CRD ONE LIMITED
STANDARD TERMS OF BUSINESS
2.1 “Advertising Platform” means any digital channel including the use of social media through which CRD One will promote the products and/or service of the client, and will be taken to also include any published media.
2.2 “Agreement” means agreement by the Parties to these Standard Terms of Business, and any Proposal issued by CRD One in conjunction with these Standard Terms of Business, and any variations that are made in writing thereafter from time to time.
2.3 “Client” means the person, company or other entity named in clause 1.3 above.
2.4 “Confidential Information” means any information supplied (whether supplied in writing, orally or otherwise) by either party to the other [during the term of the Contract] that is marked as “confidential”, is described as “confidential” or should have been reasonably understood by the receiving party to be confidential.
2.5 “Default” means a situation where the monies owed by the Client to CRD One have become overdue by a period exceeding 30 days from the final date of the period allowable by CD One for payment to be made by the Client.
2.6 “Fees” means those monies to be payable by the Client to CRD One as specified in the Proposal, in relation to the specific activities described within the Proposal.
2.7 “Intellectual Property Rights” means all intellectual property rights and objective knowledge, wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights. The “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.
2.8 “Milestone” means a pre-determined date or timeframe or completion of a defined activity, in relation to the performance of all or any specified part of the Proposal.
2.9 “On-hold” means the temporary cessation of the work for the Client by CRD One.
2.10 “Project” means that work or works agreed by the parties to be performed by CRD One for the Client as described within the Proposal in return for those Fees also described therein.
2.11 “Proposal” means a document issued under the Standard Terms of Business, describing those elements that comprise a Scope of Works to be performed for the Client by CRD One for which certain monies (Fees) will be payable by the Client to CRD One, and shall be taken to include any Variations subsequently agreed as applicable to the Standard Terms of Business.
2.12 “Reimbursable” means payment of Fees for all or any part of the Proposal at a level which is the actual cost incurred by CRD One in performing that specific element of work.
2.13 “Retainer Service” means a service taken by the Client comprising one or more products supplied by CRD One on an ongoing basis, for which Fees are payable by the Client on a recurring monthly basis.
2.14 “Scope of Works” means a defined work activity or series of activities
2.15 “Services” means those specific services supplied or to be supplied by CRD One in accordance with the Proposal, that form a defined and distinct part of the overall Scope of Works to be performed by CRD One.
2.16 “Supplier” means any entity engaged by either CRD One or the Client to provide products and/or services in relation to the overall performance of the Proposal Scope of Works.
2.17 “Working Day” means a day from Monday to Friday inclusive, excluding any of those days of public or bank holiday in England and Wales.
2.18 “Variation” means any amendment or addition to the Standards Terms of Business or a Project Quotation, that is agreed in writing between CRD One and the Client.
2.19 For the purpose of clarification:
3.0 QUOTATION AND VARIATIONS
3.1 A Proposal specifies the Scope of Works and the associated Fees, and these will be applicable under these Standard Terms of Business as described in this document, which shall apply in their entirety, except where there is any specific Variation to these Standard Terms of Business which will then be described in the Proposal.
3.2 The Proposal shall be valid for a period of 30 days from the date of the Proposal unless an extension is requested by the Client and agreed to by CRD One in writing.
3.3 There shall be no variation unless agreed by CRD One and notified in writing to the Client.
4.0 FEES AND TERMS OF PAYMENT
4.1 The fees described in the Proposal are based on the information provided by the Client, the experience, knowledge and skills of CRD One, and the full cooperation of the Client with any request submitted to them by CRD One and such request satisfied by the Client in accordance with those obligations described in Section 7.0.
4.2 Any variation to a Proposal requested by the Client, must be agreed in writing by CRD One and may result in changes to any milestones dates and/or Fees as described therein.
4.3 All payments of Fees must be made by direct bank transfer to that bank account notified by CRD One.
4.4 Any Advanced Fee as advised in a Proposal, shall be payable by the Client prior to CRD One commencing any works as described in the Scope of Works.
