Terms and Conditions
1. General
These are the main terms of business of the Agency (“the terms”).
“the Agency” shall mean Smart Connecting Limited.
“Authorised Representatives” means in the case of the Agency, any director, and in the case of the Client, any director, partner or sole proprietor.
“the Client” shall mean any individual, firm, company or other party with whom the Agency contracts or seeks to contract with.
“the Contract” means any agreement for the provision of Services and/or Materials by the Agency to the Client.
“The Quote” means any quote or revised quote sent to the Client by the Agency on the Agency’s headed notepaper or by email detailing, inter alia, the description and price of the Materials and/or Services.
“The Services” means any contracts for the provision of design consultancy services to the Client of whatsoever nature, including the Materials.
“The Sub Contractor” shall mean exhibition display organisers, bureaus, printers and other suppliers engaged by the Agency.
“Materials” shall mean design visuals, disc located digital reproduction/artwork, films, display material, printed items, digital media and all matter analogous to the above.
2. Costs
2.1 The Client has 30 days within which to accept the Quote from the Agency to provide the Services in accordance with these terms and to sign up using an electronic payment link or invoice. All payments are required to be made in advance of the services. For the avoidance of doubt, the current costs for any Contract shall be the costs indicated on the latest Quote (by date).
2.2 The Client shall pay the Agency for the Services and the Materials such sums at such times as specified in the Quote, which shall include any revised charges for changes to the Contract. If a client wishes to terminate a contract they are required to give at least 31 days notice from the termination email date. All termination notices are required to be sent to info@smartconnecting.co.uk.
2.3 Quotes are based on the client’s current costs of production and, unless otherwise agreed, the Agency reserves the right to amend on or at any time after acceptance of a Quote on giving notice to meet any rise or all in such costs which is due to any factor beyond the Agency’s control.
2.4 Where a Sub Contractor is employed by the Agency, the Agency shall get a Quote from the Sub Contractor and seek the client’s approval to the Sub Contractor’s fees.
2.5 Time for payment for the Services and/or the Materials shall be of the essence.
2.6 The Client shall be deemed to have authorised the Agency to purchase all Materials once any Quote is accepted and payment has been made.
2.7 Except as otherwise agreed between the parties, the Materials and/or Services are accepted by the Client on the basis that the price quoted is ex works and is exclusive of any value added tax, special packing materials, carrier charges, delivery, printing costs, which costs shall be borne directly by the Client.
3. Tax
The Agency reserves the right to charge the amount of any Value Added Tax payable whether or not included on the Quote or invoice.
4. Copyright
Where works of advertising, photography, artwork or design has been commissioned, the parties agree that copyright and design rights in all work carried out are retained by the Agency. Where any such material has been supplied to the Client for its use the parties agree it shall only be used for the purposes authorised by the Agency. Once the Agency has received payment in cleared funds, the Client shall have the non-exclusive right to use, reproduce and publish the work carried out by the Agency for the authorised purposes.
5. Client’s property
5.1 Except in the case of a client who is not contracting in the course of a business, or holding himself out as doing so Client’s property and all property supplied to the Agency by or on behalf of the Client shall while it is in the possession of the Agency 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 its property accordingly.
5.2 The Agency shall be entitled to make a reasonable charge for the storage of any Client’s property left with the Agency before receipt of the order or after notification to the Client of completion of the work.
6. Variations
Variations to these Terms shall only be permissible if agreed in writing by Authorised Representatives of the parties.
7. Illegal matter
7.1 The Agency shall be under no obligation to print 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 or any third party.
7.2 The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous material supplied by the Client or any infringement of copyright, patent, design, trade mark or service mark, rights in get up or of any other proprietary or personal rights of any description contained in any material printed for the Client. The indemnity shall extend to any amounts paid in respect of legal costs in settlement of any claim.
8. Liability
8.1 Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Agency and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to the Agency and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to the Agency within 28 days of delivery. The Agency 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 (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
8.2 The Agency shall not be liable for any claim or claims for direct or indirect consequential or incidental injury, loss or damage (other than for death or personal injury as a result of the Agency’s negligence) made by the Client against the Agency (whether in contract or in tort including negligence on the part of the Agency, its servants or agents) arising out of or in connection with the Services or the Materials or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the Contract or a breach of a fundamental term thereof) of the Agency, its servants or agents in the performance of the Contract.
8.3 Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude or restrict liability for breach of any obligation arising from the Supply of Goods and Services Act 1982 as against the Client if he is dealing as a consumer as defined by Section 12 of the Unfair Contract Terms Act 1977.
8.4 The Agency makes no representations as to the benefit of the Client arising out of the provision of the Services and there is neither expressed nor shall there by implied into the Contract any conditions or warranties as to the same.
9. Client obligations
The Client undertakes to do the following:
9.1 Give clear and precise instructions and in respect of matters important to the Client, these must be confirmed in writing.
9.2 To pay in full, within 7 days of invoice date or complete the automatic payment link before any work is carried out; in default, the Agency reserves the right to charge interest from the invoice date at the rate of 10 per cent both before and after every 7 days the amount goes overdue.
