing Strategist will have access to information that is confidential and proprietary to the Purchaser which is either designated as such or by its nature can be reasonably regarded as confidential or proprietary (“Confidential Information”).
    2. The Marketing Strategist undertakes:
       • to use the Confidential Information only in connection with the performance of the Services and for no other purposes;
       • not to use the Confidential Information in any manner competitive with or detrimental to the interests of the Purchaser;
    3. The above restrictions, which will survive completion of the services for one year and will not apply to information which (i) can be shown to have been independently created by The Marketing Strategist without access to or use of the Confidential Information, (ii) is or becomes publicly available through no default of The Marketing Strategist, or (iii) is required to be disclosed by law ​

15. DATA PROTECTION ACT STATEMENT

    1. The Purchaser confirms that they are aware of all their obligations and responsibilities which may arise under the Data Protection Act 1998 and indemnifies The Marketing Strategist from all claims, losses and liabilities which the Seller may suffer or incur as a result of the Purchaser’s failure to comply with the Data Protection Act 1998.

16. LIMITATION OF LIABILITY

    1. The Services have been negotiated and agreed by The Marketing Strategist with the Purchaser in the context of information provided by the Purchaser as to the Purchaser’s particular needs and requirements. The Services have been prepared and quoted accordingly. Therefore:
    • The Marketing Strategist shall have no liability to the Purchaser for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Purchaser which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non- arrival, or any other fault of the Purchaser;
    • The Marketing Strategist shall have no liability to the Purchaser for any loss, damage, costs, expenses or other claims for compensation arising from the Purchaser making use of the Services for any purpose not clearly disclosed to The Marketing Strategist or from the Purchaser allowing a third party to make use of the output of the Services;
    • The Marketing Strategist shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of the Quotation, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of The Marketing Strategist, its employees or agents or otherwise) which arises out of or in connection with the provision of the Services or its use by the Purchaser.

17. INDEMNIFICATION

    1. To the extent allowed by English law and excluding any liability for death personal injury or property damage caused by or contributed to by The Marketing Strategist in the conduct of the Services, where The Marketing Strategist has acted in good faith and with due professional care, the Purchaser shall indemnify The Marketing Strategist against any costs, damages and other charges, including legal costs on a full indemnity basis falling upon or borne by it arising from any default or neglect on the part of the Purchaser

18. FORCE MAJEURE

    1. Neither party shall be liable for any delay or failure to meet its obligations (other than a payment obligation) under this Quotation due to any cause outside its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage by third parties, civil commotion, strike, lockout or industrial dispute by a third party, unavoidable power failure or fire. ​

19. GENERAL

    1. All notices will be in writing and will be sent to the address of the recipient shown on the Quotation, or any other address the recipient may designate by notice given in accordance with this Clause. Notices may be delivered personally, by first class pre-paid letter or receipted email transmission
    2. This Quotation is personal to the parties and neither party may assign, sub-contract or otherwise transfer any rights or obligations under this Quotation without the express written approval of the other
    3. This Quotation constitutes the only agreement between the parties hereto. It therefore cancels, supersedes and replaces all prior agreements, express or implied, between the parties. This agreement and the terms and conditions of sales provided for herein may be modified only by written agreement subscribed by both parties
    4. If any part of this Quotation is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed by the remainder of this Quotation, which will continue to be valid and enforceable to the fullest extent permitted by law
    5. The parties acknowledge that no reliance is placed on any representation made but not embodied in this Quotation, but neither party excludes liability for any fraudulent misrepresentation. Except as otherwise permitted by this Quotation, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties

20. GOVERNING LAW

    1. This Quotation will be construed in accordance with and be governed by English law and each party agrees to submit to the exclusive jurisdiction of the English courts
    2. The parties shall at all times comply with local regulations applicable to this Quotation. In the event this Quotation or its performance is determined to be illegal or contrary to the laws, regulations or acts, this Quotation shall be null and void unless both the parties shall use their best endeavours to modify the Quotation to comply with such law, regulations, act or direction.