Terms of Business

Unless otherwise agreed in writing these terms of business shall apply to all contracts between Sebastian Conran Associates Ltd. of 2 Munden street W14 0RH Reg. in England No 08131470 (the “Company”) and any client of the company (the “Client”) entered into after July 2000. Printed or standard conditions, which appear on or are referred to in any document of the Client which are inconsistent with these terms of business shall have no legal effect whatsoever.

1. Acceptance of instructions
The Company shall be entitled but not bound to accept oral or written instructions from the Client or any person who appears to the Company to be acting on behalf of the Client. The Company may require written confirmation of oral instructions.

2. Fees and expenses
Fee proposals are (unless otherwise stated) firm for 3 months from the date of the proposal. If the Company’s proposal shall not have been accepted within that period the Company reserves the right to adjust the proposal. Except where the fee proposal is inconsistent with these terms, acceptance of the Company’s proposal by the Client signifies agreement by the Client to the payment of fees and expenses on the following basis:
a) Fees
i) Fees charged by the Company are calculated on the basis of the Company’s current hourly rates and the level of design input required for the Project. ii) On certain projects fees may be calculated as a percentage of the contract value if so stated in the fee proposal; iii) When a fee proposal is made by the Company it is based on the number of hours it is estimated are required to fulfill the Company’s obligations under the Project. It does not include the cost of any bought-in goods and services and any subcontracted items. All fee proposals are subject to variation on account of
(a) changes to the brief requiring extra work that is not allowed for in the fee proposal;
(b) any default delay or other action or omission of the Client;
(c) increases in the Company’s costs or expenses; and
(d) any circumstances beyond the Company’s reasonable control.
b) Expenses
i) The Company will charge the Client for all materials and services supplied to the Company in relation to any Project including the cost of bought-in goods and services and subcontracted items.
ii) The Company will make a charge for specific reprographics and studio materials.
iii) The Company will charge the Client for any travel and subsistence expenses, incurred in relation to any project. International travel outside Europe will be business class travel with the choice of Airline being made by the Company.
iv) The Company will make an overhead recovery charge at the rate of 20% of all expenses incurred for the Client.
c) Payment of Invoices.
Invoices shall be presented according to the fee Proposal and shall be paid in full by the Client within 30 days of the invoice date (“the due date”). The Company reserves the right to render interim invoices. Without prejudice to any other remedy, the Company may charge the Client interest at 8 percentage points above Bank of England base rates on the amount outstanding of any invoice from the due date until payment has been received by the Company in full.
d) Value Added Tax
Value Added Tax shall where applicable be charged on all goods and services supplied by the Company to the Client.
e) Currency
All fee proposals are in sterling and all payments shall be made in sterling.
f) Security for fees and expenses
The Company may at any time require the Client to provide a payment on account in respect of the fees and expenses likely to be incurred in relation to any work commissioned by the Client.

3. Copyright
a) The Company hereby expressly reserves to itself all copyright and other intellectual property rights in the UK and throughout the world in its Designs. For the purpose of these terms “Designs” shall mean all plans, drawings, sketches, artworks, models, written and other materials prepared by or on behalf of the Company relating to a Project.
b) The Client agrees not to make any use of Designs except as specifically agreed in writing between the Client and the Company.
c) The Client warrants that it will have obtained for and, if required by the Company, will assign to the Company all copyright and other intellectual property rights in material supplied by or on behalf of the Client to the Company.
d) The Company reserves the right to make alternative use of any designs or concepts rejected or not selected by the Client for implementation. For the purpose of these terms, any Design for a product for which the Client has not taken steps to put in production twelve months after submission by the Company to the Client shall be deemed to have been rejected unless the Client shall have notified the Company in writing before the expiry of that period that it intends to make use of such Design within a reasonable period after the expiry of that period.

4. Ownership of materials
Any materials supplied to the Company by or on behalf of the Client shall at all times when in the possession or under the control of the Company be at the risk of the Client. The Company shall be entitled to destroy any such materials upon the earlier of two years after they first came into the Company’s possession or the expiry of one month’s notice to the Client given at any time.

5. Confidentiality
The Client and the Company agree that all Designs and other work, information and materials disclosed or supplied one to the other will be confidential between the Company and the Client and will not be disclosed to a third party (other than the employers or freelance staff of either of the Client or the Company) without the prior written authority of the other.

6. Implementation
a) The Client shall be responsible for the implementation of the Project and shall bear all liability arising in respect of such implementation save to the extent that is agreed in writing that the Company shall supervise the implementation of the Project. b) The Client shall be responsible for correcting any errors in artwork and proofs submitted by the Company or any third party (on behalf of the Company) to the Client. The Client shall also be responsible for carrying out checks to ensure that any goods designed by the Company are safe and fit for purpose.

7. Right to Sub-Contract
The Company reserves the right to sub-contract all or any part of its obligations to the Client to specialist services and consultants as appropriate.

