In these Terms and Conditions “Converta” means Converta Agency Ltd, whose registered office is at 37 Parliament Street, Harrogate, HG12RE and the “Client” means the Person, Firm, or Company for whom Converta is providing the services.
Acceptance of Converta’s invoice will be deemed to bind the Client to these Terms and Conditions and no goods shall be supplied or services performed by Converta except in accordance herewith. In the case of any conflict between these conditions and those of the Client, these conditions will prevail.
No other agreement representation, promise, undertaking or understanding of any kind unless expressly confirmed in writing by an authorised representative of Converta shall add, vary or waive any of these Conditions.
In this Agreement the following expressions shall, save where the context otherwise requires, have the following meanings:
1.1 “Fee” means the sum of money set out in Converta’s quotation to be charged by Converta for the provision of the Services
1.2 “Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any act of God, fire, act of Government or State, War or civil commotion, insurrection, strike, lock-out or other forms of industrial action)
1.3 “Services” means the services set out in Converta’s quotation, together with any other services which may be agreed upon by the parties from time to time.
2.1 Converta shall carry out of the Services and Converta shall allocate sufficient resources in order to provide the Service to the Client.
2.2 Performance of the services by Converta, shall as far as Converta is able, be in accordance with any dates and times specified in Converta’s quotation but time for performance shall not be of the essence of the contract and Converta shall not be liable for any delays howsoever caused.
3.1 In consideration of Converta providing the Services to the Client, the Client shall pay to Converta the fee and the time for payment will be set out in Converta’s quotation.
3.2 In addition to the account payable, the Client shall, on provision by Converta of a valid tax invoice, pay and Value Added Tax properly payable on the invoice and Converta reserves the right to charge interest at the rate of 4% above the based rate of HSBC bank on any amount which are overdue for payment.
3.3 Converta shall be entitled to raise interim invoices at the end of each month for the work carried out during that month.
3.4 In the event that the Client fails to make payments in accordance with the provisions of this Clause 3, Converta shall be entitled, without prejudice to any other rights it may have, to suspend the provision of the Services (in whole or in part), without liability until payment in full of all outstanding sums has been made.
3.5 The Fee is based on the information given to Converta by the Client. Converta reserves the right to increase the Fee in the event that the Client changes its instructions or requires work to be carried out that was not included in the original invoice or if the instructions given by the Client does no accord with the initial information given by the Client.
4. Documentation and Information for Set up and ongoing Support
4.1 The Client confirms that it will provide all relevant documents and information in a timely manner to Converta and that Converta will be given access to all relevant information from the Client to enable it to provide the Services.
4.2 Converta shall not be liable for any errors or omissions which arise as a result of any inaccuracies or inadequacies in any documents or information provided by the Client to Converta
5. Confidential Information and Engagement of Employees
5.1 The parties recognise that prior to entering into this Agreement it has been necessary and during the continuance of this Agreement, it may be necessary for one party to disclose to the other information of a proprietary or confidential nature. Each party agrees to treat as secret and confidential and not at any time for any reason, except with the approval of the other party to disclose or permit to be disclosed to any person or otherwise make use of any such proprietary or confidential information and upon termination of this Agreement, for whatever reason, each party will , if requested by the other, immediately deliver up to the other party or destroy all working papers or other material containing such confidential information and any copies provided to its pursuant to this Agreement.
5.2 The restrictions contained in clause 5.1 shall cease to apply to information which:
5.2.1 is available (otherwise than through the default of the provisions of clause 5.1 above) to the public generally at the time of disclosure;
5.2.2 is required to be disclosed by law, by any court order, or any competent statutory or regulatory authority
5.3 Each party undertakes to safeguard all records of the other party whether in writing or in the form of electronic data. All such records will remain the exclusive property of the disclosing party.
5.4 Each Party herby agrees not to employ or otherwise engage any person who is an employee of, or consulant to, the other party for a period of 12 months following the expiry or termination of this Agreement.
6. Intellectual Property
6.1 The Parties hereby agree that the ownership of any Intellectual Property Rights created by Converta solely on behalf of the Client as a result of providing the Services shall transfer to the Client absolutely upon payment of the entirety of the Fees due under the terms of this Agreement.
6.2 Where any documents, materials artwork, specifications, or designs have been created by Converta soley for the Client, Converta herby warrants that the use by the Client of such documents, materials artwork, specifications or designs will not infringe the Intellectual Property Rights or any other rights of any third party.
6.3 Where the Client has provided any documents, materials artwork, specifications or designs to Converta, the Client herby agrees to the use by Converta of any such documents, materials artwork, specifications, or designs and herby warrants that it has the right to authorise such use by Converta, that the use of them will not infringe the Intellectual Property Rights or any other rights of any third party.
6.4 With regard to Intellectual Property rights which have been created by Converta as a result of providing the Services but which have not been created solely for the Client, then Converta hereby grans a non-exclusive license to the Client to use such Intellectual Property not to copy or provide the Intellectual Property to any other person.
7. Warrants and Limitation of Liability
7.1 Converta shall not be liable, whether by way of indemnity or by reason of breach of contract, tort or breach of statutory duty or in any other manner for any consequential or indirect loss of whatever nature suffered by the Client or for special damages, loss of use, or loss of profit, or of any contract but nothing in this clause shall be construed as limiting or excluding Converta’s liability for death or personal injury resulting from its negligence.
7.2 Converta’s aggregate liability to the Client whether in contract, tort or breach of statutory duty in respect of any and all loss of damage suffered or incurred by the Client shall not esceed a sum equal to the Fee paid in respect of the specific service.
7.3 Converta shall not be liable for any delayed or partial or total non-performance of the Services arising directly or indirectly from any event outside Converta’s control including any failure on the party of the Client to comply with any of its obligations hereunder.
8. Term and Termination
8.1 This Agreement shall come into force upon acceptance of Converta’s invoice and shall continue for the duration of the term as per invoice or until terminated by either party pursuant to the provisions of this clause 8 of the agreement.
8.2 Either party may terminate this agreement by giving 30 days written notice to the other
8.2.1 If that the other party commits any material breach of this agreement and , in the case of a breach capable of remedy, fails to remedy within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
8.2.2 If that other party goes into liquidation, makes any voluntary arrangement with its creditors or becomes subject to an administration order, or an encumbrancer takes possession of any of its assets or a receiver is appointed over any of its assets or anything analogous to any of the foregoing occurs in relation to that other party.
8.3 In the event the Client terminates this agreement other than pursuant to clause 8.2.1 the Client shall pay to Converta all fees incurred up to the time of termination.
9. Force Majeure
9.1 If either party to this Agreement is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure, and if such party gives written notice thereof to the other party specifying the matters constituting force majeure, together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue then the party in question shall be excused the performance or the punctual performance as the case may be as from the date of such notice for so long as such cause of prevention or delay shall continue.
10. Governing Law and disputes
10.1 The construction, validity and performance of this Agreement shall be governed in all respects by English Law, and the parties hereby agree to the exclusive jurisdiction of the English courts.