These terms and conditions form the trading agreement between the Kapilka (“we” or “us”) and the Client (“you”).
- CHARGES
a) Unless agreed otherwise in writing or by email, we will charge you for all work produced at our current standard charge out rates (if there are any changes to such rates you will be notified by emailed, writing or telephone.
B) All rates and fees are exclusive of VAT, which will be charged in addition at the prevailing rate.
C) Services can be charged by time and materials or on a performance basis.
D) All travel expenses if incurred will be charged at the hourly rate of the corresponding job and the amount charged will be the travelling time to and from the clients premises only. - NEW CLIENTS: INITIAL TRADING PERIOD
With all new clients, we request payment on receipt of invoice for the first two months of active trading. Thereafter, we will revert to our standard terms of payment (see Clause 3).
A) After this trial period and Clause 3 is introduced, it is still up to our discretion and integrity the credit terms agreed. - STANDARD TERMS OF PAYMENT
a) You will make punctual payment to us of all invoices and will indemnify us in full in respect of any third party expenses suffered or incurred by us pursuant to your instructions.
B) Invoices will be paid by you (without any deduction by way of set-off or counter claim or otherwise) as follows:
(i) Fees: 30 days from date of invoice.
(ii) Production and other services: 30 days from date of invoice
(iii) For any services where the contractor or supplier requires payment before work commences, our invoice covering the same shall be paid before work commences.
C) For services where the contractor or supplier has the right to withhold consent for work used, or other display before final payment, our invoice covering the same shall be paid within seven days from date of invoice and in any event in cleared funds before the planned date of publication, or other display.
D) On receipt of your approval for any production or artwork, we may issue invoices for stage payments of the estimated cost thereof and the invoices shall be payable within 30 days from date of invoice.
E) Out of pocket expenses will be charged at cost. These include air and rail fares, hotels and sustenance. Car travel will be charged at AA rates. Normal office disbursements such as post, telephone and fax will not be charged.
F) Cancellation work or production (see clause 6). - OVERDUE ACCOUNTS
a) If payment of invoices is not made when due, we reserve the right to charge interest on overdue amounts, interest to be calculated at the rate of 4% per year above the base lending rate from time to time of Royal Bank of Scotland Plc. Interest will accrue from the due date until payment is made.
B) We reserve the right to retain all work, materials and any other items in our possession relating to any matter until all invoices are paid in full.
C) Any queries in respect of an invoice must be raised within 14 days of the date of the invoice. After this date it will be deemed that the invoice has been accepted by you (except in the case of manifest error). - CREDIT INSURANCE
We take out insurance against credit risks and all our clients must be acceptable to our insurers. In the event of our insurers revising or withdrawing the normal insurance cover in respect of you, we may revise our terms of payment and may require payment in advance. - CHANGE AND/OR CANCELLATION OF WORK
a) In the event of change or cancellation, we reserve the right to charge you for all costs of complying with your request, which may include our expenses, production costs, cancellation fees, and our fees and commission in respect of such plans, schedules and work-in-progress.
B) If the live job has been worked on or even finished, the hourly rate will apply and you will be charged accordingly. - INTELLECTUALPROPERTYAND COPYRIGHT
a) The intellectual property rights (including, where appropriate, copyright and design rights) in all works created or commissioned by us and used under this agreement shall be vested in us whenever possible.
C) Until full payment of the invoice, all IP is ours. - LEGAL LIABILITY
a) We will not be liable for any discrepancies or mistakes, which later have a financial detriment to you the client. All work produced by us should be checked and signed off before any further action is taken with the files.
B) We take no responsibility for work not checked and signed. If checked and incorrect we will do our upmost to verify the mistake.
C) We are not liable for any financial compensation by a third party.
D) We shall not be liable for any costs, loss or damage arising from our failure to fulfill our obligations where failure results from circumstances wholly or in part beyond our control including, for example, uploading or downloading files. Viruses or equivalent computer circumstances. We advise you to take out the appropriate insurance cover where necessary.
E) We shall not be liable for any consequential or economic loss (whether for loss of profit or otherwise) and our entire liability under or in connection with this Trading Agreement shall not exceed the associated fees and/or charges received by us under this Trading Agreement.
F) Nothing in this Trading Agreement shall limit or exclude our liability for death or personal injury to the extent that it is caused by our negligence. - DURATION
a) This Agreement shall commence on the start date specified below and shall continue until terminated by either party by giving to the other not less than one month’s notice in writing.
B) Notwithstanding clause 9a) we may terminate this Trading Agreement on written notice if:
(i) You make any voluntary arrangement with your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation
(ii) A receiver is appointed over any of your assets
(iii) You cease or threaten to cease to carry on business. - SECURITY
a) We will take the upmost care in securing complete confidentiality of you, your client and anybody who might be in a compromising situation.
B) All our folders are uniquely secure so no access from other outside sources can compromise our or your integrity.
C) In the case of anybody who makes an advance to you or your clients on the basis of work produced by ourselves, please notify us and legal proceedings might impend. - TRANSFER OR ASSIGNMENT
Neither party may assign or sub-license its rights under these Terms without the prior written consent of the other except as provided in these Terms. - NOTICES
12.1 All notices from one party to another under these Terms will be in writing, signed by a duly authorised person, and sent to the company secretary at the address specified in these Terms (or such other address as may be notified in writing by the party from time to time).
12.2 A notice will be deemed to have been received if served by hand, immediately upon personal delivery or if served by first class post, within 48 hours of posting to an address in the UK or within 96 hours otherwise. - SEVERABILITY
If any provision or part of these Terms is held to be invalid or unenforceable to any extent then it will be severed from the rest of these Terms so that it is ineffective to the extent that it is invalid or unenforceable and the remaining provisions or part of these Terms will remain in full force and effect. - WAIVER
The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach. - WHOLE AGREEMENT
The Contract, the sow and these Terms constitute the entire agreement between the parties in connection with the subject matter of the sow, and supersede all prior oral and written agreements, understandings and correspondence. - AMENDMENT
16.1 We may amend these Terms from time and each sow will be subject to the Terms current at the time the relevant sow is accepted.
16.2 An sow may be amended only by an agreement in writing signed by Us and the Customer. - PUBLICITY
Each party may state in its publicity and marketing materials that the other is a provider or customer (as the case may be) of information services of the type described in these Terms. - FORCE MAJEURE
No cause of action will arise if the discharge of any duty is prevented or delayed, or accrual of any liability on the part of either party is occasioned, as the case may be, by any event beyond the control of that party including any of the following: act of God, governmental act, war, terrorism, fire, flood or other natural disaster, explosion or civil commotion, failure in information technology or telecommunications services, failure of a third party (including failure to supply data) and industrial action. - THIRD PARTY RIGHTS
Any person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Contract. - GOVERNING LAW
The Contract and these Terms will be governed by and interpreted in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the courts of England.