Drew London Limited
General terms and conditions of business for clients (July 2017)

Definition

These terms of business apply to any work (“the Work”) undertaken by “Drew London” (“the Consultancy”) arising from instructions given by a client (“the Client”). These terms and conditions as set out will apply unless a variation has been subsequently agreed and confirmed in writing signed by an authorised officer of the Consultancy and by a duly authorised person on behalf of the Client.

Instructions

The Client shall be solely responsible for providing the Consultancy with all necessary information in connection with its goods, the market and generally. The Consultancy shall not be responsible for any shortcomings in such information.

Completion

Any date specified for the completion of the work is an estimate; whilst every effort will be made to meet with the date specified this cannot be guaranteed.

Prices

(i) The Contract Price shall include the Fees and Bought In Costs as charged and/or quoted by the Consultancy.
(ii) Additional charges will be made for any extra work plus costs and expenses entailed in altering or modifying designs or artwork caused by changes, amendments or additions to Client instructions, poor brief, incorrect copy or any cause beyond our control. Such modifications are charged at normal hourly rates. All work produced at Client’s request whether experimental or otherwise will be charged.
(iii) In addition to fees, the Client shall reimburse the Consultancy for any out-of-pocket expenses actually and properly incurred in execution of the commission. Such expenses will include hotel and travel expenses, photocopies, courier costs and all other out-of-pocket expenses as necessary.
(iv) The Contract Price is exclusive of VAT, and also exclusive of all local or other chargeable taxes.
(v) Any Estimate of the whole or any part of the Contract Price is given in good faith and shall be treated as an estimate only and all errors and omissions shall be excepted.
(vi) Any Estimates of Contract Price shall be valid for 28 days.
(vii) Payment of the Contract Price shall be made in pounds sterling within 21 days of date of invoice.
(viii) Where the Late Payment of Commercial Debts (Interest) Act 1998 (“the Act”) applies, the Consultancy shall be entitled to charge interest in accordance with the Act.
(ix) Where the Act does not apply, the Consultancy shall be entitled to charge interest on overdue sums at the rate of eight per cent per annum above the base rate for the time being in force of the Barclays Bank PLC.

Set-off etc.

The Client shall pay to the Consultancy all sums immediately when due without reduction or deferment on account of any claim, counterclaim or set-off.

Stages

Where the Contract is quoted in stages then each such stage shall be an individual contract under these conditions, and payments shall be made stage by stage. On request the Consultancy shall be entitled to be paid fifty percent of the estimated Contract Price for each stage in advance and each stage shall be a separate cost commitment.

Retention of title

(i) Ownership of all products, goods, artwork, designs, materials etc
(“the Supply”) provided by the Consultancy to the Client shall remain the property of the Consultancy until the Client shall have paid the Contract Price in full and no other sums whatever shall be due from the Client to the Consultancy.
(ii) The Supply shall be at the Client’s risk from delivery.
(iii) Until property passes in accordance with (i) above the Supply shall be held by the Client on a fiduciary basis as a bailee for the Consultancy.
(iv) Notwithstanding that the Supply or any part thereof remains the property of the Consultancy; the Client may sell or use the Supply in the ordinary course of the Client’s business at full market value for the account of the Consultancy. Any such sale or dealing shall be a sale or use of the Consultancy’s property by the Client on the Client’s behalf and the Client shall deal as principal when making such sales or dealings. Until property in the Supply passes from the Consultancy the entire proceeds of the sale or otherwise of the Supply shall be held in trust for the Consultancy and shall not be mixed with other money or paid into any overdrawn bank
(viii) Where the Late Payment of Commercial Debts (Interest) Act 1998 (“the Act”) applies, the Consultancy shall be entitled to charge interest in accordance with the Act.
(ix) Where the Act does not apply, the Consultancy shall be entitled to charge interest on overdue sums at the rate of eight per cent per annum above the base rate for the time being in force of the Barclays Bank PLC.

Multi designs

If more than one design is chosen by the Client and this was not provided for in the agreed brief for that Service an additional fee may be payable by the Client.

