1. These terms and conditions should be read and understood (where applicable in conjunction with any quotation provided by Better With JAM) and structure an obligatory agreement between the client(s) and Better With JAM.
2. These terms and conditions apply in full and exclude all other terms and conditions whether provided by the client or any third party unless previously agreed by Better With JAM in writing.
3. Better With JAM, in consideration of the payment to them by client of the fees as accepted in the quotation, agree to provide the goods and/or services described in the same quotation subject to these terms.
4. The client will co-operate with and act in good faith towards Better With JAM and provide on request such source materials including those listed in the quotation.
5. When Better With JAM is in receipt of a signed order form complete with a non-refundable payment of 25% of the total value of works, Better With JAM will commence work. No works will be entered into until such notification and payment has been received. Unless previously agreed in writing and signed by Better With JAM, the client shall pay Better With JAM the monies as prescribed on an official invoice without deduction on receipt of invoice. Our payment terms are 25% upfront, 25% mid project and 50% on completion or 4 equal payments during the life of the project. Other terms on request.
6. Better With JAM shall be entitled to charge a one-off administration payment of £25 or 5% of the invoice value; whichever is the greater, on any overdue payment. Any additional reasonable costs incurred in the collection of such overdue payments will also be payable by the client.
7. Better With JAM may charge additional fees in the event of delays or additional works caused or required by the client, including its failure to provide Better With JAM with such information, materials, instructions, media or approvals, as are reasonably required for the supply of the works, appropriately and/or on time. Better With JAM also reserves the right to make additional charge in the event of changes to the cost of labour, materials, services and other conditions outside of Better With JAM reasonable control, or the client requires the supply of additional or varied works, goods and services in addition from those described in the quotation to which these terms apply. Out of pocket expenses will be charged as and when appropriate and travel expenses charged at a rate of 45 pence per mile.
7.1. Third party fees including but not limited to print, photography and copywriting may be subject to a 10% management fee, to be included in the quotation. Should the client wish to source and manage these third parties then the management fee will not be applied.
7.2 VAT will be payable on all service and project contracts, this will be at the rate in force at the time, as specified by HMRC and will be subject to change as and when that rate is amended.
8. If the client requires any change or alteration to the works stated in the quotation, Better With JAM and the client shall, prior to any change being implemented, will agree the nature of the change, the procedures for implementation of such a change; and the deviation to the quotation in respect of the fees. Better With JAM will continue to provide the goods and/or services described in the quotation until any such change has been formally proposed and agreed by both parties.
9. All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Better With JAM, in supplying the works and under this agreement will vest in and belong to Better With JAM unless otherwise agreed and specified in writing on the Request or otherwise and signed by both Parties.
10. In consideration of, and upon payment of, the fees in full, the client shall have the rights of Use as set out in the quotation. Such rights shall take effect on receipt by Better With JAM of the fees. Where no such rights are specified the client is granted a non-exclusive licence to use the works for the purpose described in the quotation. Rights of Use shall be extended only with the consent of Better With JAM and payment of additional fees.
11. The client undertakes that it will keep secret and confidential the terms of this agreement and any information supplied by Better With JAM in connection with this agreement or the business of Better With JAM (including the Proposal) and the works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Better With JAM prior written consent provided that this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the client prior to the commencement of the negotiations leading to this agreement or which is in the public domain (other than as a result of a breach of this Clause); the client undertakes to Better With JAM to indemnify and hold harmless Better With JAM in full and defend at its own expense Better With JAM against all costs, damages and losses incurred by Better With JAM arising out of its use of the Materials or breach by the client of this clause.
12. The client shall not modify, adapt or translate the works except with the prior written consent of Better With JAM or as otherwise permitted by law where all modifications, adaptations, translations shall belong to and vest in Better With JAM unless otherwise agreed and specified in writing on the quotation.
13. Better With JAM warrants that it will use reasonable efforts to ensure that the works do not infringe the copyright of any third party. However Better With JAM accepts no responsibility for any infringement of copyrights to any third party, this responsibility lies firmly with the client.
14. The client shall inspect the works regularly and inform Better With JAM immediately if it wishes to reject any part of the works which do not comply with the quotation or are defective in material and workmanship; if the works do not comply with the quotation or are defective in material and workmanship Better With JAM’s liability shall be limited to correcting such defects within a reasonable time.
15. Client shall only be entitled to reject the Works because such do not comply with the quotation or are defective in material and workmanship. Rejection without good reason shall be deemed a breach of these terms.
16. Better With JAM’s liability for any loss or damage direct or otherwise and howsoever caused whether intended or not, including negligence, or otherwise shall not exceed the amount invoiced by Better With JAM to the client hereunder. Better With JAM shall not be liable to Client for any consequential loss or damage.
17. When instructions or advice are given or received orally by Better With JAM, it shall have no liability to Client for any misunderstanding or misrepresentation, which may arise in relation thereto except in relation to fraudulent misrepresentations. Better With JAM shall have no liability to the client in respect of the materials.
18. Better With JAM gives no warranty, representation or undertaking in relation to any third party materials or works. Prior to any selection, use or reproduction by the client of works, Better With JAM shall use reasonable efforts to, on reasonable request, provide the client with copies and evidence of such rights, clearances, permissions and licences as shall be necessary for the use of the works by the client.
19. Better With JAM shall be entitled to immediately restrict, suspend or terminate the works and the client’s use of any works and or terminate this Agreement upon the client’s material breach of this agreement (including without limitation the non-payment of any sum as and when due) unless the client remedies such breach within 14 days of its occurrence. Better With JAM will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of Better With JAM including without limitation Internet outages, communications outages, fire, flood, war or act of God.
20. The client may not unilaterally cancel its order of the works or otherwise terminate this agreement (except for material breach by Better With JAM of a fundamental term of this agreement) at any time without full payment of the fees.
21. During the course of this Agreement and for a period of 12 months afterwards, the client shall not solicit the staff or third party contractors of Better With JAM or entice them to transfer their employment or services.
22. INTELLECTUAL PROPERTY RIGHTS All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement will vest in the Company.
23. FORCE MAJEURE Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
24. INDEPENDENT CONTRACTORS Client and the Company are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Client may, in addition to its own employees, engage sub- contractors to provide all or part of the services being provided to the Company and such engagement shall not relieve Client of its obligations under this Agreement. 25. ASSIGNMENT Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
26. SEVERABILITY If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
27. WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
28. NOTICES Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Proposal and Cost Specification Documents or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
29. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
30. NO THIRD PARTIES Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
31. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the law of England and Wales