Standard Terms of Service
These Terms of Service (“Terms”), constitute the entire agreement between us (“PromoVeritas Ltd”) and you (“the Client”). This document forms “the Contract”. All Services carried out by us shall be in accordance with the Contract. Any amendments to the Contract shall be agreed in writing and if they are not, they are not binding on us. By proceeding with the use of our Services, you are accepting these Terms. If you are acting in a capacity as an Agent or Agency, then these Terms are binding on your clients and/or the brands you work for.
Definitions:
“Brief”: This details information such as the Services required and/or the Project including Services added or varied in the course of the Project.
“Cancellation Charges”: The amount payable on cancellation of Services.
“Confidential Information”: Any information in whatever form transferred or disclosed by either of us. It does not include information that the recipient can show (i) is or becomes generally available to the public through no breach of the Contract; (ii) was in the possession of the recipient prior to the Contract and is not otherwise subject to a confidentiality obligation; or (iii) is provided to the recipient by a third party under no obligation of confidentiality.
“Contract”: These Terms and any amendments thereto.
“Fee”: The fee for the provision of the Services and any revised Services.
“Intellectual Property Rights”: All copyright, design rights, registered designs, trademarks, patents, confidential information, ideas, moral rights and all other rights whatsoever whether those rights are registered or not arising from the provision of the Services under the Contract.
“Services”: The design services to be performed by us for you as described in the Brief or added or varied thereafter.
1. Services
1.1 PromoVeritas will perform the Services as set out in the Brief in response to an enquiry from you. Any amendment to the Services, or additional services to be provided by us will incur additional costs and should be agreed in writing by both of us.
1.2 If we need to appoint a supplier to perform any part of the Services, we will use reasonable care and skill to select them, and we will act as a principal at law and not your agent.
2. Fees
2.1 Unless we have agreed something different with you, all Fees are payable within thirty (30) days from the date of our invoice. VAT will be due on the Fees at the rate in place on the date of our invoice.
2.2 Any Services requested by you which are not included within the initial Brief will be priced for separately are also payable within thirty (30) days from the date of such separate invoice or as agreed.
2.3 All Fees are payable in Pounds Sterling unless otherwise agreed.
3. Warranties
3.1 You warrant and undertake (and you will ensure that your client(s) warrant and undertake) that:
3.1.1 all necessary rights, consents, permissions and licenses for the use of all materials supplied to us have been obtained.
3.1.2 We shall not be held liable for any third party claims, copyright infringements, proprietary or other property, intellectual property or other rights, royalty claims or any other litigation resulting from such materials or information supplied to us.
3.1.3 You/ your client(s) will be responsible for verifying that Services required comply with all applicable client(s) industry laws, being all applicable laws and industry recognised and mandatory policies, guidelines or codes in each case from time to time in force issued by statutory, regulatory and industry bodies in the territory, to the extent directly relevant to the provision of the Services (“Industry Laws”) .
3.2 We shall not be liable for any delay or default in relation to the Services which is due to:
3.2.1.1 Your act or omission including an allegation that the use of the Services that are approved by You do not comply with Industry Laws;
3.2.1.2 Any delay on your part in providing information to us necessary to perform the Service or any part of it.
3.2.1.3 Our use of your/your client(s) property and/or any information provided by you or on behalf of your client(s) to us.
3.3 You undertake to indemnify us, our officers, directors, employees and agents from and against all actions, proceedings, claims, demands, costs (including reasonable legal costs) awards and damages however arising directly or indirectly or incurred by reason of any infringement or alleged infringement of any intellectual property or other proprietary right in any material supplied by you/them to us relating to the Services and your breach any other of these Warranties.
4. Intellectual Property
4.1 All present and future Intellectual Property Rights of whatever nature in all final, selected material arising from the Services will remain with us until the Fee is paid in full at which time all Intellectual Property Rights will transfer to you.
4.2 Notwithstanding the above, nothing will be deemed to grant any right or licence to you in the Intellectual Property Rights insofar as they incorporate any tools, including utility models, know-how, proprietary methodologies, systems, software and programmes as are owned and/or utilised by us to generate the Services, or used or developed otherwise in the course of provision of the Services.
4.3 You hereby grant to us a non-exclusive royalty free licence throughout the world in perpetuity to use the final product following the Project as part of a library of works and for the purposes of our own marketing.
5. Data Protection and Data Processing
5.1 It is not envisaged that the provision of the Design Services will involve any Personal Information. As such there is no need for Data Protection or Data Processing agreements. However, if such agreements are required, or data is involved, then it will be handled in accordance with the PromoVeritas standard Privacy Policy available at www.promoveritas.com/privacy policy.
6. Confidentiality
6.1 Except as permitted by the Contract, we each agree we will not disclose the other’s Confidential Information, to any third party and will use all Confidential Information solely for the Services.
6.2 We each agree we wish to receive only that Confidential Information that is necessary for accomplishing the Services and will take all reasonable steps to limit disclosure of Confidential Information to that which is necessary. We will Confidential Information to only our employees or other representatives having a need-to-know in connection with the Services, who have been advised of the confidential nature of the information, and who are bound by confidentiality and non-use obligations substantially similar to those within this section.
