Terms & Conditions

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1. SERVICES

1. 1 The Client hereby engages Imagika designs Ltd to provide creative, design and production services (“the services”) on the terms and conditions set out below.

2. FEES, DISBURSEMENTS AND EXPENSES

2.1 The Fee for the services rendered by IDL, the Client shall pay TCC fees (“the fee”) as quoted in respect of the Services agreed between the parties.

2.1 1 The fee for the Services applies to work carried our in the United Kingdom. Fees in respect of international coordination and work abroad will be subject to a separate Agreement. IDL reserves the right to negotiate a revised fee structure the Client changes its requirements so as to involve changes in the agreed workload during the period of this Agreement/

2.2 All amounts stated in this Agreement are expressed to be without Value Added Tax and the Client hereby agrees to pay in addition to the amounts so stated all and any Value Added Tax which is or may become payable thereon.

2.3 The addition to the fee, IDL will necessarily incur extra costs ( including but not limited to Artwork, photography, mock-up, printing, advertising, market research, exhibition and display materials promotions etc) on behalf of the Client (including air and rail travel but no other expenses unless specifically agreed) in the proper performance of its services under the Agreement. Such costs and expenses will be charged to the Client monthly arrears, if applicable, or included within the quotation of each project.

2.4 IDL will advise the Client of the nature of external costs to be incurred (except where the same are implicit within the agreed services) and will where reasonably practicable seek the prior approval of the Client to at such expenses to be incurred where they will exceed £250.

2.5 IDL reserves the right to add a handling charge to certain types of purchase good and/or services made on behalf of the Client.

2.6 IDL will not be required to make advance payments or enter substantial financial Commitments on behalf of the Client and, if so requested by IDL, the Client will, Immediately upon request, pay the number of such advance payments or commitments to IDL.

3. PAYMENT TERMS

3.1 Invoices are to be paid within 14 days of the date of invoice. IDL reserves the right to charge interest at 5% per annum on any amount outstanding more than 14 days calculated from the date of issue of the invoice until payment and also suspend its services for and on behalf of the Client until payment of an overdue invoice is has been made.

4. INCREASE OF CHARGES IN COURSE OF A PROJECT

4.1 If the specification for a project changes during the course of the project, IDL will issue amended quotations if time permits. IDL will always endeavour to issue suck amended Quotation in good time.

5. CONFIDENTIALITY

5.1 Each of IDL and the Client hereby undertake to the other to keep secret and not to disclose any information which comes to the notice of it in relation to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than the performance of its obligations under this Agreement. The Client’s confidential information shall include, but not be limited, information shall include, but not be limited to, information and data relating to the Client’s and it subsidiaries’ business and their financial performance and results. IDL’s confidential information shall include, but not be limited to, details of its fees, costs and unused work and concepts which it has produced.

5.2 IDL acknowledges that it may receive from time to time unpublished price sensitive information in relation to the business affairs and investments of the Client undertakes that it will observe and comply (if relevant) with the provisions of the company Securities (insider dealing) Act 1985, and all other appropriate rules, regulations and codes of conduct of any statutory, competent or regulatory authority and/or The Stock Exchange.

5.3 The parties obligations of confidentiality and non-use shall continue notwithstanding termination of this Agreement but shall not apply to any information or data which

5.3.1 is public knowledge at the time of receipt from the party; or

5.3.2 is received from a third party, not under any obligation of confidentiality to the other party; or

5.3.3 is required to be disclosed by law or any other statutory competent or regulatory authority and/or The Stock Exchange.

5.4 Each party shall ensure that the other party’s confidential information is disclosed only to those of its directors or employees who need to have access to it for the purpose of performing its obligations under this Agreement. In case of any categories of confidential information that a party shall specify from time to time, the other party shall disclose it only to those of its directors or employees as having been agreed by the parties writing in to receive it.

5.5 The parties shall each make any of its director's employees, servants or agents to whom the other party’s confidential information is disclosed aware of the obligations of confidence and non-user to which is subject under this Agreement.

5.6 On termination of this Agreement or at any time at the other party’s request the parties shall each forthwith return to the other party or at the other party’s option, destroy all copies of the other party’s confidential information then it’s possession in so far as they contain confidential information relating to the other party.

