The definitions and rules of interpretation in this clause apply in these terms and conditions. Wedd Joinery, Granta Terrace, Stapleford, Cambridge, CB22 5FJ.
Contract: Any proposal or quote provided by Wedd Joinery to the client, together with these terms & conditions which shall be deemed to form part of such contract.
Client: The person, firm or company who purchases graphic design services from Wedd Joinery.
Client’s Equipment: Any equipment, systems, or facilities provided by the client and used directly or indirectly in the supply of the services.
Deliverables: All documents, products and materials developed by Wedd Joinery in relation to the project or the service in any form, including any computer programs or data and any other deliverables specified in the proposal.
Document: Includes, in addition to any document in writing, any artwork, drawing, map, plan, specification, diagram, design, photography, picture or other image, report, tape, disk or other device or record embodying information in any form.
Client Materials: All documents, information and materials provided by the client relating to the services.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Pre-existing Materials: All documents, information and materials provided by Wedd Joinery relating to the services which existed prior to the commencement of the contract including computer programs and data.
Project: Any project for the provision of services and which is described in a proposal.
Proposal: Any proposal or quotation provided by Wedd Joinery to the client and which is agreed between the parties.
Services: Such as marketing/ design/ consultancy/ photography/ PR services, or any other services (such as web hosting) which the parties agree that Wedd Joinery shall provide to the client.
Third Party Costs: The cost of all services and products acquired by Wedd Joinery from the third parties in connection with the provision of the services, including print, mailshots, venue hire, postage, couriers, website hosting services, advertising, data sourcing, image sourcing, and the supply of any materials.
Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
2. APPLICATION OF CONDITIONS
These Conditions shall:
Any proposal or quotation submitted by Wedd Joinery to the client is valid for a period of 28 days from its date unless otherwise agreed, provided that Wedd Joinery has not previously withdrawn it.
3. COMMENCEMENT AND DURATION
Wedd Joinery shall provide the joinery services from such date as Wedd Joinery shall specify.
The joinery services shall continue to be supplied until the project is completed or until the contract is terminated by one of the parties.
4. Wedd Joinery’s OBLIGATIONS
Wedd Joinery shall use reasonable endeavours to provide the services, and to deliver the deliverables to the client, in accordance in all material respects with the proposal.
Wedd Joinery shall use reasonable endeavours to meet any performance dates specified in the proposal, but any such dates shall be estimates only and time shall not be of the essence of the contract.
It is the client’s responsibility to check and approve in writing any proofs submitted by Wedd Joinery and Wedd Joinery accepts no responsibility or liability for any errors identified once the proofs have been approved. Wedd Joinery shall be entitled to charge for all costs and expenses incurred in making any alterations to proofs once these have been approved.
5. CLIENT’S OBLIGATIONS
The Client shall:
If Wedd Joinery’s performance of its obligations under the contract is prevented or delayed by any act or omission of the client, its agents, sub-contractors or employees, Wedd Joinery shall not be liable for any costs, charges or losses sustained or incurred by the client arising directly or indirectly from such prevention or delay, and Wedd Joinery shall be entitled to charge the client as if the services had been performed in full.
The client shall be liable to pay to Wedd Joinery, on demand, all reasonable costs, charges or losses sustained or incurred by Wedd Joinery (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the contract, subject to Wedd Joinery confirming such costs, charges and losses to the client in writing.
6. CLIENT MATERIALS
The Client shall ensure that the client materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party intellectual property rights) (inappropriate content).
If the Services include Website hosting, the client acknowledges that Wedd Joinery has no control over any content placed on the website by visitors to the website and does not purport to monitor the content of the Website. Wedd Joinery reserves the right to remove content from the website where it reasonably suspects such content is inappropriate content. Wedd Joinery shall notify the client promptly if it becomes aware of any allegation that any content on the website may be inappropriate content.
The client shall indemnify Wedd Joinery against all damages, losses and expenses arising as a result of any action or claim that the client materials constitute inappropriate content.
Wedd Joinery may include a statement on the home page of the Website that the Website was designed by Wedd Joinery.
7. CHANGE CONTROL
If either party requests a change to the scope or execution of the services, Wedd Joinery shall, within a reasonable time, provide a written estimate to the client of:
If the client wishes Wedd Joinery to proceed with a change, Wedd Joinery has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges and any other relevant terms of the contract to take account of the change.
Wedd Joinery may charge for its time spent in assessing a request for change from the client at its standard daily/hourly fee rates.
8. CHARGES AND PAYMENT
Where the services are provided as a project, the total price for the services shall be the amount set out in the proposal.
Wedd Joinery will charge the client for all third party costs stated in any proposal or as otherwise agreed with the client.
Without prejudice to any other right or remedy that it may have, if the client fails to pay Wedd Joinery on the due date, Wedd Joinery may:
First projects are billed 50% in advance on payment by return, thereafter projects are invoiced on a 30 day account, subject to satisfactory bank and trade references and agreement from Wedd Joinery.
9. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the deliverables (including in the content of any website and the website software), but excluding the client materials, arising in connection with the contract shall be the property of Wedd Joinery, and Wedd Joinery hereby grants the client a non-exclusive licence of such intellectual property rights for the purposes for which the Deliverables are provided. Such licence shall terminate on termination of the contract.
The client shall indemnify Wedd Joinery against all damages, losses and expenses arising as a result of any action or claim that the client materials infringe the intellectual property rights of any third party.
Wedd Joinery shall indemnify the client against all damages, losses and expenses arising as a result of any action or claim that any deliverables infringe any intellectual property rights of a third party, other than infringements referred to in clause 9.2.
10. CONFIDENTIALITY AND WEDD JOINERY’S PROPERTY
The client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, third party suppliers/ contractors or initiatives which are of a confidential nature and have been disclosed to the client by Wedd Joinery, its employees, agents or sub-contractors and any other confidential information concerning Wedd Joinery’s business or its services which the client may obtain. The client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the client’s obligations to Wedd Joinery, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
All Documents and materials supplied by Wedd Joinery to the client (including pre-existing materials) shall, at all times, be and remain, as between Wedd Joinery and the client, the exclusive property of Wedd Joinery, but shall be held by the client in safe custody at its own risk and maintained and kept in good condition by the client until returned to Wedd Joinery, and shall not be disposed of or used other than in accordance with Wedd Joinery’s written instructions or authorisation.
This clause 10 shall survive termination of the contract, however arising.
11. DATA PROTECTION
The client acknowledges and agrees that details of the client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Wedd Joinery in connection with the services.
Where the services include website hosting, Wedd Joinery warrants that, to the extent it processes any personal data on behalf of the client:
In this clause 11, personal data has the meaning given in the Data Protection Act 1998.