6.3 We each agree we will use the same degree of care we use with our own Confidential Information to safeguard each other’s Confidential Information against disclosure and misuse, but in no event less than reasonable care.
6.4 We each agree we may disclose Confidential Information if required to do so by law or by a competent court or legitimate government agency only to the extent legally required.
6.5 Upon termination of the Contract, or otherwise upon written request by the discloser, the recipient will promptly return all Confidential Information or undertake in writing that all Confidential Information has been destroyed, including all material created by the recipient based on or otherwise containing the discloser’s Confidential Information.
6.6 We each acknowledge that any disclosure of any Confidential Information in breach of this section may cause the other harm, the amount of which may be difficult to determine. We will each have the right to apply to a court for an order restraining any threatened or further disclosure of Confidential Information, along with any other relief available at law.
7. Insurance
7.1 We maintain with reputable insurers a suitable policy or policies of insurance to cover our obligations and liabilities under the Contract, including but not limited to global Professional Indemnity Insurance with a limit of not less than £10 Million. Upon reasonable request, we will provide to you evidence of such documentation to ensure continuing compliance with this section.
7.2 We do not provide insurance cover for your materials, equipment and personal effects and are not liable for any loss or damage to your materials, equipment and personal effects including accident, theft, fire, flood, explosion or any other circumstances when loss or damage may occur unless specifically stated within the Brief.
8. Limitation of Liability
8.1 Nothing in the Contract will exclude or in any way limit liability for fraud, or for death or personal injury caused by negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law.
9. Non-Solicitation
9.1 You agree that, during any period in which we are providing Services to you, including but not limited to this Project, and for a period of twelve (12) months afterwards, either on your own or in conjunction any other person, firm, company, business entity or other organization whatsoever, directly or indirectly:
9.1.1 induce, solicit, entice or procure to gain employment or engagement or any contractual or commercial relationship (otherwise than as contemplated by these Terms) with any of our staff, sub-contractors or suppliers,
9.1.2 accept employment or other engagement or any contractual or commercial relationship (otherwise than as contemplated by these Terms) with any of our staff, sub-contractors or suppliers,
9.1.3 you will pay to us the equivalent of such person’s annual gross salary/earnings as such person earned in the preceding twelve (12) month period.
9.2 You shall not approach any third party with whom we have a business relationship with a view to establishing or participating in any business or service which may be competitive with us while we are providing Services to you and for a period of twelve (12) months afterwards.
10. Cancellation of a Project
10.1 If you decide to cancel the Services, after a Brief has been accepted by us you must do so in writing, you will be liable for Cancellation Charges.
10.2 The actual Cancellation Charges will depend on the nature of the Services, the amount of time and costs already committed by us and any third-party costs incurred to which might be incurred at the time of cancellation or as a result of the cancellation.
11. Term and Termination of the Contract
11.1 The Contract will end when all obligations of both parties have been completed.
11.2 We each have the right to terminate the Contract, with cause, with immediate effect on giving written notice of termination to the other following the occurrence of any of the following events at any time during the Contract:
11.2.1 if the other commits a material breach of the Contract which (in the case of a breach capable of remedy) is not remedied within fourteen (14) days of its receipt of a written notice identifying the breach and requiring it to be remedied; or
11.2.2 if the Insolvency Act 1986 is of application and for example, that party cannot pay its debts, takes steps towards voluntary or involuntary sequestration, winding up, administration or an officer is appointed, or it is ceases to trade or threatens to cease to trade; or
11.2.3 any step or event is taken or arises outside the United Kingdom which is similar or analogous to any of the steps or events listed above.
11.3 Termination or Cancellation will not affect any rights or obligations of either of us which may have accrued before termination.
11.4 You will be liable to us to pay all Fees for all Services performed until the date of termination or Cancellation and all third-party costs reasonably and necessarily incurred by us until the end of the termination notice period.
12. Force Majeure
12.1 Neither of us will be liable for any delay in performing or for failure to perform our obligations under the Contract to the extent that and for so long as the delay or failure results from any event of force majeure.
12.2 If any event of force majeure occurs, subject to the affected party promptly notifying the non-affected party in writing of the event of the force majeure, the date(s) for performance of the obligation affected will be postponed for so long as is made necessary by the event of force majeure. If performance is not resumed within thirty (30) days of the date of the affected party’s written notice, the non-affected party may immediately by notice in writing terminate any affected Services. Each party will use reasonable endeavours to minimise the effects of any event of force majeure.
13. General
13.1 Any failure by either of us to enforce any provision of the Contract will in no way constitute a waiver or affect the rights of either of us to require performance by the other party.
13.2 If any part of this Contract is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
13.3 The Contract will be governed by and construed in accordance with the laws of England & Wales.
13.4 We do not intend that the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
Issued January 2020.
Please contact rapiddesign@promoveritas.com if you require a pdf version of these Terms to be sent to you.