Stamp Terms & Conditions
The Formal Acceptance of Cost Proposal and these Conditions set out the terms on which Stamp Design Consultancy Limited (Supplier) will provide the Services to the Customer.
Definitions
Conditions: these terms and conditions.
Contract: the Conditions and where provided the Cost Proposal.
Customer: the person or firm who purchases Services from the Supplier.
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
Data Subject: an individual who is the subject of Personal Data.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Company is the Data Controller and in relation to which the Processor is providing services under this Contract.
Processing and process: have the meaning set out in section 1(1) of the Data Protection Act 1998.
Deliverables: the deliverables set out in the Cost Proposal produced by the Supplier for the Customer.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Cost Proposal: the Customer’s Formal Acceptance of the Cost Proposal set out above.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer in accordance with the terms of the Contract which shall include but not be limited to general project administration, project management as well as design services.
Supply of services
2.1.
The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects or where no Specification has been provided as mutually agreed by the Supplier and Customer. The Supplier has agreed to deliver the Services based on delivery of Supplier’s working guidelines. If amendments to the Services are required due to landlord design guidelines, the Supplier will provide a quote for such amendment. For the avoidance of doubt the Client remains liable for payment of the Services.2.2.
Where Supplier agrees to complete work outside of the Brief such work will be completed at a rate the then current hourly rates (which are subject to change by the Supplier on written notice to the Client.), currently: Director: £85.00 per hour; Senior Designer £71.25 per hour; and Designer £65.00 per hour (together, Hourly Rates).2.3.
The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.2.4
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.Customer’s Obligations
3.1
The Customer shall:3.1.1
provide the Supplier with a full written brief (Brief) prior to the beginning of provision of the Services. Where no Brief is provided the Supplier shall provide the Services on an hourly rate as described in the Cost Proposal. Changes and developments to the Brief during the design period will incur additional fees;3.1.2
appoint a nominated individual for the Supplier to coordinate and to deliver whom the Services shall be delivered.3.1.3
ensure that the terms of the Cost Proposal are complete and accurate;3.1.4
co-operate with the Supplier in all matters relating to the Services;3.1.5
provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;3.1.6
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;3.1.7
obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and3.1.8
keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.3.2
If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):3.2.1
the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;3.2.2
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and3.2.3
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.Charges and payment
4.1
The Supplier shall invoice the Customer in accordance with the Cost Proposal or as the Supplier in its sole discretion deems reasonable.4.2
Deposit invoices are issued pro-forma and are payable on receipt and is a requirement under the Supplier’s insurance policies. No Services will be provided prior to payment of the deposit invoice.4.3
The Customer shall pay each invoice submitted by the Supplier in accordance with the terms of that invoice, in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence.4.4
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.4.5
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.4.6
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.4.7
The Supplier will provide the Services at the Hourly Rates where the Services required by the Customer are outside the original Cost Proposal or as agreed with the Client in accordance with these Conditions. The Cost Proposal where provided is an estimate and is subject to amendment at the discretion of the Supplier where in the Supplier’s reasonable option the scope or amount of the Services, Brief or Deliverables has changed relative to the original Cost Proposal or discussions with the Customer.Intellectual property rights
5.1
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.5.2
The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.5.3
As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Services and the Pre-existing Materials shall be owned by the Supplier. Subject to clause 5.2, the Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services. If this agreement is terminated, this licence will automatically terminate.5.4
All Supplier Materials are the exclusive property of the Supplier.Confidentiality
6.1
Each party undertakes that it shall not at any time during this Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.6.2
Each party may disclose the other party’s confidential information to (a) its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 6; or (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.6.3
No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.Limitation of liability
7.1
Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).7.2
Subject to clause 7.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.7.3
The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the net amount of fees paid to Supplier for the Services in the preceding 3 months immediately prior to such loss arising.7.4
The Customer shall indemnify and hold the Supplier harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Supplier as a result of or in connection with:7.4.1
any alleged or actual infringement, whether or not under English law, of any third party’s Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services; or7.4.2
any claim made against the Supplier in respect of any liability, loss, damage, injury, cost or expense sustained by the Supplier’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services as a consequence of a breach or negligent performance or failure or delay in performance of this agreement by the Customer or it’s or their employees or agents or by any third party connected with the Customer.7.5
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.7.6
This clause 7 shall survive termination of the Contract.Postponement or Cancellation
8.1
If the Customer postpones or cancels any part of the Services (a Postponement or Cancellation, respectively) following previous agreement between the parties that such part of the Services will be delivered on a specific date (Original Delivery Date), the Supplier shall be entitled to claim back from the Customer any and all losses and expenses suffered or incurred by the Supplier as a result of such Postponement or Cancellation (including, but not limited to, any costs of hiring personnel, equipment and facilities, any loss of opportunity to deploy resources elsewhere, and any loss of revenue). The Supplier shall invoice the Customer accordingly, such sums to be payable by the Customer within 14 days of receipt of such invoice.8.2
Any Postponement or Cancellation by the Customer shall be notified to the Supplier in writing no less than 30 days prior to the Original Delivery Date.8.3
If the Customer postpones any part of the Services for a period of time longer than eight weeks from the Original Delivery Date, then the Supplier shall be entitled to terminate this agreement immediately on written notice to the Customer.Termination
The Contract shall subsist for the period set out in the Cost Proposal. Either party may terminate the Contract immediately by notice if the other party is: (a) in material breach and does not remedy the breach (if such breach is remediable) within 14 days of receiving a request to remedy; or (b) becomes insolvent, bankrupt, is in liquidation, administration or receivership, makes an arrangement with its creditors, is unable to pay its debts or is subject to events or orders leading to any of the foregoing.
Consequences of termination
8.1
If the Customer postpones or cancels any part of the Services (a Postponement or Cancellation, respectively) following previous agreement between the parties that such part of the Services will be delivered on a specific date (Original Delivery Date), the Supplier shall be entitled to claim back from the Customer any and all losses and expenses suffered or incurred by the Supplier as a result of such Postponement or Cancellation (including, but not limited to, any costs of hiring personnel, equipment and facilities, any loss of opportunity to deploy resources elsewhere, and any loss of revenue). The Supplier shall invoice the Customer accordingly, such sums to be payable by the Customer within 14 days of receipt of such invoice.8.2
Any Postponement or Cancellation by the Customer shall be notified to the Supplier in writing no less than 30 days prior to the Original Delivery Date.8.3
If the Customer postpones any part of the Services for a period of time longer than eight weeks from the Original Delivery Date, then the Supplier shall be entitled to terminate this agreement immediately on written notice to the Customer.Data protection
11.1
The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and the Supplier is the data processor in respect of any Personal Data.11.2
The Supplier shall process the Personal Data only in accordance with the Customer’s instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by the Customer.11.3
Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.Force majeure
12.1
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the parties including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.12.2
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.12.3
If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 30 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.General
13.1
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).13.2
No failure or delay by a party to exercise any right or remedy provided under
this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.13.3
If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.13.4
This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.13.5
This Contract is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract. The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Contract, provided that the Supplier gives prior written notice of such dealing to the Customer.13.6
Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.13.7
No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).