1 Agreement, offers and confirmation

1.1  These General Terms and Conditions apply to the exclusion of any purchase or other conditions of the client to the preparation, content and performance of all agreements between the client and the contractor.

1.2  All offers are without commitment and are valid for six months. Prices quoted may be subject to change owing to unforeseen changes in the work. Prices are exclusive of VAT and other government levies. The rates and offers quoted will not automatically apply to future commissions.

1.3  Commissions must be confirmed by the client in writing. If the client fails to do so but consents to the contractor commencing the work commissioned, the terms of the offer will be deemed to have been agreed.

2 Performance of the agreement

2.1  The contractor must make every effort to perform the work commissioned carefully and independently, to promote the client’s interests to the best of his ability and to achieve a result that is useful to the client.

2.2  The client must do any and all things that are reasonably necessary or required to enable the contractor to deliver punctually and properly, in particular by supplying (or causing the supply of) complete, sound and clear data or materials in a timely manner.

2.3  Unless otherwise agreed the overall activities do not fall within the scope of the work commissioned to the contractor.

3 Engagement of third parties

Unless otherwise agreed, instructions to third parties to be given in the context of executing the work commissioned will be given by or on behalf of the client. At the client’s request the contractor may act as an agent for the client’s account and risk. The parties may agree on a fee for such services.

4 Intellectual and other property rights

4.1  Unless otherwise agreed, all intellectual property rights arising from the work commissioned – including patents, design rights and copyrights – will vest in the contractor.

4.2  Unless the work is not suitable for that purpose, the contractor will at all times be entitled to imprint his name on or in or to remove it from the work.

4.3  Unless otherwise agreed, all design drawings, illustrations, design sketches, films and other materials or (electronic) data files made by the contractor in the course of executing the design will remain the contractor’s property, irrespective of whether they were made available to the client or to third parties.

5 Fees and additional costs

5.1 In addition to payment of the agreed fee, the contractor will be entitled to reimbursement of any costs incurred by him in the performance of the work commissioned.

5.2 If the contractor is required to perform more or other work due to late delivery or non-delivery of complete, sound and clear data and/or materials, or any change or error in instructions or briefings, such additional work will be charged separately on the basis of the contractor’s usual fees.

6 Payment

6.1  Payments must be made within 30 days of the invoice date. If the contractor has not received payment (or payment in full) at the end of that term, the client will be in default and will owe interest at the statutory rate.

6.2  The contractor will have the right to invoice the client at monthly intervals for work performed and costs incurred in the performance of the work commissioned.

7 Notice of termination and dissolution of an agreement

7.1  If the client gives notice of termination of an agreement, he must pay, in addition to damages, the contractor’ s fee and the costs incurred in connection with the work performed until that date.

7.2  If the agreement is terminated by the contractor on the grounds of breach by the client in the performance of the agreement, the client will be required to pay, in addition to damages, the contractor’s fee and the costs incurred in connection with the work performed until that date. In this context any conduct by the client on the grounds of which the contractor cannot reasonably be required to complete the work commissioned will also be regarded as breach.

8 Liability

8.1  The contractor will not be liable for:
a) errors or defects in materials supplied by the client;
b) misunderstandings, errors or defects in the performance of the agreement if such misunderstandings or errors were caused by acts of the client, such as late delivery or non- delivery of complete, sound and clear information and/or materials;
c) errors or defects by third parties engaged by or on behalf of the client;
d) inaccuracies in offers made by suppliers, or prices quoted by suppliers being exceeded;
e) errors or defects in the design or errors in the text/data.