Introduction

These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments may be covered in a separate document called the Scope of Services and Agreed Fee/s, or that of a Term Period Consultant Appointment, which does not do away with in anyway, or override these terms and conditions of the Company save where may be set out below.

General

Unless otherwise agreed in writing by the Company, these conditions shall override any terms or conditions proposed, stipulated, incorporated or referred to by the Client in its order or negotiations and the terms and conditions set out herein, together with any special terms agreed in writing between the Company and the Client constitute the full and complete agreement between the parties.

A contract to sell or supply services or goods shall be created only when either, the Company has accepted in writing an offer from the Client for the purchase by or supply to it of services or goods, or the Client accepts a written quotation of the Company in writing and such acceptance and contract shall be subject to these conditions.

The Company does not undertake to work on an exclusive basis, unless such a basis has been previously agreed and supported by a retainer fee.

All copyright and other intellectual property rights remain with the company unless agreed otherwise. The Company retain the right to withdraw copyright if payment in full has not been received.

No variation to these conditions shall be binding unless agreed in writing between a Board Director of the Company and a duly authorised representative of the Client.

Prices and payment terms

Any tender or quotation will have effect only for 30 days from the date thereof.

The price quoted / tendered by the Company is its fee either for its retainer by the Client or for a project ordered by the Client (as the case may be) and is exclusive of all goods or subcontracted services which shall be quoted to and agreed by the Client before the Company commissions them and shall be payable by the Client in addition to such price.

Any changes to a brief or instructions resulting in extra expenditure or work will be the subject of additional charges to the Client.

The fee agreed with the Client covers all experimental or other forms of work arising from the brief agreed with the Client. No other preliminary work will be undertaken by the Company until an appropriate fee structure has been agreed with the Client.

In addition to agreed fees, the Client shall be responsible for all out of pocket expenses such as samples, accommodation, postage, mileage, etc incurred by the Company. These may be subject to a 15% handling charge. Value Added Tax at the rates prevailing from time to time (or any other similar tax in force from time to time) shall be added to the prices charged by the Company where appropriate.

If after formation of a contract the Client terminates the contract with the Company’s consent before completion, all fees and expenses incurred to that point will become payable immediately together with any cancellation fee as may be agreed. Such fees may be calculated on a time apportioned basis. In any other circumstances the previously agreed fees and all other amounts owing under the contract shall be due to the Company.

The Company’s invoice shall be paid within 30 days of the date of such invoice. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 14 days of receipt, failing which you will be deemed to have accepted that charge is correct and payment then due.

If the client fails to make any payment on the due date then without prejudice to any other right or remedy available to the company, the company shall be entitled to:-

a) suspend performance of services to the Client and

b) charge the Client interest (both before and after any judgement) on the amount unpaid at the rate of 13% per month on balance owed from time of payment due, continuing monthly until payment in full is made.

All material including all concepts, electronic material, printed material, multimedia remains property of The Noble Consultancy Ltd until the invoice has been settled in full. Where work has been taken out for a third party, the end client user only becomes the sole owner of the material when the invoice has been settled in full between The Noble Consultancy Ltd and the contractor.

The Noble Consultancy Ltd reserve the right to start proceedings in claiming back supplied goods or service if the payment terms are not met.

Company Directors agree to be personally liable for the full value of their Company book debt plus notice period on amounts owing to The Noble Consultancy should the business not be able to pay the fee and / or arrears owing at any time the demand to settle is required by The Noble Consultancy. Resignation of a client company Director does not remove this liability for any charges incurred during their tenure and neither does it exclude substituted Directors.

Subcontracts

Wherever the Company enters into subcontracts with suppliers of goods or services the rights and liabilities between the Client and the Company in respect of the goods or services thereby supplied shall correspond with and be limited to the rights and liabilities between the Company and such suppliers and the Client shall not have any further or other rights as against the Company in respect of such goods or services.

All working drawings and artwork must be checked by the Client and signed as correct either on the original or on a facsimile as evidence of their approval.

The Company takes great care to ensure all working drawings artwork is supplied to Clients as specified and responsibility cannot be taken for any errors occurring after approval of artwork. Any corrections arising after such approval shall be charged by the Company to the Client at the Company’s prices from time to time prevailing.

Where the Company at the request of the Client changes rejects or cancels any such subcontract (including in particular but without prejudice to the generality of the foregoing alterations or cancellations to working drawings and artwork or printer’s proofs) the Client shall be liable to pay to the Company such reasonable charges as the Company may raise and such costs charges expenses and damages as the Company may have incurred or suffered as a result of such change rejection or cancellation.

When proofs of work are submitted for the Clients’ approval the Company incur no liability for any errors not corrected by the Client in such proofs. Clients alterations and additional proofs necessitated thereby shall be charged extra. When style type or layout is left to the Company’s judgement by the Client changes made by the Client shall be charged extra.

Marketing results

The Company gives no warranty or representation and no condition of any type is to be included or implied in any contract as to the result or consequences of any design concept or activity undertaken by the Company for the Client or on which the Company has made proposals or given advice and the Client accepts responsibility to the exclusion of the Company for all such results or consequences.

