Between:
Line Industries Limited G.05 Northside Studios, 16-29 Andrews Wharf, London E8 4QF
and the Client.
1.0 Services to be performed (‘services’)
1.1 Details of your stated requirements and the services, which we will provide under this Agreement, are listed in the Proposal.
1.2 If additional services become necessary, Line Industries will discuss with the Client what additional fees will be payable in this regard and Line Industries will submit a new Proposal for these additional services.
1.3 These conditions shall apply to all services and sales supplied or made by Line Industries, and no modification's or amendments shall be binding upon Line Industries unless in writing and signed by a partner or the sole principal of the Line Industries. No waiver of these conditions or any of them by the Line Industries shall constitute a permanent waiver or a general waiver of these conditions.
2.0 Offer and acceptance
2.1 A quotation addressed to the Client by the Line Industries does not constitute an offer to supply and no contract exists until such time as there shall have been written acceptance by Line Industries of an order placed either orally, emailed, fax or writing by the Client.
2.2 The placing of an order (orally, emailed, fax or writing) and whether or not based upon a Proposal from Line Industries shall be deemed to be subject to the terms and conditions herein contained within the Proposal and the Client shall be deemed to have accepted the same notwithstanding that the Client shall not have communicated such acceptance to the Line Industries.
3.0 Charges
3.1 Unless otherwise agreed in writing Line Industries will charge for services rendered by itself, its employees or agents on the basis of hours spent at the prevailing hourly rate as notified to the Client within the Proposal.
3.2 The Client shall not be entitled to make any deduction from the fees in respect of any set-off or counter claim unless both the validity and the amount thereof have been expressly admitted in writing by the Client.
4.0 Duty of care
4.1 We agree to exercise all reasonable skill, care and diligence in the performance of the services and shall use our reasonable endeavours to discharge our duties in a timely manner in accordance with the Estimated Time Schedule provided within this Proposal and that Line Industries receive all necessary data and information from the Client within a reasonable time.
4.2 We shall not be responsible for non-compliance with any Estimated Time Schedule provided within this Proposal for carrying out the Services, as a result of delay caused by the Client or another party.
5.0 Terms of agreement
5.1 For Graphic Design, Product and Digital Web Development projects the Client will ensure that Line Industries’ designs and digital technologies, as approved by you, comply with the laws of the country for which it is intended and will ensure that any products manufactured from such approved designs shall be safe and without risk to the person or property of the user when properly used. The Client agrees to approve all drawings, artwork, digital coding and designs prepared by Line Industries prior to the printing, deployment or manufacture of any models, prototypes, moulds, dyes or jigs or any similar items and brochures, company stationery or any other printed material before and/or after the commencement of production for component and layout compatibility, deployment of digital technologies and to ensure that all tolerances are in accordance with any specifications. Line Industries will not be liable for any cost resulting from the Clients failure to carry out such checks.
5.2 This Agreement may be terminated by either party by written noticed to the other with immediate effect should either party commit an material or persistent breach of any terms of this Agreement which shall not have been remedied within 14 days of a written requested to remedy the same. The termination of this Agreement shall not affect any pre-existing liability of either party to the other nor the right of either party to look to the other for damages for breach.
5.3 This Agreement supersedes any previous agreements or other statements made.
5.4 This Agreement is personal to you the Client, and the Client shall not assign it or any rights under it unless agrees by both parties.
5.5 This Agreement shall be governed by English law and each of the parties submits to the non-exclusive jurisdiction of the English Courts.
5.6 No cancellation of any contract for the supply of services by Line Industries to the Client can be affected by the Client without Line Industries written consent to the same.
6.0 Liability
6.1 Line Industries’ liability there under in respect of any claims for loss and damage shall be limited in respect of any one event or series of two or more connected events to an amount equal to the fees (exclusive of VAT) paid or payable by you to us under this Agreement at the date the claim arises and shall exclude any liability for economic or financial loss whatsoever, resulting from Line Industries’, or Line Industries’ employee’s or agents’ negligence.
6.2 These provisions shall not exclude or reduce any liability for personal death or injury.
6.3 The Client shall indemnify Line Industries and hold us harmless from and against all damages, costs and liabilities suffered or incurred by us a consequence of any claims or proceedings brought against Line Industries by any other person in connection with the Services including, without limitation, any liability or costs arising out of infringement or alleged infringement of any registered design patent trademark or the intellectual property rights as a direct or indirect result of Line Industries complying with your express or implied instructions, or the Clients breach of obligations under this Agreement including all damage and expense caused thereby to Line Industries.
7.0 Copyright
7.1 Copyright in our designs will remain vested in us at all times but provided that all fees and expenses payable to us hereunder are paid on the due date(s) you will have a royalty fee licence to use our designs solely for the purpose of implementing the initial Project, as defined in the Proposal.
7.2 The Client grants to Line Industries a license to utilise for its own purposes all designs and other work produced for the Client by Line Industries save that said utilisation shall only be for the development and/or marketing of Line Industries. Save as aforesaid no license is granted by the Line Industries to the Client as to utilisation of designs and other work. Said license shall be granted only on the payment of all fees as provided in the Proposal.
7.3 Line Industries retains all rights to the entire website source code. It is unlawful to copy, distribute or resell source code to any third party without written permission from Line Industries, its co-developers, and/or other partners associated with the production of your website or other digital technologies. Folder and file access will not be granted on sites developed by Line Industries unless specific written arrangements are made with Line Industries.
