1 – INCORPORATION
1.0 – Clockwise Marketing will carry out the Project for the Client in accordance with these terms and conditions. The Client agrees to be bound by these terms and conditions.
1.1 – No variation or amendment to these terms and conditions will be binding unless agreed in writing by a director of Clockwise Marketing.
1.2 – In the event that any one or more of these terms and conditions proves to be unenforceable, the remaining terms and conditions shall nevertheless continue to have full force and effect.
1.3 – The Client will ensure that its Brief and any applicable specification are complete and accurate.
2 – SERVICES
2.0 – The Client acknowledges that it has produced the Brief based on the Initial Briefing Meeting and questionnaire with Clockwise Marketing.
2.1 – For each potential new Project agreed between the parties at any time a Proposal will be submitted to the Client by Clockwise Marketing, for approval in writing.
3 – COPYRIGHT AND INTELLECTUAL PROPERTY
Subject to the remaining provisions of this Clause, copyright and all intellectual property rights and similar rights in all materials, including but not limited to, reports, documents, artwork, layouts, copy, storyboards, creative briefs, designs, and other similar material (the “Content”) [which are [selected] by the Client for publication] produced solely by Clockwise Marketing specifically for the purposes of the Project shall be assigned to the Client upon completion of the Project subject to the Client having complied with all its obligations and having paid all fees and sums due to Clockwise Marketing in full.
Any intellectual property that was not incorporated into the final design remains the sole and property of Clockwise Marketing.
The copyright and intellectual property rights, know-how, methodologies, systems, processes and databases used, owned or created by Clockwise Marketing for the purposes of creating the materials comprised in the Project and/or which is also intended for the Client’s use shall remain the property of Clockwise Marketing. Any licence granted by Clockwise Marketing in respect of any such use by the Client shall be subject to the parties agreeing commercial terms and fees relating to the same.
The Client acknowledges and agrees that any materials or any identifiable idea or concept presented by Clockwise Marketing shall be acknowledged as being available only for the specific purposes (and timing, if applicable) for which it was provided and shall not be used for any other purposes whatsoever without Clockwise Marketing’s prior written agreement. Clockwise Marketing shall be entitled to charge and additional fee for any extension of use.
In respect of any materials or any identifiable idea or concept which are presented to the Client and which are not [selected for use][by the Client], these shall remain the property of Clockwise Marketing and shall remain strictly confidential and shall not be used in any way, including communication to any third party, without Clockwise Marketing’s express prior written consent.
4 – FEES
4.0 – Fees are due on the following basis: 50% upon commencement of the Project and 50% upon completion of the Project, unless the Proposal provides for other payment terms. The first invoice will be issued immediately after the Briefing Meeting. The 21 days does not apply here as work will not commence until this payment has been made. The second invoice will be issued prior to the production of the final design and artwork.
4.1 – Third party costs and reasonable expenses and disbursements (including all travel and subsistence expenses) incurred by Clockwise Marketing shall be payable in addition to the Fees and will be invoiced at the same time as the Fees.
4.2 – In consideration of the Fee, Clockwise Marketing will:
- attend a Briefing Meeting at a time to be agreed
- submit a proposal to the Client
- carry out no more than one revision of the Proposal
- attend Presentation Meeting (dependent on client availability and deadlines)
- produce the design and artwork set out in the Proposal
- carry out no more than one set of amends unless otherwise stated in the Proposal
4.3 – Indications as to the time of completion of the Project set out in the proposal are estimates given for guidance purposes only.
4.4 – Clockwise Marketing will be entitled to use reputable sub-contractors in relation to the provision of the Project as it sees fit.
4.5 – The Fee does not include any copywriting (unless specified), purchase of photography, illustration, naming (unless specified), print/paper costs, legal checks or trademark registration.
4.6 – All invoices are payable within 30 working days from the date of invoice.
4.7 – If payment is not received within the payment timescales, Clockwise Marketing may charge interest at the rate of 3% per annum above HSBC Bank plc base rate from time to time on any unpaid balance until payment in full is made. In the event of overdue payment, Clockwise Marketing may suspend the Services until payment has been received and any timetable agreed for the performance of the project shall be extended by an equivalent period.
