Terms of Engagement - Terms & Conditions for Design & Web
1) DEFINITIONS
The following definitions apply unless the context requires otherwise.
'Consultant' means Russ Plummer trading as BARSQ.
'Client' means an individual, firm or company who makes a Booking with the Company.
'Commencement Date' means date on which the Client confirms acceptance of the Terms.
'Intellectual Property' will include copyrights, registered designs, patents, trade marks, service marks, design rights (whether registered or unregistered), semiconductor topography rights, applications for any of the above, rights to extract data, trade secrets, rights of confidence and all other similar rights recognised in any part of the world.
'Proposal Letter' means the Proposal Letter that accompanies these Terms.
'Services' means the service to be provided as described in the Proposal Letter.
'Terms' means the Terms of Engagement and the Proposal Letter.2) APPOINTMENT
The Client appoints the Consultant to provide the Services in accordance with the Terms.
3) SERVICES
The Services to be provided are detailed in the Proposal Letter accompanying these Terms. In the event that the Proposal Letter incorrectly sets out the services required, the Client must notify the Consultant and advise the Consultant of any changes prior to agreeing to the Terms.
4) FEES
Fees will be set out in the Proposal Letter, save that if additional services are requested the fees for additional services will be agreed in writing between the parties.
5) CONFIDENTIALITY
Subject to the exceptions listed below, the parties agree that all data, information and material provided pursuant to these Terms or which becomes known to either party as a result of this agreement is confidential (“Confidential Information”) and the party receiving the Confidential Information must not publish, disclose, use or allow or suffer any other person within its control or influence to publish, disclose or use, any Confidential Information.
Either party may disclose Confidential Information of the other where:
(a) it is in the public domain on the Commencement Date or subsequently enters the public domain without any breach of the obligations under this clause;
(b) it is known or becomes known to the party from a source other than the other party, and without any breach of the obligations under this clause; or
(c) disclosure is required by any applicable law or order of a court of competent jurisdiction or by order of an applicable government authority.6) TERM AND TERMINATION
Save as otherwise stated, the Terms will apply from the Commencement Date and continue in force until completion of the Services or on one months’ written notice. In the event that the Client becomes insolvent, goes into liquidation or receivership, or materially breaches the Terms, the Consultant may terminate provision of the Services immediately and will be entitled to payment of all fees stated in the Proposal Letter and any fees agreed for any additional work provided.
7) INTELLECTUAL PROPERTY RIGHTS
The Client warrants to the Consultant that the Client owns or has all necessary rights, authorisations and licenses in all Intellectual Property to enable the Consultant to perform the Services.
Unless otherwise agreed by the parties in writing, the Consultant will own all Intellectual Property in data provided to or modified by the Consultant.
8) LIABILITY AND INDEMNITY
The Client hereby agrees that, save for any liability that can not be excluded by any applicable law, that the Consultant will not be liable for any direct, indirect, special or consequential losses, damages, costs or expenses.
The Client hereby agrees to indemnify the Consultant against any losses, damages, costs or expenses incurred as a result of the Consultant’s proper performance of its obligations pursuant to these Terms.
The above disclaimers and indemnities will survive termination of this agreement and continue indefinitely.
9) REPRESENTATIONS AND WARRANTIES
The Client represents and warrants to the Consultant that it has full power and authority to agree to these Terms and to appoint the Consultant to provide the Services.
10) AMENDMENTS
This Agreement may be amended at any time by written agreement between the parties.
11) NOTICES
All notices under this Agreement:
(a) will be given in writing, which may be either delivered personally, posted or sent by e-mail to the addresses set out on the Proposal Letter; and
(b) Notices delivered by mail shall be deemed to have been received on the next business day where such notice is sent in or from the United Kingdom and on the third business day thereafter where such notice is sent to or from another country. If delivered by e-mail, such notice shall be deemed to have been delivered when sent to the correct address.12) STATUS OF CONTRACTING PARTIES
Nothing in this agreement creates a relationship of agency or partnership between the parties. Accordingly, except as expressly authorised in writing, neither party has any authority to act or make representations on behalf of the other party.
13) ENTIRE AGREEMENT
These Terms, together with the Proposal Letter, constitutes the entire agreement between the parties, superseding all other proposals or prior agreements relating to the subject matter of this agreement.
14) ADVERTISEMENT
The Consultant reserves the right to display the Consultant's contact details (Consultant's name, link to website or contact telephone number) on any project completed by the Consultant for promotional purposes relating to BARSQ. Any amendments to the information relating to the Consultant must be agreed in writing prior to any such amendments.
15) GOVERNING LAW
This agreement is governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the jurisdiction of the English courts.