4.5 Any Retainer Service taken by the Client shall be automatically renewed on a month by month basis, subject to a minimum provision period of three months and terminable hereafter by the Client serving notice to CRD One in accordance with clause 12.1 below
4.6 CRD One shall not be liable to the Client for any costs incurred, loss of earnings or compensation, arising from work carried out by any party on behalf of the Client or any of the Client’s appointed agents, including where such work has a detrimental impact on the performance of CRD One in respect of the Proposal Scope of Works or consequential increase to Fees.
4.7 All Fees as invoiced to the Client by CRD One are payable within 15 days unless of the date of the invoice, except under clauses 4.9, 4.10 and 4.11 below, or where alternative payment terms are specifically stipulated in Proposal.
4.8 Where payment of Fees is staged as described in the Proposal, then payment shall be made as specifically described in the Proposal.
4.9 Any variations required by the Client which are outside the scope of the original Proposal Scope of Works will not extend the payment deadline for the remaining balance of Fees due.
4.10 Any queries or disputes regarding an invoice or item therein must be raised with CRD One by the Client in writing within 10 days of the date of the invoice, otherwise the invoice will be deemed to have been accepted in full.
4.11 Where the Fee for any item on an invoice is in dispute, it shall not prevent the remainder of the Fees owed being paid in accordance with the invoice terms.
5.0 ADDITIONAL FEES
5.1 CRD One shall not be responsible for any additional charges relating to international payments, bank transfers or payment in a currency other than GBP, and any such charges must be paid by the Client in full in addition to the amount invoiced to which they relate.
5.2 The Fees quoted in a Proposal allow for a reasonable extent of major design revision. However, if there is any concern by CRD One that there is to be excessive design revision or development of assets, such concern will be advised to the Client by CRD One for discussion and any excessive design revision will be performed at the discretion of CRD One and will incur additional Fees to those described within the Proposal.
5.3 CRD One will normally add a link or a small graphic to the Client’s website linking to the any website provided by CRD One as a design credit. Should the Client require this link to be removed, it will incur a fee equivalent to 10% of the overall Fees stated in the Proposal, subject to a minimum charge of £500.
6.0 FEES – NON-PAYMENT OR OVERDUE PAYMENT
6.1 Where payment of any Fee as invoiced remains outstanding beyond its due date, other than is subject to a dispute raised in accordance with these Terms of Business, then CRD One shall be entitled to levy an additional charge upon the Client equivalent to the prevailing interest rate of the Bank of England plus 8%, applied to the outstanding sum for the period that the Fees remains unpaid, subject to a minimum charge of £30 per calendar month.
6.2 Where invoiced Fees remain unpaid beyond their due payment date, then should CRD One consider it necessary to write (by email or letter) to the Client by way of reminder, then it shall be entitled to charge the Client an administration fee of £25 per letter and/or email sent.
6.3 A Client accounts remaining unpaid in excess of 30 days after the due date for payment will be considered to be in Default.
6.4 Where the Clients account is in Default, and CRD One finds it necessary to institute any reasonable action to recover those Fees owing, the Client will become liable to pay CRD One such reasonable expenses, including legal fees and costs, incurred by CRD One in instructing a third party for collection of that debt, or in pursuing legal action.
7.0 SUSPENSION OF ACCOUNT
7.1 Where any payment is not made in accordance with Section 4.0 above, and is overdue by more than 30 days, such that the Client shall be considered to be in Default, then in addition to those arrangements described in Section 6.0, CRD One shall have the unreserved right to suspend the Client’s account and/or place work on the Project on hold, notwithstanding that CRD One may chose (but is not obliged) to issue a written reminder to the Client of the outstanding payment, before suspending the Client’s account, or already having suspended the Client’s account, or placing the work on hold.
7.2 If the Client maintains any content or information on advertising platforms, social media accounts, and/or web space provided through CRD One’s, or is using a website framework set up by CRD One, then if the Client is in Default, CRD One reserves the right to remove all such Client material from the relevant advertising platforms, accounts and/or servers and/or remove access to the advertising platforms and/or website’s framework, which will result in such services and/or products being taken offline. In such case, CRD One bears no consequential liability for any financial losses, business disruption or loss of data incurred by the Client in consequence of CRD One taking such action. Any such action taken by CRD One does not relieve the client of their obligation to pay any outstanding Fees in relation to the account.