4.8 – VAT (or any other sales taxes) will be included in Clockwise Marketing’s invoices as a separate and additional item where appropriate.
4.9 – Clockwise Marketing reserves the right to require advance payment from the Client in the event of any substantial commitments being entered into by it on the Client’s behalf. In such circumstances, the Client shall pay Clockwise Marketing’s relevant invoice within the agreed timescale.
All payments due to Clockwise Marketing shall be made in UK Pound Sterling unless otherwise stated in the Proposal.
5 – VARIATION OF FEES
5.0 – Clockwise Marketing reserves the right to increase the Fee if the client modifies the Brief after the Briefing Meeting. It shall submit to the Client in writing details of the change and reserves the right to stop working if the revised Fee is not agreed and to be paid for work done to date at a pro-rate basis.
5.1 – In the event that the Client requests such a change, Clockwise Marketing shall have a reasonable time to consider such a request and its likely impact. Clockwise Marketing shall respond in writing to the Client setting out the effect of the change on the Project and the Fees, and how the change could be carried out (“the Revised Proposal”). The Client shall have a reasonable period to consider the Revised Proposal. If accepted, the Revised Proposal shall be deemed to have amended the Proposal. If rejected, the Proposal shall continue as before.
5.2 – During the continuation of the procedure outlined in this Clause, any obligations of Clockwise Marketing in respect of the Project which may be affected by the proposed change shall be suspended until completion of this procedure. The timescale for completion of the Project shall be extended by a corresponding period.
5.3 – To the extent that at the Client’s request, a change to the Proposal has resulted in Clockwise Marketing rejecting, cancelling or stopping any and all plans, schedules or work in progress with third parties, Clockwise Marketing will take all reasonable steps to comply with any such request provided that Clockwise Marketing is able to do so within its contractual obligations to suppliers. In the event of any cancellation or amendment, the Client will reimburse Clockwise Marketing for any charges or expenses incurred by Clockwise Marketing to which Clockwise Marketing is committed and shall also pay Clockwise Marketing ’s fees and costs covering these items (on a time and materials basis at Clockwise Marketing ’s standard daily staff rates).
5.4 – In the event that the Client terminates cancels or stops any Project, Clockwise Marketing (at its sole option) shall be entitled to charge the Client a cancellation fee based upon costs incurred and/or committed to by Clockwise Marketing.
5.5 – The Fees and the scope of the Services are based on information provided by the Client to Clockwise Marketing at the time the Fees were fixed. In the event that any incorrect or incomplete information is given, Clockwise Marketing may increase or decrease the Fees (by written notice to the Client setting out the reasons for such increase or decrease) in order to make such reasonable adjustment to the Fees as is necessary to take account of any such incorrect or incomplete information.
5.6 – The Client shall be responsible for additional Fees (calculated on the basis of Clockwise Marketing’s standard hourly rates) in the event of any additional work arising following a change in the Client’s instructions or requirements subsequent to any work carried out by Clockwise Marketing in accordance with an approval previously given by the Client.
6 – LEGAL LIABILITY
6.0 – Clockwise Marketing shall not be responsible for any late or non-delivery of any materials in connection with the project to the Client (the “Deliverables”) due to any failure of the Client, or the Client’s agents and/or sub-contractors to fulfil their obligations.
6.1 – The Client shall be responsible for the accuracy, completeness and propriety of information concerning its organisation, products, competitor products and services and all matters arising out of the use of materials that it or any third party on its behalf furnishes to Clockwise Marketing in connection with the performance of the Services and the Client shall indemnify Clockwise Marketing and its sub-contractors in respect of any loss, liability or expense (including reasonable legal expenses) which arises in respect of the same or which Clockwise Marketing may sustain resulting from any claim or proceedings made or brought against it arising out of the nature or use of any the Client’s products/services by or on behalf of the Client or any breach by the Client or any party acting on its behalf of the terms of any licence obtained for the Client by Clockwise Marketing.