8. Outside Contractors and Consultants
The Company shall, if requested by the Client, provide assistance in the selection of outside contractors or consultants for the implementation of the Designs, but in such circumstances the contractual arrangements will be entered into directly between the Client and the contractor or consultant. The Company shall not accept responsibility or liability for the acts or omissions of any such contractor or consultant, and the Company reserves the right to refuse to accept instructions from or execute work for a contractor or consultant appointed by the Client.

9. Cancellation
If the Client is at any time in breach of any of its obligations to the Company or if the Client terminates or substantially alters any Project during its continuance, the Company may, by giving notice in writing to the Client, immediately terminate its obligations made to the Client without prejudice to any accrued rights or claims. In the event of any such termination the Client will become liable to pay the Company immediately fees at the Company’s normal rates for all work done up to the date of termination and all expenses incurred on the Project up to the date of termination.
b) If a Project is being carried out in more than one stage the Client may by giving notice in writing to the Company, terminate the remainder of the Project after completion of any stage.
c) If the Client shall elect to terminate a Project after any stage the Company shall be entitled to invoice the Client in full for all work carried out to the end of that stage.

d) If the Client enters into any arrangement with creditors or is unable to pay its debts or commits an act of bankruptcy or (being a company) if an order is made or a resolution is passed for the winding up of the Client, the Company may by notice in writing to the Client forthwith terminate its obligations to the Client without prejudice to any accrued rights or claims and, in such event, the Client will become immediately liable to pay the Company sums specified as immediately payable on termination under paragraph 9(a).
e) If the Client is in breach of these terms in any way and the Company at its sole discretion takes legal proceedings or steps with a view to taking legal proceedings or uses any other method to recover any sums due from the Client then the Client shall pay to the Company on demand all legal and other costs and disbursements which it may incur whether before or after proceedings are commenced and whether or not such proceedings are commenced.

10. Limitations on Liability
10.1 Nothing in these terms shall exclude or limit liability for death or personal injury resulting from the negligence of either the Company or the Client or their respective servants, agents or employees or for fraud or fraudulent misrepresentation.
10.2 The liability of either party in contract or tort or for negligence or for pre-contract or other representations or otherwise arising out of or in connection with the contract between the parties or the performance or observance of its obligations under such contract and every applicable part of it shall be limited in aggregate to £5,000,000, an amount equal to the Company’s Professional Indemnity insurance cover.
10.3 Neither party shall be liable in contract or tort (including, without limitation, negligence) or for pre-contract or other representations or otherwise arising out of or in connection with the contract between the parties for: a) any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); b) any loss of goodwill or reputation; or c) any special, interest or consequential losses in any case, whether or not such losses were within the contemplation of the parties suffered or incurred by that party arising out of or in connection with the provisions of any matter under the contract between the parties.
10.4 Each party excludes all conditions, terms, representations and warranties relating to the Designs, whether imposed by statute or by operation of law or otherwise, that are not expressly stated in the fee proposal, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.
10.5 Each provision of this paragraph 10 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiry or termination of any contract between the parties.

11. Warranties and indemnities
The Client undertakes to the Company: a) That no materials or information supplied by the Client will if published by or at the request of the Company be defamatory of or be in breach of any intellectual property or other right of any third party; and b) To indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of any breach of sub-paragraph (a) of this paragraph.

12. No right of set off
All sums payable hereunder shall be payable without any deduction and the Company shall be entitled in the event of non-payment to obtain and enforce judgment thereon without any stay of execution pending the determination of any claim by the Client.

13. Staff
During the course of any Project and for a period of one year thereafter neither the Client nor any person, firm or company associated with the Client shall offer employment or any contract for services to any of the employees or freelance staff of the Company who shall have been directly involved in the Project.

14. Notices
Any written notice or other communication required to be in writing under these terms shall be sent by recorded delivery or by facsimile transmission and in the case of a notice by the Company may be addressed to the Client at its last known or usual address and in the case of notice by the Client shall be addressed to the Company at its registered address. b) Any such notice sent by post shall be deemed to have been duly served on the second working day after posting and in proving service it shall be sufficient to prove that the envelope containing the notice was properly addressed, prepaid and posted. Any notice sent by facsimile transmission shall be deemed to be served at the time of transmission.

15. Force Majeure
The Company shall give notice in writing to the Client of any circumstances outside the reasonable control of the Company which may make it impracticable for the Company to carry out the Project and the Company shall be entitled either to resume provision of the Project as and when it is reasonably able to do so, or to regard itself as wholly or partly released from its obligations to the Client.

16. Governing Law
Any contract made on these terms shall in every respect be governed by English Law. Without prejudice to any right the Company may have to take proceedings in any part of the world, the English courts, to whose jurisdiction the Client submits by entering into a contract with the Company on these terms, shall have jurisdiction in the event of any dispute arising out of or in connection with any contract made on these terms.

Markerblock Ltd. Reg. in England No 1917610. 2 Munden Street, W14 0RH.
Tel 020 703 60636. trading as: Sebastian Conran Associates
Email: studio@sebastianconran.com. www.sebastianconran.com