No warranty in relation to proposals

All proposals made by the Consultancy are in good faith and on the basis of instruction and information put before the Consultancy at the time of preparation, Their suitability or application or effectiveness will depend on the Client, the Client’s staff and subcontractors of the Client and no proposal is to be taken to warrant achievable or attainable results or performance.

Indemnity by the client

The Client shall indemnify the Consultancy in respect of all financial liability (including professional costs, damages and accounts of profits) arising out of any claims made against the Consultancy alleging infringement of any Intellectual Property Rights if such claim arises from the use of information, inventions, ideas, designs, artwork, copy or other material provided by the Client or in respect of all and any claim howsoever arising under the Consumer Protection Act 1987.

Cancellation

The Client may stop the project at any time. If the Client terminates the project upon the completion of a stage then they shall pay the Consultancy’s fees and expenses up to the end of that stage. If the Client cancels the project during a stage the Client agrees to pay the full agreed fee for that stage and all expenses incurred up to cancellation including any expenses relating to work which may have been commenced but not presented. On cancellation or postponement of the commission or any part of it for any reason the Consultancy shall retain the copyright even if the fee agreed in advance for the work had included assignment of copyright.

Infringement

The Consultancy shall be under no liability to the purchaser for any actions, costs, claims or demands suffered in respect of any infringement of any patent trademark name registered design device for the protection of Intellectual Property or passing off save insofar as such infringement is due at the default or ba faith of the Consultancy.

Confidentiality

The Company will use its best endeavours to preserve the confidential information of the client.

Implementation

(i) The Consultancy will advise on implementation based upon normal production methods and techniques.
(ii) Proposals for implementation of the Consultancy’s designs are based upon the information provided by the Client and no warranty or representation is given concerning performance.
(iii) The Consultancy is responsible for design but is not responsible for production, full responsibility for which remains with the Client.
(iv) Client shall indemnify the Consultancy in respect of any claim howsoever arising under the Consumer Protection Act 1987.
Limitation of liability
The Consultancy will carry out the Work commissioned to a proper professional standard but otherwise it cannot and does not accept any liability for any loss suffered by the Client arising from or out of the work or any consequent product. Specifically the Consultancy does not accept responsibility for involvement in the Contract.
(ii) The Client shall provide examples of all its products covered by the Contract to the Consultancy free of charge and the Consultancy may use them for its publicity.

Force Majeure

(i) If either party becomes unable to comply with the Contract either in part or in whole as a result of industrial action, civil disorder, war, revolution, a flood, storm or other event outside of its control it shall inform the other by notice in writing forthwith whereupon the parties’ obligations shall be suspended for a period of thirty days after the date of receipt of the notice.
(ii) If performance can be resumed within the said thirty days the agreement shall be resumed with no penalty, damages or compensation payable by either party.
(iii) If performance cannot be resumed within the said thirty days
the agreement shall terminate forthwith.
(iv) On termination of the agreement under (iii) above neither party shall be deemed to be in breach of the Contract or liable to pay any sums to the other, save for sums in respect of Work already carried out in the performance of the Contract.

July 2017 FB

The Consultancy reserves the right to insert a ‘design by Drew London’ hyperlink on all web pages designed by the Consultancy. This is dependant on whether the Consultancy builds the actual page or not. This specific requirement works in reverse as the Consultancies site is highly optimised for organic search optimisation and our website achieves very high page rankings on leading search engines. The Consultancy would require this link for a minimum of 12-months from the date of site launch.

Interpretation

In these Conditions and all other contract documents between the Consultancy and the Client references to the singular shall include the plural and vice versa. References to the masculine shall include the feminine and vice versa and references to individuals shall include corporations and vice versa.

English law

This Contract and any other matters concerning the relationship between the Consultancy and the Client shall be governed by and construed in accordance with English Law and shall be subject to the non-exclusive jurisdiction of the English court.

Generally

This agreement is the whole agreement between the parties and shall not be varied save as may be agreed in writing.