6. AGREED RESTRICTIONS ON CLIENT

6.1 The Client agrees that the Client shall not (without the previous written consent of IDL) at any time, either whilst the contract with the Client is in force or prior to the expiry date of Twelve months from the date the Client ceases to be a Client of IDL either:

6.1.1 solicit or employ directly or indirectly any employee or former employee of IDL who has at any time while employed by IDL been engaged on the Client’s work or 6.1.2 engage or utilise the service of any firm or company of which such an employee becomes either director, manager, agent or employee during such period.

7. LIABILITY

7.1 IDL shall not be liable for any delay in, or commission or publication or transmission or error in or claim to arise from any work done by IDL unless caused solely by default or neglect on IDL’s part.

7.2 Subject to sub- Clause 7. 1 above, the Client hereby indemnifies IDL against all proceedings claims, losses, damages and expenses which IDL may incur or sustain directly or indirectly as a result of any claim or proceedings or complaints brought or threatened to be brought against IDL which are based upon or are in connection with any information, representation, reports, data and material supplied, prepared or approved by the Client or which result from any delay by the Client in approving any work or expenditure or otherwise.

8. APPROVALS AND AUTHORITY

8.1 Written or oral approval by the Client of designs drafts, proofs or estimates may be taken by IDL as authorisation to proceed with print/production and to enter into contracts with suppliers on the basis of such estimates.

8.2 IDL will take reasonable steps to comply with requests from the Client to amend, halt or c cancel any plans or works in progress in soon far as this is possible within the scope of its contractual arrangement with suppliers.

8.3 The Client will be responsible for and will pay to IDL on demand any costs, claims or expenses incurred prior to or as a result of such cancellation or amendments.

9. PROPERTY

9.1 Subject to the terms of clause 5 above, any property or information made available by the client to IDL for the purposes of demonstration or publicity or from any other purpose arising from or in connection with this Agreement shall be and at all times remain the sole and entire risk of the Client and IDL shall not be subject to any liability for it.

10. COPYRIGHT

10.1 Unless specifically agreed otherwise in writing, the copyright and all other rights of an intellectual property nature (together “the Rights”) in all design, artwork, copy and other work produced by IDL under this Agreement shall be and remain the exclusive property of IDL, subject to 10. 2 and below. The rights in all design, artwork, copy and other work produced or provided by third parties, shall remain with such third parties but IDL shall, at the Clients request, use its reasonable endeavours to obtain such an assignment in the event that the Client pays all costs and fees involved.

10.2 For the avoidance of doubt nothing in this Agreement shall require IDL to assign rights to its work.

10.3 IDL shall also use its reasonable endeavours to obtain any waiver of Moral Rights or specific consents from holders of Moral Rights to the extent required to enable the work in question to be used for whatever purposes are anticipated as being likely at the time at which such work is obtained.

11. TERMINATION

11.1 The general terms and conditions herein contained shall continue throughout each particular project.

11.2 IDL shall have the right to cease providing services and goods and to cancel commitments incurred for the Client and to treat this Agreement as automatically terminated if:

11.2.1 the Client is more than 45 days in arrears on the payment due to IDL or

11.2.2 if any petition is presented for an administration or winding up order against the Client’s assets or a resolution for winding up is passed; or

11.2.3 it would appear to IDL that the Client is or may become unable to pay any sums to IDL

11.3 In the event of termination of this Agreement, for whatever cause, the Client will pay to IDL all amounts due to IDL in respect of fees, costs, expenses, disbursements or otherwise to the date of termination including the notice period required by this Agreement.

11.4 On satisfaction of all amounts due to IDL under this Agreement, IDL will so far as practicable cooperate with the Client to transfer any property or arrangements to third parties.

12. WAIVER

12.1. The waiver by either IDL of the Client of any breach of any terms of this Agreement shall not be deemed a waiver of any subsequent breach.

13. COMPLETE AGREEMENT

13. 1 This document represents the entire Agreement between IDL and the Client and no variation of its terms shall be valid unless made in writing and signed to both IDL and the Client.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with English law.

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