7.3 Where CRD One has suspended the Clients account and/or placed work on the Project on hold, due to the Client being in Default, then CRD One shall not be held responsible for any consequential or subsequent charges, losses or penalties faced by the Client arising from such action taken by CRD One.
8.0 OBLIGATIONS OF THE CLIENT
8.1 Where the Client is specifically required to ‘sign-off’ each stage of the Scope of Works as described in a Proposal in writing, either by letter or email, until such confirmation is received, no further work can be performed. Any variations agreed after sign-off may incur additional Fees, although the client will be made aware of this in advance.
8.2 The Client is fully responsible for checking a Proposal and these Standard Terms of Business and any other brief, proposal, or project breakdown, and is responsible for seeking any clarification before notifying acceptance and agreement to a Proposal and/or these Standard Terms of Business.
8.3 The Client is required to email any requisite approval notification to CRD One of the design; and design approval having therefore been signed off by the Client and final files created, the design stage will be deemed as complete and any Client requested change thereafter, will be incur additional Fees.
8.4 All written copy for the Project Scope of Works is to be supplied by the Client to CRD One in digital format, with all images and photographs supplied in JPG, PNG, GIF or TIFF format, or otherwise supplied physically in high quality print suitable for digital scanning. CRD One will endeavour to return any physically supplied images or printed material to the Client but cannot guarantee this.
8.5 Unless otherwise agreed in advance, all images and copy are to be provided by the Client, although it is normal for the designer to participate in the creative process through headlines, calls to action and top-line messages.
8.7 Any dispute between the Client and an advertising platform and/or website owner lies entirely within the responsibility of the Client, and CRD One will not hold any responsibility for any wrongdoing or failure on the part of the website owner.
8.9 Where any addition, amendment or deletion is made to an advertising platform and/or website by the Client or a third-party acting on behalf of the Client, following completion of the Project, then CRD One will bear no liability for any consequences arising from such addition, amendment or deletion.
8.10 Where website development takes place on servers not recommended by CRD One, the Client is wholly responsible for the supply of any information, support, additional software or co-operation relating to the server and any requirement that will enable the Project Scope of Works to be completed, and it is the Client’s sole responsibility to provide a suitable staging environment that is identical to the final production environment.
8.11 The Client will normally be given the opportunity to review the content and appearance of a website during the creative process, and upon the Project Scope of Works being completed, but before ‘going live’, uploading to a server or materials being released. Any amends required must be requested in writing within seven days of such completion otherwise the materials will be deemed to have been accepted and approved.
8.12 CRD One may purchase domain names, hosting, or other subscription-based services on behalf of the Client, but payment and future renewal of these services is the responsibility of the Client, and any loss, or cancellation of any domain name due to late payment shall not be any responsibility of CRD One. The Client is required to keep records of any due dates for such subscriptions and renewals; and ensure that any payment is made in good time.
8.13 The Client shall make such information available to CRD One as is necessary for CRD One to meet its obligations under any agreement between the Parties and such information shall be provided in full and in a timely manner.
9.0 OBLIGATIONS OF CRD ONE
9.1 CRD One will normally commence with the Project Scope of Works generally in the calendar month following receipt of written acceptance of the Proposal unless stated otherwise, and the Client having accepted these Standard Terms of Business and having made payment of any Advanced Fees, unless otherwise advised to the Client.
9.2 CRD One will apply its best endeavours to meet all project milestone dates as advised in Proposal, though such dates may be necessarily changed to reflect such matters as timings of the Client’s supply of assets, information and/or approvals, receipt of client information and approvals, any dependencies upon third parties for supply of goods and/or services, and those matters reasonably beyond the control of CRD One.
9.3 Any material changes to a Proposal, requested by the Client and agreed by CRD One may result in delays to the Project Milestones and/or changes to the Fees described in the Proposal, and CRD One will then apply its best endeavours to quantify and advise the Client of those delays and/or changes.
9.4 CRD One will endeavour to ensure any website code, script or program is free from errors, but cannot accept responsibility for any losses incurred due to the malfunction of the website or any of its parts or components.
