Terms & Conditions of Service
Like all professional people, it helps both our Clients and ourselves if we explain the way in which we work for you. These terms of business apply to all work undertaken for our Clients unless, exceptionally, some other arrangement is agreed in writing. The giving of instructions following receipt by the Client of these Terms and Conditions of Business will constitute acceptance.
1. In these Terms of Business:
‘Company’ means Whole of the Moon Marketing Ltd and all its associates.
‘Client’ means the person, firm or company ordering or buying Services or Goods from the Company.
‘Services’ means the subject matter of the relevant Order or contract of sale
‘Order’ means the Order placed by the Client for the supply of concepts, design, artwork, project management or any other Service or Goods supplied by the Company.
‘Artwork’ means any visual, design, concept, typography, illustrations, photographs, positional guides and print specifications.
‘Goods’ means actual products or items supplied including documents.
2. Order & contract
No contract in respect of Services between the Company and the Client shall exist until the Client’s Order has been accepted by the Company and the Company’s estimate proposal signed by an authorised signatory of the Client and returned to the Company. No conditions or terms stipulated in any other communication or document shall vary or annul any of these Terms except insofar as the same is expressly consented to in writing by the Company. On commencement of the project, the Company reserve the right to re-estimate the project if there are; 1. changes to the scope of the project as originally agreed, 2; any major delays that are not caused by the Company after the original estimate has been signed off.
Prices are based on the Company’s current pricing policy but the Company reserves the right to amend its quoted prices at any time.
4. Additional work / preliminary work / variation to order
Where the Client has requested, either verbally or in writing, either preliminary or additional work or a variation to the Order or the Company’s estimate, then any such additional or preliminary work, whether experimental or otherwise, or such variation to Order shall always be charged to the Client at the current rate prevailing for that service, unless otherwise stated by the Company.
5. Delivery & payment
Delivery of goods and services shall be accepted when tendered, whereupon payment shall become due in full 30 days from the date of the Company’s invoice in any instance where the agreement with the Client does not stipulate otherwise, as in the instance of the agreement of immediate payment of 50% of Contract value on award of Contract and immediate payment thereafter on completion of itemised deliverables, or any other alternative agreement so made.
VAT – Value Added Tax where applicable is payable on goods and services supplied by the Company whether or not included in the estimate.
The Company reserves the right at its sole discretion to charge interest on all monies outstanding after 30 days from the date of the Company’s invoice. The rate of interest applied will be 5% above Bank of England Base Rate.
A charge will be made to cover any additional costs incurred by the Company for delivery of goods or services to addresses other than those specified in the estimate.
Should expedited delivery be agreed any additional costs incurred by the Company will be charged extra.
Should work be suspended at either the verbal or written request of, or delayed for whatever reason by, the Client for more than 14 days the Company reserves the right to apply for interim payment by way of invoicing the Client for all goods and services supplied to the date of said suspension or delay. In certain circumstances, the Company would in agreement with the Client arrange that payment for services and goods be made in 3 stages.
In the case of Author’s Corrections or other work arising or out of scope requirements, these shall be paid in full strictly on 30 days from the date of invoice from the Company.
All Intellectual Property Rights in all work supplied by the Company remain the sole and exclusive Property of the Company until such time as the Client has paid all outstanding invoices in full with the exception of any Intellectual Property that is owned by the Company and utilised for the purpose of delivery a project as agreed with the Client.
On total completion of payment by the Client to the Company of all monies outstanding on any individual deliverable, all Intellectual Property Rights in that deliverable supplied by the Company then reside totally and into perpetuity with the Client with the exception of any Intellectual Property that is owned by the Company.
Any queries relating to invoices must be notified to Whole of the Moon Marketing Ltd, in writing, within 14 days of the date of the invoice. All invoices will be deemed as accepted by the Client unless said written notification is received.
Late Payment – In accordance with the Late Payment of Commercial Debts [interest] Act, interest becomes payable if any debt is not paid after 30 days from the date of invoice. Legally, the rate that can be charged is 8% above the prevailing Bank of England base rate at that time. Whole of the Moon Marketing’s policy is currently to charge interest at 5% above Bank of England base rate. The company reserves the right to amend this rate at any time. In addition to the above, compensation for late payment is also now legally applicable and will be invoiced at the following rates per invoice: Interest and/or compensation will be payable at the rate/rates described above on all outstanding invoices dated after 1 October 2016 if payment is not received in full on or within 30 days from the date of invoice, in line with Government legislation.
The Company’s liability in respect of defects in the Services provided shall be limited to the issue of credit notes or the granting of a refund, or such other compensatory measures as the Company in its sole discretion considers appropriate in the circumstances. No liability will be accepted for defective work directly resulting from inferior originals or materials supplied by the Client.
Where the Client has supplied written copy, photography, film, images, materials, documents or other assets in whatsoever form for printing or reproduction purposes by the Company and such written copy, photography, film, images, materials, documents or other assets in whatsoever form are damaged or destroyed whilst in the Company’s possession, then the Company shall only be liable for the replacement cost of the said written copy, photography, film, images, materials, documents or assets and the Company shall not in any circumstances be liable to the Client in respect of indirect or consequential loss or damage or loss of profits sustained by the Client. It is assumed that all images supplied by the Client to the Company for reproduction in printed or digital format is free of license or restrictions.