7.4 Line Industries retains all rights to the entire Master Artwork files. It is unlawful to copy, distribute or resell master artwork to any third party without written permission from Line Industries and/or other partners associated with the design or print production. Line Industries will not grant folder and file access to design or print production files unless specific written arrangements are made with Line Industries.
8.0 Force majeure
8.1 Neither party shall be liable for any failure to perform of its obligations under this Agreement resulting from an Event of Force Majeure and both parties shall be excused performance for the duration of such Event plus such further period as may reasonably be necessary for the party unable to perform its obligations by reason of the Event of Force Majeure to resume the performance of its obligations.
8.2 Each party shall give immediate notice to the other upon becoming aware of an Event of Force Majeure, which affects its liability to perform its obligations under this Agreement, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
8.3 If a default due to an Event of Force Majeure continues for more than 60 days then either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other at any time during the continuance of such Event. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
9.0 General
9.1 All additions, amendments and variations of the agreed deliverables as set out in this Proposal shall be of contractual effect only if agreed in writing and signed by the duly authorised representatives both of the Client and Line Industries.
9.2 No employee or representative of Line Industries save for a director is authorised by Line Industries to make any representations or warranties in respect of the Services or the Project.
9.3 Neither party shall, without the other’s prior approval at any time during the Term or for twelve months afterwards, employ or endeavour to entice away any person presently or within the previous twelve months employed by the other party.
9.4 In the event of any discrepancy between these terms and conditions and the Proposal, the Proposal shall have precedence.
9.5 If the Proposal is not accepted within sixty days, Line Industries reserve the right to amend the Proposal.
9.6 Line Industries shall treat all information, written or drawn, supplied by the Client as confidential and shall not disclose the information to any third party without written consent by the Client.
9.7 The Client shall not assign or transfer or purport to assign or transfer any contract to which these conditions apply or the benefit thereof to any person whatsoever, without Line Industries written consent to the same.
10.0 Fees and expenses
10.1 The Client will pay us the fees and expense as described in the Proposal.
10.2 In addition to payment of the Fees set out in this Proposal, the Client will reimburse Line Industries for all expenses and disbursements incurred by us in performing the Services set out in (11.1.1) of the Terms and Conditions of the Proposal.
10.2.1 Printing, reproduction, or purchase costs of all documents, drawings maps, models, photographs, visual representations, prototypes, research materials, and other records including all those used in communication between all parties associated with the Project; and graphic expenses, including visual reference library, illustrations, photography, high resolution scanning, camera-ready artwork, typesetting, printing, manufacturing and installation; and all subsistence and travelling expenses (standard class for rail, and business class for all air journeys), hire car (Group C) including mileage allowance for cars at rates to be notified; and fees and other charges, expenses and disbursements for specialist professional services including legal advice, market research, field work, statutory fees and other consultants’ fees incurred with the Client’s written consent; and the cost of general studio supplies, photocopying, airfreight and courier services; and rental and hire charges for specialised equipment, including computers, incurred with the Client’s written consent. Telecommunication costs will be charged at fixed rate. The fixed rate will be 1% of the fees for UK based projects, 2% for continental Europe and 3% for projects worldwide. This Telecommunication charge will cover the costs for usage of telephone, teleconferencing, facsimile, telex and general postage.
10.3 A charge of 17.5% will be added to all additional expenses and disbursements to cover all administration and management costs.
10.4 As a guide, expenses and disbursements, if not stated at a fixed level within the Proposal, Expense and Disbursements will be estimated at 15% of the Fees set out in the Proposal and will be invoiced on a pro-rate basis at the same time as invoices are submitted in respect these Fees. At the end of the Project, when the actual cost of the expenses and disbursements is known, a reconciliation invoice will be submitted.
10.5 Where expenses and disbursements are stated in the Proposal to be fixed, such sum will be added to the Fees and invoiced in accordance with the Terms and Conditions set out in the Proposal. Where a fixed sum in respect of expenses and disbursements excluded such items as listed in 8.2, they will be incurred as additional expenses, which the client will reimburse to Line Industries once actual requirements are known.
10.6 Actual programmes, or costs and fees, may vary from the Proposal estimate. Line Industries shall inform the Client in writing if fees, expenses and disbursements as set out in the Proposal are likely to vary due to factors beyond Line Industries control. Line Industries reserve the right not to warrant such estimates or evaluations.
11.0 Invoices and payment
11.1 Payment of all invoices, as outlined in the Proposal or subsequently agreed in the Proposal Billing Schedule must be made within 30 days of the invoice date.
11.2 Without prejudice to Line Industries other rights under this Agreement, if you fail to pay the full amount of any sum payable under this Agreement when due, we reserve the right to:
11.2.1 Charge interest until payment on the amount remaining unpaid at the rate of two percent (2%) above the Bank of England Minimum Lending Rate from time to time, which shall accrue on a daily basis, and
11.2.2 Suspend the Services for so long as any such amount remains outstanding
11.2.3 Payment of any invoice shall be made in full without any deduction whatsoever, and all payments are to be made in pounds sterling unless otherwise agreed.
12.0 VAT & taxes
12.1 VAT and other local taxes (if applicable) shall be added to all payment made by the Client under this Agreement. Under current legislation VAT and local taxes are not applicable to Fees for Projects based outside the UK.