Standard Client Terms & Conditions of Supply
STANDARD CLIENT TERMS & CONDITIONS
1.1 The “Agency” shall mean Urban Nerds Limited (whose registered office is 113 Shoreditch High Street, London, E1 6JNU). Registered number 8499571. Registered in England and Wales.
1.2 The “Client” will be the individual, sole trader, company or any other organisation commissioning work, services, materials or products from the Agency under these terms and Conditions.
1.3 The “work and services” means the work, services, materials or product to be provided by the Agency to the Client.
ACCEPTANCE AND TERMS
By requesting any work and services from the Agency; the Client by accepting any fee proposal document, designs, plans and/or materials produced by the Agency in the Client’s performance of the Work and Services, the Client will be deemed to have accepted the terms and conditions set out below, which will govern the provision of the Client’s services to the exclusion of any other terms and conditions.
The date of the Client’s signature or purchase order issued by the Client shall be the effective date of any agreement between the Agency and Client under these terms and will continue until the services, product or materials have been paid for as last agreed by the Agency to the Client.
4.1 The Client undertakes promptly to provide the Agency with all information, assistance and materials that the Agency requests from time to time to facilitate the proper and timely performance of the Work and Services.
4.2 The Client warrants that all information it supplies to the Agency shall be accurate and complete. It will not be illegal, misleading or defamatory and will not infringe the intellectual property rights of any third party. The Client shall not in any way require the Agency to do any act or thing which may contravene any relevant codes of practice or any relevant legislation or common law. The Client will indemnify the Agency and keep the Agency indemnified in respect of all actions, claims or disputes arising from any claim that any material supplied to the Agency hereunder does not comply with such legislation and/or regulatory codes.
5.1 Neither party may approach or engage directly with any individual, organisation or company that is introduced to them by the other party which including any associate, Client, customer, supplier, contractor, or employee of the other without the written consent of the other party
5.2 The parties agree that neither will either on their own account or in partnership or association with any person, firm, company or organisation or otherwise and whether directly or indirectly during or for a period of 6 months from the end of the Term solicit or entice away or attempt to solicit or entice away (or authorise the taking of any such action by any other person) any executive of the other party who has worked on the promotion, project or advertising at any time during the last 12 months of the Term
6.1 The Client shall submit to the Agency for approval all deliverables and outputs set out in each proposal that is signed off and, where reasonably required by the Agency in writing, the Client will submit estimates of the cost of the various additional items or work required.
6.2 The approval of copy and layout will be authority for the Client to purchase production materials and services and to prepare proofs and the approval of proofs will be the authority for the Client to publish the same.
6.3 The approval of programmed/on-line material will be authority for the Client to make such programmed/on-line material live.
6.4 Where schedules and estimates are approved, this will constitute authority for the Client to reserve and make contracts for space, time and other facilities under the terms and conditions required by third party Clients.
6.5 The Client shall be responsible for all costs and expenses thereby incurred. For the avoidance of doubt, the Agency shall be entitled to assume that any person holding himself out to have the necessary authority to provide any approvals required from time to time pursuant to this Clause 5 has such authority.
FEES AND EXPENSES
7.1 The Agency will invoice the Client for all approved costs and expenses and the charges of third party Clients
7.2 Unless otherwise stated in these conditions all Fees and Expenses owing by the Client to the Agency under these terms shall be invoiced by the Agency under the agreed payment schedule or upon successful delivery of the services, product or materials and be payable within no more than 30 days of the date of the invoice
7.3 Where a third-party Supplier has must have payment in advance of any expense that has been approved by the Client, the Client will pay the Agency’s invoice for such expense within seven days of presentation.
7.4 If the Client cancels or amends any work and Services after the Agency has started work on them, the Client will reimburse the Agency for all approved costs, expenses and charges incurred by the Agency as a result of such cancellation or amendment including without limitation any costs, expenses or charges arising from the cancellation or amendment of any contracts the Agency has entered into and/or orders the Agency has placed with third parties for the purpose of performing the Work and services for the Client.