The Company shall not be liable for any loss to the Client arising from delay in transit not caused by the Company. Any assets supplied to the Company by the Client are deemed to be the copyright of the Client, or accepted on the basis that the Client has obtained the necessary copyright clearance for such assets. The Company cannot be held responsible either in whole or in part for any copyright breeches that occur as a result of the use of assets supplied to the Company.
The Company shall not be liable for any loss to the Client as a result of advice given by the Company and received by the Client.
The Company cannot be held responsible for the incorrect use of content management systems resulting in data loss by Company clients.
If the Client cancels the Order either verbally or in writing, they shall reimburse the Company in respect of all costs and expenses incurred by the Company in connection therewith up to the date of the cancellation. The Company may withhold or cancel any further deliveries under the Order, and may recover from the Client all losses resulting there from, for materials and work carried out to date.
8. Insolvency or bankruptcy
If the Client ceases to pay its debts in the ordinary course of business or cannot pay its debts as they fall due or (being a company) is deemed to be made to pay its debtors or has a winding up petition presented against it or (being an individual) has a bankruptcy petition presented against them, the Company shall have the right not to proceed further with any contract between it and the Client and shall be entitled to be paid forthwith for all costs incurred, work done and materials purchased for the Client.
9. Illegal matter
The Company may at its discretion refuse to print or produce any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. The Client shall indemnify the Company against all claims made against it and all costs and expenses incurred or paid by it (including any damages costs and other sums paid either on legal advice in settlement of any claim or under a court order) in respect of any illegal or libellous matter or any infringement of copyright, patent, design or other proprietary or personal rights of whatsoever is contained in any material printed, produced or supplied to the Company by the Client.
A charge may be made to cover any additional work involved where copy supplied is not clear and legible, or where changes are made by the Client, that are beyond our control, out of scope, or if digital information requires additional keyboard intervention. All estimates are subject to sight of final requirements.
11. Proofs & drafts
All work submitted for Client’s approval by the Company shall incur no liability for any errors not corrected by the Client in works so submitted. All Client’s alterations and additional proofs exceeding the original Order or agreement will be subject to additional charge. Where any content, style, type or layout is left to the Company judgment, all changes thereafter made by the Client shall be charged extra at the prevailing rate for that service. No responsibility will be accepted for differences between proofs and work supplied to the Client where the methods of production differ.
12. Print quantities
Every endeavour will be made to deliver the quantity ordered, but estimates are conditional upon margins of + / – 10 percent.
Advice of damage, dissatisfaction of condition, delay or partial loss of goods in transit or of non-delivery, must be given in writing to the Company and the carrier within three clear days of delivery. (In the case of non-delivery, within 14 days of despatch of the goods) All other claims must be made in writing to the Company within 7 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that it was not possible to comply with the requirements.
14. Standing material
All Artwork, files, Illustrations, Prints, Originals, Models, Substrate and other materials purchased, produced or owned by the Company and used by it in the course of production remain its exclusive property unless specifically agreed otherwise, but if supplied by the Client remain the Client’s property.
15. Client’s property
Except in the case of a Client who is not contracting in the course of a business nor holding himself out as doing so, Client’s property and all property supplied to the Company by or on behalf of the Client shall while in the possession of the Company or in transit to or from the Client be deemed to be at the Client’s risk unless otherwise agreed and the Client should insure accordingly.
The Company shall be entitled to make a reasonable charge for the storage of any Client’s property left with the Company, in the case of property left with the Company without prior arrangement after notification to the Client of completion of the work.
The Company shall be entitled to make a reasonable charge for the retrieval from its archives of any Client’s property in the form of digital or other assets kept by the Company after the completion and delivery to the Client of specific work. The Company will advise the Client of the cost of such retrieval and subsequent copying / transferring / duplicating and delivering of assets before commencing any work.
The Company shall be at liberty to sub-contract the work described in the estimate either in whole or in part to any person firm or company it shall know to be fit to carry out the required task without notice thereof to the Client.
17. Force majeur
The Company shall be under no liability if the Company is unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, terrorism, legislation, war, fire, flood, drought, failure of power supply, lock out, strike or action taken by employees or contractors in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such contingency the Client may give a written notice to the Company electing to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
The Company reserves the rights of title to any work or items prepared for the Client and retains all Copyright and Intellectual Property Rights in connection therewith until such time as the Client has purchased such Copyright or rights of the title by payment in full in accordance with this agreement and confirmation of same is made in writing by the Company.
19. Right to use
The Company reserves the right to use, for the purposes of its own marketing, all work produced for the Client, on the understanding that such marketing for the Company shall not damage the Client’s brand or perception of the Client’s brand in any manner whatsoever.
These conditions and all other terms of the contract shall be governed and construed in accordance with the laws of England.
Signing of the Company’s estimate, proposal or Statements of Work by the Client is deemed to be acceptance of all the above Terms & Conditions of business.