Digital considerations

Sign off and Approval: The Company requires sign off at key stages to proceed with development. The Company will provide clients ample time to review, comment and feedback on the site architecture, structure and design through key stages of the project, identified when specifying and planning. Any amendments to details previously agreed may result in additional charges being incurred.

Launch Window: The Company will support the Client for TWO WEEKS after the site has gone live to fix any previously undiscovered bugs and glitches in the performance of working drawings or artwork over the internet. This does not include changes to the design or functionality not previously discussed. It is the responsibility of the client to test all aspects of the site during this period.

Web browsers: The Company makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Safari, Chrome). The Client agrees that The Company cannot guarantee correct functionality with all browser software across different operating systems and platforms. The Company cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, The Company reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

Site Performance and monitoring: Ongoing content optimisation, site performance in search engines, SEO and site analytics are the responsibility of the Client unless the Company has been instructed to do so as part of an ongoing contract of work.

LIEN

The Company shall have a lien on all goods of the Client from time to time in the possession of the Company for all amounts due to the Company hereunder or however otherwise arising. If the Client does not discharge the said lien within 28 days of it arising by payments of all amounts then due, the Company shall have the right to sell the goods the subject of the lien and to deduct from the net proceeds of sale all amounts due to the Company together with all costs of storage and insurance and the costs of said sale.

General liability

The Company shall not be liable for any loss of profit, damage to property or extra expenditure or any consequential loss or damage suffered by the Client or by any third party through a breach of any of its obligations under the contract or through the negligence of the Company or its employees agents or contractors (except in the case of personal injury or death).

The Company shall be under no liability for any delay loss or damage caused wholly or in part by civil commotion, act of God or by any act done or not done pursuant to a trade dispute whether such dispute involves the Company’s servants or not.

Time shall not be of the essence and the Company shall be granted all necessary time and other indulgences necessary in the event of any circumstances beyond its reasonable control and shall not be liable for any loss or damage caused thereby.

The Client shall indemnify the Company against any claim made by any third party (including all costs demands and expenses in connection therewith) in relation to any projects or operation carried out by the Company to which these terms and conditions relate and its subcontractors agents or employees;

save for any liability in respect of death or personal injury, the Company’s liability to the Client shall not exceed a sum equal to the fee payable by the Client less any amount which is recovered by the Company and or the Buyer from any third party after deducting all costs and expenses incurred or suffered by the Company for such recovery.

The Client acknowledges that the Company’s fees are based on the assumption that the Company’s liability is limited as herein provided.

Commercial rights

The Client and their Directors shall indemnify the Company fully against all costs, expenses, loss or damage awarded against or incurred by it arising as a result of any claim or proceedings for or on account of infringement of letters patent trademark or trade name or registered design or any other rights in relation to goods supplied by the Company and which were manufactured or designed by or to the Company in accordance with specifications and/or drawings produced to the Company by the Client or on its behalf.

The Company reserves the right to be given credit where appropriate in press releases and publicity material.

When a product designed by the Company becomes commercially available the Client will agree to supply the Company with samples for public relations purposes.

Data protection

We confirm that we will comply with the provisions of the General Data Protection Regulation (GDPR) when processing personal data about you.

Processing means:

• obtaining, recording or holding personal data; or
• carrying out any operation or set of operations on personal data, including collecting and storage, organising, adapting, altering, using, disclosure (by any means) or removing (by any means) from the records manual and digital.

The information we obtain, process, use and disclose will be necessary for:

• the performance of the contract
• to comply with our legal and regulatory compliance and crime prevention
• contacting you with details of other services where you have consented to us doing so
• other legitimate interests relating to protection against potential claims and disciplinary action against us.

This includes, but is not limited to, purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns.

Risk

Goods supplied by the Client to the Company or received by the Company as agent or bailee of the Buyer are insured by the Company only for their replacement value and any other or additional loss or damage is at the Client’s risk and the Client shall be responsible for such loss or damage and shall effect such insurance in respect thereof as it may require.

Termination

The company shall be entitled without prejudice to its other rights whether under this contract or under the general law to terminate the contract or at its option to cease to supply any further services or goods in any of the following events:-

a) if the Client has not paid any sum upon its due date

b) if a receiver is appointed over any of the Client’s assets or a winding up petition is presented against the Client or the Client calls a meeting for its winding up or of its creditors or commits any act of bankruptcy or the Company reasonably apprehends that any of these events is likely to take place.

c) if the Client is in material or persistent breach of this contract.

d) The directors of the company need to be persued for the fees as set out under paragraph, Prices and Payment Terms.

Statutory liability

Should any limitation of the Company’s liability contained herein be held to be invalid under any applicable statute or rule of law, it shall to that extent only be deemed omitted, but if the Company thereby becomes liable for loss or damage such liability shall be subject to all other relevant limitations herein contained.

Future dealings

All future dealings between Client and the Company shall be on these standard terms and conditions unless otherwise agreed in writing by a Board Director of the Company.

Proper law

These conditions shall be constructed according to the laws of England and the Company and the Client submit to the exclusive jurisdiction of the Courts of England in connection with any dispute or proceedings arising out of any contract containing these conditions.