6.2 – Clockwise Marketing shall not be liable for any delay or omission of launch, publication, production or transmission or any error in any materials created by it, nor delay in posting or delivery, in the absence of default or neglect on its part.
6.3 – Clockwise Marketing shall not be liable for any failure in respect of its any obligations which result directly or indirectly from failure or interruption in any software, if applicable, or services provided by third parties or technical malfunctions outside Clockwise Marketing’s direct control.
6.4 – Neither party shall be liable to the other in respect of indirect, economic or consequential loss.
6.5 – The Client acknowledges that Clockwise Marketing can take no responsibility for the ultimate performance and successful application of the designs produced either in obtaining research results or trading figures.
7 – CONFIDENTIALITY
7.0 – Both Clockwise Marketing and the Client shall use their best endeavours to ensure that proprietary information or confidential information relating to the business customers or trade secrets of the other party (“Confidential Information”) is not disclosed to any other person, firm or corporation.
7.1 – The obligations in this Clause shall not apply to Confidential Information already known to either party prior to disclosure of Confidential Information to it, to information that is in the public domain or to any information that is required to be disclosed by law. Either party may disclose Confidential Information which has been approved in advance by the other party for disclosure.
8 – PRIVACY AND DATA PROTECTION
8.0 – See our Data Privacy and Protection Notice for how we treat Subject Data as Data Controllers
8.1 – See our Data Protection Notice Addendum for how we treat Subject Data provided by clients – as Data Processors
9 – GOVERNING LAW
9.0 – This Agreement shall be governed by and construed in accordance with English law. Any claim, dispute or difference which may arise out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English Courts, except in respect of the enforcement of any judgment, where this jurisdiction shall be non-exclusive.
In these Terms and Conditions (“the Conditions”):
(a) “Brief” is one of the most important documents in the Project. The client must write this document specifying the exact purpose, objectives, direction, audience, timings and deliverables they would like for and from the Project.
(b) “Briefing Meeting” is the first meeting set up between Clockwise Marketing and key
Directors of the client company. The purpose of this meeting is to understand the objectives and deliverables of the Project to enable Clockwise Marketing to write an accurate proposal and estimate.
(c) “Client” is the legal entity specified in the Proposal
(d) “Company” means Clockwise Design Limited;
(e) “Contract” means the contract between the Company and the Supplier consisting of the Proposal incorporating these Conditions and any other conditions or documents (or part thereof) specified on the Proposal. Should there be any inconsistency between the documents comprising or alleged to be comprising the Contract, the documents referred to on the face of the Proposal shall have precedence.
(f) “Creative Work” means any artwork, photographs, copy, software, computer programs, digital media, video tapes and other visual recordings drawings, sketches, designs, film, sound recordings, musical works, sculptures or any other work or materials subject to copyright or design right protection;
(g) “Delivery Address” means the Company’s address or address specified on the Order;
(h) “Clockwise Marketing” means Clockwise Design Limited, a Company registered under Company Number 3047764 and whose registered office is at Reigate Hill House, 28 Reigate Hill, Reigate, Surrey RH2 9NG.
(i) “Fee” is the sum of money paid by the client to Clockwise Marketing
(j) “Goods” means the goods or Creative Works to be supplied to the Company by the Supplier, details of which are set out in the Proposal;
(k) “Presentation Meeting” is the meeting set up between Clockwise Marketing and key Directors of the Client company to present concepts for the Project
(l) “Project” is the task / creative work specified by the client.
(m) “Proposal” is the document which outlines the key objectives and deliverables specified in the Briefing Meeting. It also specifies Fees for the Project.
(n) “Revised Proposal” is the revised proposal document specified after the Briefing Meeting and Proposal
(o) “Services” means the services to be performed by Clockwise Marketing, details of which are set out in the Proposal.
(p) “Special Terms” means any special terms set out in the Proposal or expressly agreed otherwise between the parties.
(q) “Supplier” means the party named in the Proposal who is to supply the Goods and/or Services to the Company.
Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time. Headings in these Conditions are for ease of reference only and shall not affect the construction or interpretation of any provision.