9.3 Any variation of cancellation of the Agreement by the Client shall give the Agency the right to recover losses flowing therefrom on a full indemnity basis. An SLA will need to be signed for full agency packages.
9.4 The Client is to adhere to any agreed interim or stage payment billing and payment agreement as agreed between the parties from time to time.
10. Proofs
10.1 Proofs of all work may be submitted for Client’s approval and the Agency shall incur no liability for any errors not corrected by the Client in proofs so submitted. The Client’s alterations and additional proofs necessitated thereby shall be charged at an extra cost. The Client must give at least 24 hours turnaround time for any requested work.
10.2 When style, type or layout is left to the Agency’s judgment, any changes made by the Client shall be charged as extra items and shall be invoiced to the Client at the Agency’s then current hourly rate.
10.3 If the Client fails to notify the Agency of any amendments, the Client shall be deemed to have checked and accepted the proof and the Agency shall have no liability in respect of claims, charges or variations subsequently necessitated.
11. Standard terms
The Agency will use reasonable endeavours to comply with the aims, objectives and codes of conduct of relevant professional bodies of which either the Agency or individual members of the Agency are affiliated to or members of provided from time to time and in the event of a conflict between those and these Terms, then these Terms shall prevail.
12. Delivery and payment
12.1 Delivery of work shall be accepted when tendered.
12.2 Should expedited delivery be agreed an extra charge may be made to the Client to cover any overtime or any other additional costs involved.
12.3 Should work be suspended at the request of or delayed through any default of the Client for a period of 30 days the Agency shall immediately upon the expiry of the 30 day period be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
12.4 The Client will either pay each invoice in full in cash or cleared funds within 7 days from the date of such invoice or on terms detailed in any relevant Quote, failing which the Agency shall be entitled to cease all further work on behalf of the Client without liability in respect of any loss or damage sustained by the Client as a result. Alternatively, an automatic payment link needs to be completed to begin work and paid on the correct date each month to continue the work with the Agency.
12.5 Notwithstanding the Agency’s liability to cease any further work in accordance with clause 12.5 of these Terms, the Client shall not in any respect be released from its obligations to the Agency under any Contract.
12.6 Where the projects consist of multiple deliverables, unless otherwise stated in the Quote, the purchase price shall be payable to the Agency as follows: 12.6.1 50% non-refundable deposit payable on receipt of the order acknowledgement; and
12.6.2 25% upon the approval of the initial concept document
12.6.3 25% upon final completion/delivery/sign off.
13. Cancellation
13.1 Unless a trial or rejection period has been agreed in advance, the contract following an order acceptance may not be cancelled unless either party gives to the other party nothing less than One months’ prior written notice to terminate at its discretion, at any time, without cause.
13.2. For retained work billed monthly and where no contract period has been explicitly stated on the Quote, the contract may be terminated by the Client giving three months’ notice in writing.
13.3. Unless otherwise stated in the Quote, the contract may not be cancelled except by agreement in writing of both parties and upon payment to the Agency of such amount as may be necessary to meet the costs incurred by the Agency up to the date of cancellation and to indemnify the Agency against all loss resulting from the said cancellation.
13.4. The Client shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition. Any changes or amendments to the signed Quote will not be agreed without discussion and mutual consent
13.5. The Agency shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between the Agency and the Client, or for compliance with relevant statutory or regulatory requirements.
14. Quotes
All prices quoted are dependant upon sight of relevant instructions, brief, copy, images, artwork and other such materials.
15. Risk
Risk in the Materials shall pass to the Client on delivery
16. Property
16.1 Notwithstanding delivery of the Goods (or of any documents representing the Goods) the property in the Goods shall remain with the Agency until the Client has paid the Agency in full in cash or cleared funds and the Client shall hold such Goods in a fiduciary capacity as the Agency’s bailee until such payment has been made in accordance with Clause 12 above.
16.2 Until property in the Goods has passed to the Client in accordance with clause 16.1 above and without prejudice to the Agency’s other rights:
16.2.1 The Client shall (unless otherwise agreed by the Agency in writing) take all reasonable steps to ensure that all Goods which are in the possession or control of the Client or the Client’s agents or customer are kept fully insured and labelled or otherwise marked and kept apart from all other goods so that they may be readily identified and separated from other goods of the Client and third parties.
16.2.2 The Agency shall have the right to require the Client to deliver up the Goods and if the Client fails to do so to re-possess the Goods and for that purpose to go upon any premises of the Client or any third party where the Goods are stored.
16.2.3 The Agency may maintain an action for the price of the Goods.
17. Compliance and Intellectual Property Rights
17.1 It is the responsibility of the Client to ensure that the Materials comply with all laws, regulations and codes in all countries where the Materials are used. The Client agrees to indemnify the Agency against any costs arising from the use or misuse of the Materials.
17.2 Third party materials, such as imagery, used in the Materials may be subject to usage liabilities such as royalties and licence fees. The Agency shall procure such licences as necessary for the use of third party materials for use within the scope of the Quote. The Client should obtain written consent from the Agency for use of any part of the deliverables outside of the scope of the Quote.
17.3 Unless otherwise stated in the Quote, the Agency reserves the continuing right to use any deliverables it produces for the promotion of its services.