- In this Agreement, “the supplier”, “As in Boat”, “we” and “us” is As in Boat Limited.
- The “client” or “you” is the CLIENT NAME entering into a contract with the supplier.
- The supplier’s estimate and any subsequent contract entered into will be subject exclusively to the Terms and Conditions set out below.
Starting the job
- By contracting with us to work for you, you acknowledge that you have been offered the opportunity to read these Terms and Conditions and agree to be bound by the version of these Terms and Conditions at the time of contracting.
- You acknowledge that as the basis for the contract between you and us, these Terms and Conditions take precedence over any other terms and conditions, express or implied, and regardless of whether it is your general practice to conduct similar engagements under your own Terms and Conditions.
- A job is confirmed when we receive an email from you stating clearly that you are commissioning the work, together with an official purchase order if applicable. If you are contracting with us on behalf of any group of individuals other than yourself alone, or on behalf of a company, you warrant that you are authorised to enter into a contract on behalf of that group of individuals or company.
- Projects are usually agreed on a price-per-project basis unless otherwise specified.
- We will produce an estimate of charges to deliver the project based on the information supplied by you. We reserve the right to amend this fee if your requirements change.
- We will charge for reasonable travelling time, travel expenses, and incidental expenses, including third party goods, where necessary to provide the Services.
- Revisions, changes, and extensions to the project are charged at the normal hourly rate, except as specified in paragraph 12.
- A signed copy of A Letter of Agreement may be required before work can commence.
- We reserve the right to levy a 50% deposit on any project undertaken.
- Unless otherwise agreed, payment is due on receipt of delivery of the finished copy or project.
- For projects lasting several months, we will require staged payments for the agreed number of months.
- The supplier will produce the deliverables within the timescale agreed. For copy projects we will expect amendments/revisions on that draft within seven days of you receiving that draft. We will write up to three drafts within the original estimate of charges and for discrete jobs, we expect to have reached the final version within 30 days of submitting the first draft. Unless a longer timescale has been agreed, we may charge the full cost of the job at the end of those 30 days. Subsequent amendments after the final draft is agreed will be charged at the normal hourly rate, except as specified in paragraph 12.
- Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of our style, composition, editing or interpretation of your needs, amendments or circumstances. You commission the supplier based on our style. For copy projects, if we are commissioned by you to write a first draft and thereafter you decide not to continue further draft stages or decide at any stage that you will finish the work yourself or use another agency, we reserve the right to charge you the full cost (100%) of the estimate and payment terms noted in paragraphs 4 and 6 will apply.
- Client accounts which are outstanding after 30 days will be put ‘on hold’. No further work will be carried out until full payment is received. Future work may require a 50% deposit or payment in advance.
- Payments which are outstanding after 30 days will attract an interest surcharge to cover costs of recovery (see www.payontime.co.uk for information). We may exercise the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. This includes the possibility of the Client being referred to a debt collection agency and being subject to a claim being made in the Small Claims Court.
- Clients who are consistently late payers will be asked to pay an up-front deposit or full payment in advance before any new project can be started.
Ownership and intellectual property (copy projects)
- Supplying your own copy draft. You may ask us to use a copy draft that you have written yourself, or has been written for you. By doing this, you confirm that you are the holder of the copyright to this draft or that you are permitted by the copyright holder to use this material to form part of the work that we will create for you. In such a case, you indemnify us against any claim arising from claims that the new work breaches existing copyright.
- Referencing other people’s copy. If you supply the supplier with research or samples taken from someone else’s printed media or site, you must specify whether you have obtained permission to use this material and you indemnify the supplier against any action arising as a result of using this content as reference material.
- On completion of the project and deliverables and after final payment is received, we will cede to the client all rights to the copy in the form for which it was originally intended. (For example: copy required for a web page may need further copyright negotiation if it is later sold as a book). We reserve the right to use a sample of the work for promotion as set out in paragraph 11.
- Copyright to the assembled copy is owned by us until full payment is received.
- If the client defaults on payment, any copy written by us cannot be used until full payment is made.
- Copy samples by us. All sample copy displayed on the supplier’s websites or any other promotional material are for information only. You may not adapt or copy any item, whole or in part, other than to demonstrate to a client or colleague the nature of the supplier’s work with a view to commissioning.
- If the project is cancelled by the Client for any reason before deliverables or copy are delivered, you remain liable for the time expended to date.
- Once the final deliverables or copy is delivered to the Client (electronically or by any other means) you are liable for payment in full.
- If we are unable to complete the project (through illness, other personal reasons, etc.), the Client may purchase any unfinished work from us.
- We expect to work in partnership with clients.
- Both parties agree to work together to complete the project to the agreed timescale.
- The client will provide us with the appropriate information to fulfil the brief.
Confidentiality & Non-Disclosure Agreement
- We will not disclose to any third party, any information obtained as the result of a project.
- If you supply us with information to complete the services offered, either for your organisation or any third party, you will indemnify us against any action by you or that third party resulting from the accidental disclosure of loss of such information. We cannot be responsible for any information that is already in the public knowledge, any information that we have to disclose by law, or anything that we obtain independently. ****
Testimonials and Examples
- We may approach you after a project is complete for a video and/or written testimonial to be included in our portfolio, marketing information or on the website.
- We may use all or part of a completed project in our portfolio, marketing information, or website unless the client specifically declines.
Errors and literals (copy projects)
- The supplier shall make every effort to make sure copy is free from spelling and other mistakes. Early drafts may contain such errors but the supplier shall make every effort to ensure these are removed before the final draft.
- Any such errors that are overlooked by The supplier at the time of the final submission will be corrected by The supplier free of charge without acceptance of liability for any costs you incurred as a result of those errors.
- While we will take all reasonable steps to perform its obligations under these Terms and Conditions, the supplier’s liability to you for breach of these Terms and Conditions (whether by us, our agents, partners or any third party) is excluded to the fullest extent permitted by law. Nothing in these Terms and Conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation. You will indemnify us against any costs, liabilities, damages, expenses or losses incurred as a result of civil claims or proceedings brought against us based on any work prepared for you and approved by you before publication.
- We are not responsible for any indirect or consequential losses whatsoever. In the event of any breach by us of our express obligations under these terms and conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you under the Contract.
- This contract is between you and us. It cannot be assigned to anyone else.
- If either party fails to exercise their rights under this Contract, or fails to enforce their rights following a breach of contract by the other party, it is a one-off, not a waiver, and does not mean they waive their right to subsequently do so.
Third Party Rights
- No part of this Contract is intended to give rights to any third parties, so the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
- Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.
- If any clause or sub-clause of this agreement shall be deemed unlawful, invalid or otherwise unenforceable, then that clause or sub-clause shall be deemed severable from this agreement and shall not affect the validity or enforceability of any remaining clauses.
- The agreement and these terms and conditions shall be governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts of England and Wales.
- These terms and conditions shall not be varied except by mutual consent between the supplier and you, in writing.
© As in Boat Limited 2022