9.5 Any advertising work or website created by CRD One is designed to be viewed by the majority of visitors via a PC, using popular current browsers including Google Chrome, Mozilla Firefox, and Microsoft Edge, and compatible with the majority of devices, taking account of differing screen sizes and orientations. However, CRD One cannot accept responsibility for platforms or web pages which do not display or function correctly on all devices, including those tablets and mobile telephones with smaller screens, and any device using a new version of browser released after the website has been completed and handed over to the Client. CRD One reserves the right to quote for any work involved in changing the advertising or website design or code to be compatible with the updated browser software.
10.0 INTELLECTUAL PROPERTY
10.1 All artwork, graphics and websites remain the property of CRD One until all Fees are paid in full, excluding anything previously supplied by the client.
10.2 All code, scripts and software written by CRD One will remain the Copyright of CRD One and may only be reproduced or resold with the express permission of CRD One.
10.3 CRD One accepts no responsibility or liability for any copyright infringements caused by materials (such as images) provided by the client.
10.4 CRD One reserves the right to refuse any material of a copyrighted nature unless adequate proof can be given of permission or rights in law to use any such material.
10.5 The client agrees that any website developed by CRD One can be displayed in the portfolio, website or marketing materials of CRD One.
10.6 Other than as specified in this section 10 as above, all Intellectual Property that is developed under the Scope of Work for which Fees are payable, shall be the property of the Client without restriction upon payment of those Fees, and such IP as is provided by the Client is to enable the Scope of Works to be performed by CRD One and to be used for no other purpose by CRD One.
12.0 TERMINATION AND CHANGES TO THE TERMS OF BUSINESS
12.1 Termination of any agreement between the parties can be made at any time by either party serving one calendar months’ notice in writing sent to the known address of the party, and such notice becomes effective upon receipt of such written notification, subject to the provisions of clause 4.5 above.
12.2 The Client will be invoiced for all work completed up to the date of termination, to be paid in full within 15 days.
12.3 Termination may incur reasonable charges to the client by CRD One for handover of any work in progress to another provider, or transfer of hosting or domain names.
12.4 CRD One reserves the right to amend these Standard Terms of Business by serving four weeks’ notice to the Client either by letter or email, though those Fees already stated in a Proposal as related to the Scope of Works stated therein, will be will not be subject to the change.
13.0 FORCE MAJEURE
13.1 If the performance of the works under any agreement between the Parties, or any duty under it, is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the party obliged to perform it, the party so affected upon giving prompt notice to the other party will be excused from performance to the extent of the prevention, restriction or interference.
13.2 For the purpose of any agreement, Force Majeure shall be deemed to be any cause affecting the performance of the works arising from, but not limited to:
iii. fire, explosion, flood, earthquake, subsidence, epidemic, severe weather or other naturally occurring physical disaster;
14.0 WARRANTIES AND LIABILITIES
14.1 CRD One shall not be held liable for any loss or damage incurred by the client caused by inaccuracy, omission, delay or error, arising due to the negligence or other cause by CRD One in its performance of the Proposal.
14.2 CRD One shall not be held liable for any loss or damage to physical artwork such as photos supplied by the client, regardless of whether the loss or damage results from the negligence of CRD One or otherwise.
14.3 The entire liability of CRD One in any event, is limited to the total fees quoted in the Proposal, in respect of which any breach of agreement has arisen between the Parties; and shall be taken to no more than the Fees for one month in respect of advertising services.
15.0 DISPUTE AND DISPUTE RESOLUTION
15.1 Any matter of dispute arising during the performance of the Project Scope of Works must be raised in writing by letter or email.
15.2 The Parties are committed to resolving all disputes arising under any agreement between them (and whether such dispute arises before or after termination of such agreement) without the need for litigation and to allow as far as possible for commercial relationships to remain unaffected by disputes, and therefore both parties:
iii. will, if the matter has not been resolved by mediation within three months of the dispute arising, or if either party will not participate in a mediation procedure, resolve the dispute in accordance with clause 15.4.
15.3 Notwithstanding the above, either party may seek the immediate protection or assistance of the courts of England and Wales if appropriate.
15.4 Any agreement between the parties shall be construed in accordance with and governed by the laws of England and Wales, and both parties hereby irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to the agreement.