7.5 The Client will be made aware of any requirements that fall outside of the initial agreed scope of work and Client approval will need to be given on all additional work before commencement.
INTELLECTUAL PROPERTY RIGHTS
8.1 The Client acknowledges and agrees that all methodologies and framework models used in research by the Agency will remain the Agency’s sole and exclusive property.
8.2 Unless otherwise stated, all copyright and other intellectual property rights in the outputs and deliverables outlined in the Proposal, including research findings, finished creative materials and/or programming created by the Agency and accepted by the Client pursuant to this Contract (the Work and Services) will immediately upon creation and sign off and payment in full vest in and will remain the Client’s sole and exclusive property.
8.3 For the avoidance of doubt, the Agency retains the copyright and all other intellectual property rights in any material contained in any presentation in the event that the Agency’s presentation does not proceed beyond concept stage during this Contract.
8.4 The Agency reserves the right to publish artwork and/or other materials relating to the work and services it will or has provided on www.Urban Nerds.com for publicity purposes.
8.5 The Agency reserves the exclusive right to publish information on work and services it will or has provided on www.Urban Nerds.com in the form of news stories, contracts won, case studies or other editorial content for publicity purposes.
9.1 Neither party will disclose without the permission of the other any confidential information with which they may be supplied in the course of this Contract. For the purpose of this clause, confidential information excludes confidential information which:
9.1.1 is in or falls into the public domain through no fault of the recipient;
9.1.2 must be disclosed by law; and
9.1.3 was already known to the recipient before receipt hereunder.
9.2 Notwithstanding the foregoing, the Agency may use any general marketing and advertising intelligence in the field of the Client’s products or services that the Agency acquires pursuant to its appointment hereunder.
Client’s rights and obligations under the Agreement may not be assigned in whole or in part without the prior written consent of the Agency.
LIMITATION OF LIABILITY
11.1 The Agency shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Client of this Contract.
11.2 Under no circumstances shall the liability of the Agency under this Contract exceed the contract price payable in respect of the Work and Services giving rise to the liability.
11.3 The Agency will not be liable for any delays, errors or omissions in the completion of work to the extent that such delay, omission or error is outside the Agency’s control.
The Agency may terminate an Agreement with the Client immediately on written notice to the Client if the Client commits a material or persistent breach of any of the terms and, in the case of a breach capable of remedy; fails to remedy such breach within 30 days of receipt of written notice giving full particular of the breach.
The Agency shall be under no liability if it is prevented from or unable to perform any obligations owed by it to the Client for any reason beyond its control including (without prejudice to the generality of the foregoing) Act of God, legislation, executive action, war or national emergency, governmental actions, acts of terrorism, protest, riot, civil commotion, fire, flood, drought, epidemic, breakdown or other failure of all or part of its machinery, failure of power supply, lock-out, strike or other action taken by employees in furtherance of any dispute or owing to any inability to procure materials or labour required for the performance of such obligations.
Agency operates under an environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.
15.1 Agency is an Equal Opportunities Employer and committed to providing equal opportunities in employment and to avoiding unlawful discrimination in employment and against customers, visitors and Clients.
15.2 Agency and Client will adhere to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246).
HEALTH AND SAFETY
Agency is committed to providing and maintaining safe and healthy working conditions which comply with all statutory requirements and codes of practice. In accordance with its duty under Section 2(3) of the Health and Safety at Work Act 1974.
17.3 Agency complies with the highest ethical standards and all anti-corruption laws applicable in the England and Wales (whether through a third party or otherwise) and adheres strictly to the Anti-Bribery Act 2010
17.4 These terms shall be deemed to have been made in England and shall be governed and interpreted in all respects in accordance with the Laws of England and subject to the jurisdiction of the English and Welsh Courts.