In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable proposal or estimate;
1.2 “Client” (also “customer” and “you”) means the individual or entity purchasing services from Andy Wasley, in addition to that individual’s or entity’s employees, sub-contractors and agents;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Proposal” means a statement of work, quotation or other similar document describing the services to be provided by the Supplier;
1.5 “Supplier” (also “I” and “me”) means Andy Wasley, of 3 Oak Walk, Wallington SM6 7DE; and
1.6 “Work Location(s)” means any place(s) where the Client requires the Supplier to work as part of the project, excluding any workplace used solely at the Supplier’s own discretion.
2.1 Scope. These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Client.
2.2 Proposal or estimate. Before commencing work, the Supplier shall submit to the Client a proposal or estimate which will specify the services to be performed and the fees payable. Where fees are identified as estimates, including by the inclusion of a tilde symbol (~) immediately preceding the fee, the final charge is subject to variation. The Client shall notify the Supplier immediately if the Client does not agree with the contents of the proposal or estimate. The proposal or estimate shall be subject to these full Terms and Conditions. Services shall commence once the Supplier receives email confirmation and/or signed acceptance of these terms and that the proposal or estimate is accepted and agreed.
2.3 Reasonable endeavours to meet timeframe. The Supplier shall use all reasonable endeavours to complete the services within timeframes estimated.
3. FEES AND PAYMENT
3.1 Provided in proposal. The fees for the performance of the services and payment schedule are as set out in the proposal or estimate. Where mentioned in the proposal, a Working Day comprises the hours 09.00 to 17.00, inclusive of a one-hour break.
3.2 Purchase orders. In the event that the Client’s 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 entire Section 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.
3.3 Late payment. The Supplier asserts his right to charge statutory interest and statutory fixed fees on unpaid invoices, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), and supplemented by the Late Payment of Commercial Debts Regulations 2002.
3.4 Advances. The Supplier may ask the Client to pay a percentage of the project fee in advance of commencement of the work, with a further percentage or percentages at one or more mutually agreed stages of the project.
3.5 Fee to be incurred in full at outset. Once work on the services has started, the fee agreed between the parties for the full project is deemed to be incurred unless the parties have agreed payment milestones in the service specification. The Client has no right to withhold or reduce payment based on the Client’s critical response to, or appraisal of, the services as submitted by the Supplier.
3.6 Amendments subject to charges. Unless otherwise agreed in writing between the parties, revisions or amendments to creative works created by the Supplier for the Client will be chargeable at £50 per hour, each hour being chargeable in full after five minutes’ work, and the Client agrees that any such fees shall be payable in accordance with this Section.
3.7 Cancellation or termination. In the event of cancellation or unlawful termination of this Agreement by the Client for any reason, other than a failure to agree on alterations to the proposal or estimate covered in Section 6 below, the provisions of Clause 10.2 will apply, and the Supplier shall submit his final invoice for immediate payment, thereby cancelling the provision for payment within 30 days.
3.8 Early upload to websites. If the Client uploads the creative works provided by the Supplier to any website before the Supplier has invoiced for the final work product, the Supplier asserts his right to invoice the Client in full for the agreed amount outstanding, even if the Client requires revisions (as agreed within the proposal) to be made.
3.9 Travel expenses. The Supplier asserts his right to charge the Client a flat rate for motor mileage to and from his home to the Work Location(s) at 45p per mile, plus absolute costs for travel by rail, air or sea, road or bridge tolls, parking, luggage fees (including customs) and cab fares.
4. CLIENT’S OBLIGATIONS
4.1 Cooperation. To enable the Supplier to perform his obligations under this Agreement the Client shall:
4.1.1 Cooperate with the Supplier;
4.1.2 Provide any information reasonably required by the Supplier;
4.1.3 Obtain all necessary permissions and consents which may be required before the commencement of the services;
4.1.4 Comply with such other requirements as may be set out in the proposal or estimate; and
4.1.5 Provide the Client’s registered company address (if a registered company) or a residential address as per current electoral roll (if a sole trader).
4.2 Expenses for failure to cooperate. The Client shall be liable to compensate the Supplier for any reasonable expenses he incurs as a result of the Client’s failure to comply with Clause 4.1.
4.3 To absolve Supplier for work amended or not used. In the event that the Client does not make use of any work produced by the Supplier in accordance with the proposal or estimate, or if the Client amends or revises the work before using it in any website or collateral, the Client agrees to absolve the Supplier 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.
4.4 Website copy. If the Client has appointed the Supplier to write website copy and decides not to make final copy revisions until the Client can see how the copy looks online once uploaded by the Client’s web designer, the Supplier asserts his right to charge for the project in full less 10% of final payment as soon as he has submitted the latest draft.
4.5 Failure to communicate. Should the Client for any reason fail to maintain communication with the Supplier with regards to a project which the Client has contracted, the Supplier will issue an invoice for payment as per the parties’ agreed and signed terms. The Supplier will consider failure to maintain communication as a period of 21 days in which the Supplier does not hear from the Client, despite sending the Client at least one email to an address through which the parties have previously communicated successfully and from which the email does not bounce. Three days will be allowed for the last email to be responded to. It is the Client’s obligation to ensure they maintain communication through the project duration.
5. SUPPLIER’S OBLIGATIONS
5.1 Work in accordance with proposal. The Supplier shall provide the services in accordance with the provisions of the proposal or estimate. If, when the Client sees a draft, the Client is dissatisfied with any work the Supplier has produced for the Client, the Supplier will do his best to resolve the Client’s concerns, but without prejudice to the Supplier’s rights in this Agreement. Unless expressly agreed in writing between the Parties before work commences, the Client shall not be entitled to reject final creative works on the basis of style or composition.
5.2 Inability to meet obligations. In the event that the Client or any third party, not being a subcontractor of the Supplier’s, shall omit or commit any act that prevents or delays the Supplier from undertaking or complying with any of his obligations under this Agreement, then the Supplier shall notify the Client as soon as possible and:
5.2.1 The Supplier shall have no liability in respect of any delay to the completion of any project;
5.2.2 If applicable, the time scale for the project will be modified accordingly; and
5.2.3 The Supplier shall notify the Client at the same time if the Supplier intends to make any claim for additional costs.
5.3 Errors. The Supplier will make every effort to make sure creative works are free of errors. However, the Client bears sole responsibility for checking for errors, and the Client absolves the Supplier of responsibility for any costs incurred as a result of the appearance of any errors in the final published form of any collateral in which the Client uses the creative works, whether or not those errors appeared in any drafts or final versions provided by the Supplier.
6. ALTERATIONS TO PROPOSAL OR ESTIMATE
6.1 New proposals. The parties may at any time mutually agree upon execute a new project proposal. Any alterations in the scope of services to be provided under this Agreement shall be set out which shall reflect the changed services and fees and any other terms agreed between the parties.
6.2 Requests for alterations to proposal. The Client may at any time request alterations to the proposal by notice in writing to the Supplier. On receipt of the request for alterations, the Supplier shall, within five working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
6.3 Variation of terms. Where the Supplier gives written notice to the Client agreeing to perform any alteration 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, advised the Supplier by notice in writing whether or not the Client wishes the alterations to proceed.
6.4 Amendment to estimated fees. If alterations are agreed, the fees estimate will be amended accordingly. If the Client does not wish to proceed, this Agreement will then terminate and the Supplier will submit a final invoice for all work carried out up to that point, payable in accordance with Section 3 above.