1.1 In these Conditions:
“CLIENT” means the person named on the Instruction Letter for whom the Supplier has agreed to provide the Service in accordance with these Terms;
“CONTRACT” means the contract for the provision of the Service;
“DOCUMENT” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
“CLIENT MATERIAL” means any Documents or other materials, and any data or other information provided by the Client (or a third party on the Client’s behalf) relating to the Service;
“SUPPLIER MATERIAL” means any Documents or other materials, and any data or other information provided by the Supplier relating to the Service;
“INSTRUCTION LETTER” means the letter from the Supplier to the Client confirming the Supplier’s instruction by the Client to which these Terms are attached;
“SERVICE” means the service to be provided by the Supplier for the Client and referred to in clause 2 below and the Instruction Letter;
“SUPPLIER” Ingleton-Beer Associates (a trading division of Special Interest Publications Limited (registered number 882612) whose registered office is at 8-12 Priestgate, Peterborough PE1 1JA.
“SUPPLIER’S CHARGES” means the charges shown in the Supplier’s brochure or other published literature relating to the Specified Service from time to time.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Supply of the Specified Service
2.1 The Supplier shall provide the Service to the Client subject to these Terms. Any changes or additions to the Service or these Terms must be agreed in Writing by the Supplier and the Client.
2.2 The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable the Supplier to provide the Service in accordance with the Contract. The Client shall ensure the accuracy of all Client Material.
2.3 The Supplier shall provide the consultancy service detailed in the Instruction Letter and between the Supplier’s current brochure or other published literature relating to the Service from time to time, subject to these Terms.
2.4 Where the Client requires the Supplier to provide press releases, articles or other similar services, the Supplier shall, where necessary, obtain the necessary Client Material and produce the Supplier Material.
2.5 The Supplier will send the Supplier Material to the Client for the Client’s approval before the Supplier Material is published.
2.6 Where the Client requires services other than those described in clauses 2.3 and 2.4 above the Client and the Supplier will agree in writing the specific details of the service to be provided.
2.7 The Service shall be provided in accordance with the Instruction Letter and otherwise in accordance with the Supplier’s current brochure or other published literature relating to the Service from time to time, subject to these Terms.
2.8 Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in the Supplier’s brochure or other promotional literature, may be made available on written request.
2.9 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service without any liability to the Client.
3.1 Subject to any special terms agreed, the Client shall pay the Supplier’s Charges in respect of the services detailed in clause 2.3 above and any additional sums which are agreed between the Supplier and the Client for the provision of the services described in clauses 2.4, 2.5 and 2.6 above or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.
3.2 The Supplier shall be entitled to vary the Supplier’s Charges from time to time by giving written notice to the Client.
3.3 All charges quoted to the Client for the provision of the Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
3.4 All writing deliverables will be invoiced during the month of writing. In cases where their distribution is delayed, the distribution element in the standard costs will be invoiced separately at the time of delivery.
3.5 Where any disbursements are to be incurred, the client will be informed in advance.
3.6 The Supplier shall be entitled to invoice the Client in advance of the Service being provided, or at other times agreed with the Client.
3.7 The Supplier’s Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set‑off or other deduction) before the start of the period to which the invoice relates.
3.8 If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have to:
3.8.1 charge interest on the outstanding amount (both before and after any judgment) at the rate determined by operation of Law from time to time; and
3.8.2 charge debt recovery expenses.
4 Rights in Input Material and Output Material
4.1 The property and any copyright or other intellectual property rights in:
4.1.1 any Client Material shall belong to the Client; and
4.1.2 any Supplier Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier until such time as all monies payable in accordance with clause 3 above have paid in full, at which time they shall belong to the Client, subject only to the right of the Client to use the Supplier’s
Material for the purposes of utilising the Service.
4.2 Any Client Material or other information provided by the Client which is so designated by the Client and any Supplier Material shall be kept confidential by the Supplier, and all Supplier Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
4.3 The Client warrants that any Client Material and its use by the Supplier for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.4 Subject to paragraph 4.3, the Supplier warrants that any Supplier Material and its use by the Client for the purposes of utilising the Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
5 Warranties and Liability
5.1 The Supplier warrants to the Client that the Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Instruction Letter and at the intervals and within the times referred to in the Instruction Letter.
5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non‑arrival, or any other fault of the Client.
5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Terms, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Service, except as expressly provided in these Terms.
5.4 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
6.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving Written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by Written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
7.1 These Conditions (together with the terms, if any, set out in the Instruction Letter) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
7.5 English law shall apply to the Contract, and the parties agree to submit to the non‑exclusive jurisdiction of the English courts.