TERMS & CONDITIONS
1. Definitions
1.1 Statement of Work - document detailing the scope of work, associated costs, approved person(s) and any specific terms relating to the Services TONIC will provide.
1.2 Client – the person or organisation to whom TONIC will provide Services.
1.3 Services – any marketing, branding & design work, project, campaign, consultation, plan or task or combination of the aforementioned that TONIC undertakes or delivers to a Client
1.4 Charges – the payment made by the Client in return for TONIC’s Services.
1.5 Written notice/agreement – this must be made/given via letter or email. Any form of written notice/agreement must include your business logo and details and come from an approved person within the organisation. The approved person(s) are agreed as part of the Statement of Work/Quote.
2. Contract
2.1. A contract will be deemed to be in place between TONIC and the client once a Statement of Work/Quote has been agreed by both parties.
2.2. The Statement of Work will describe all Services that TONIC will provide to you, any associated costs and timeframes including the commencement date.
2.3. Under the Statement of Work we agree to keep versions of work for a period of 1 year following approval and completion. After this period we will keep final, low resolution versions only. Work will therefore have to be recreated if the Client wishes to work with old versions.
3. Changes to contract
3.1. The Client must inform us in writing if they wish to make changes to the contract. Any changes or additional Services requested by you that are outside the scope or scale of the Services agreed in the Statement of Work may have implications for the cost and timescale of delivery and we reserve the right to increase Charges to cover the cost of delivering any changed or additional Services.
3.2. An amended Statement of Work will be drawn up to include the changes to the scope and scale of Services and any relevant changes to costs. The amended contract will also confirm the date when changes will take effect. This will only replace the existing contract once signed by both parties.
3.3. Changed or additional Services will not be undertaken without your written agreement.
4. Intellectual Property Rights
4.1. All copyright, database rights, design rights, trade marks, domain names, know how, trade secrets and any other intellectual property rights (whether registered or unregistered) subsisting anywhere in the world (“Intellectual Property Rights”) in or arising out of or in connection with the Services shall, unless otherwise agreed in writing by us, be owned by us.
4.2. You acknowledge that, in respect of any third party Intellectual Property Rights of which we are aware, your use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you and you are liable for any costs incurred in relation to this.
5. Approval
5.1. TONIC will require the Client to sign a Statement of Work prior to commencement of Services
5.2. TONIC will require written approval by email at concept and final stages of any work produced for the Client.
5.3. Electronic proofs will be provided for approval unless otherwise specified.
5.4. TONIC accepts no liability for any errors or inconsistencies once the Client has seen and approved electronic or paper proofs.
6. Cancellation
6.1. 14 days written notice is required if either TONIC or the Client wish to cancel a job, project or retainer.
6.2. The Client will pay any remaining fees due to TONIC for work completed up to the point of cancellation, and for expenses reasonably incurred as part of completing this work.
6.3. TONIC will deliver any existing work to the Client up to the point of cancellation
7. Limitation of Liability
7.1. Nothing in this Agreement shall operate to exclude or limit our liability for:
7.1.1. death or personal injury caused by our negligence;
7.1.2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
7.1.3. fraud; or
7.1.4. any other liability which cannot be excluded or limited under applicable law.
7.2 TONIC will not be liable to the Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any other indirect or consequential loss or damage.
7.3 TONIC accepts no liability for work carried out by third parties in relation to the Services delivered as part of this contract
8. Payment
8.1. Retainers will be invoiced monthly, payable within 7 days of date of invoice
8.2. Retainer fees will be subject to review after 12 months or if a Statement of Work is altered
8.3. Single jobs or projects will be invoiced after completion of work, payable within 7 days of date of invoice
8.4. If delivery of Services will run over the quoted hours, TONIC will notify the Client and confirm costs for the additional work before completing the work.
8.5. We reserve the right to chase payment if it has not cleared in our bank account 30 days from the date of the invoice
8.6. If we do not receive payment from you within these payment terms, we reserve the right to suspend Services until payment is received.
8.7. Our fees do not include any third party costs, including but not limited to print, mail, hosting, media, coding. TONIC can obtain costs from relevant third parties as part of our Services but payment must be settled by the Client directly with the third party supplier.
9. Services
9.1. TONIC will ensure that any work is completed in a professional and workmanlike manner.
9.2. TONIC will use reasonable efforts to meet timelines given in the Statement of Work
9.3. Both parties agree to adhere to Data Protection Laws of England and Wales.
9.4. Both parties agree to uphold confidentiality in the exchange of information and industry knowledge
9.5. To enable us to provide our Services, the Client agrees to give TONIC:
9.5.1. Clear briefings, a template will be provided;
9.5.2. Ensure all facts relating to the Statement of Work are correct and relevant
9.5.3. Co-operate fully at all times
9.5.4. Provide information in a timely manner
9.5.5. Provide objective factual evidence for any information or statement you wish us to make about your product/Services and any additional information we may require
10. General
10.1. No variation of the Statement of Work shall be effective unless it is made in writing and is signed by you and us.
10.2. We will not be liable for failure to meet any obligation of the Statement of Work if the failure is caused by any unforeseen circumstance beyond our reasonable control including but not limited to internet outages, communications outages, fire, flood, war or act of God.
10.3. Any person who is not a party to the Statement of Work will not have any rights under or in connection with it.
10.4. Both parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with the Statement of Work. The Statement of Work shall be governed by and construed in all respects in accordance with English law.