The Terms and Conditions of Business (‘The Conditions’) set out below apply to work carried out by any of the Divisions in The Full Time Group – Full Time Training Camps, Full Time Property, Full Time Marketing, Full Time Creative and Full Time Newmedia and we reserve the right to allocate your work to one or more of our Group Divisions.
1. DEFINITIONS
a. ‘We’ means The Full Time Group Limited.
b. ‘You’ means the person, firm, company, organisation or public authority who accepts a quotation from us or whose order for the Services is accepted by us.
c. ‘The Services’ means the services to be supplied by us to you as defined in our quotation and / or your written order (if accepted by us) or otherwise agreed in correspondence between us in accordance with these Conditions.
d. ‘The Information’ means any information, research, lists, databases, leads or other data, design and print collateral generated by us (however recorded or retained) as part of our performance of the Contract.
e. ‘The Contract’ means the contract for the performance of the Services formed in accordance with clause 2.
f. ‘The Conditions’ means the standard terms and conditions of supply and sale set out in this document.
g. ‘Our Duly Authorised Representative’ means Danny Stones, Managing Director.
2. FORMATION OF CONTRACT
a. We shall perform and you shall pay for the Services in accordance with any written quotation from us which is accepted by you or any written order from you which is accepted by us either by despatching our standard order acknowledgement or, where no such acknowledgement is sent, by our starting to perform the Services in accordance with your written order. These Conditions which may be incorporated in our written quotation to you or in our order acknowledgement or supplied to you separately shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by you. Each order, if accepted by us, shall constitute an individual Contract between us and you.
b. Any quotation from us shall be open to acceptance for a period of 30 days from the date thereof and if not accepted within that period shall lapse.
c. No variation to these Conditions shall be binding upon us unless signed by our Duly Authorised Representative.
d. Our employees or agents are not authorised to make any representations concerning the Services unless confirmed in writing and signed by our Duly Authorised Representative. In entering into the Contract, you acknowledge that you do not rely on and will not make any claim in respect of any such representation which is not so confirmed.
e. Except as provided in these Conditions you may not cancel any Contract except with our agreement in writing and on terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the costs of all labour and material used), damages, charges or expenses incurred by us, and claims made against us arising from such cancellation.
3. OUR OBLIGATIONS
a. We agree to perform the Services with reasonable care and skill and if no time is specified for the completion of the Services, within reasonable time.
b. If the Contract specifies a date or dates for the performance of the Services we will endeavour to perform the Services by such date or dates but we do not guarantee that we will be able to meet such date or dates and time for the performance shall not be of the essence of the Contract unless specifically stated therein. We shall not be liable in respect of any claim arising out of or consequent upon our failure to meet such date or dates and our failure shall not entitle you to repudiate or cancel the Contract unless you serve upon us a notice allowing us reasonable time within which to complete the Services and we fail to do so within such extended period.
4. YOUR OBLIGATIONS
a. You agree to provide us with all necessary assistance and information to enable us to perform the Services in accordance with our obligations to you.
b. You agree to provide all necessary information promptly and as and when requested by us to enable us to meet our obligations to you and to ensure the accuracy of all information provided to us.
c. You agree that if any of the information you provide to us changes or is no longer accurate you will immediately provide us with updated accurate information.
d. You agree to comply with our reasonable requests for access to your premises and to co-operate with us at all times to facilitate the performance of the Services.
e. You agree to pay our fees promptly without deduction or set-off.
5. FEES
a. Our fees for the Services (‘the Contract Price’) will normally be set in our quotation or in our order acceptance. In the event that we are asked to start work before the Contract Price is agreed all work will be charged at our current hourly rates which are £60 for Design, £90 for Business or Marketing Consultancy and £60 for Account Management but which are subject to review on the first working day of January of each year.
b. We reserve the right by giving notice to you at any time whether before or after commencement of the performance of the Services to increase the Contract Price to reflect any change in performance dates, quantities or specifications for the Services which are requested by you and accepted by us or any additional work or extension to the Contract resulting from your failure to comply with your obligations under clause 4 of these Conditions. The giving of such notice shall bind both of us to the new Contract Price and shall not entitle either of us to cancel the Contract.
c. Any Value Added Tax, any other tax or duty relating to the supply of the Services shall be added to the Contract Price. All delivery charges, including any express delivery charges to meet urgent time constraints, shall be borne by you.
6. TERMS OF PAYMENT
a. If we are able to approve your credit, the date or dates for payment of our fees will normally be specified in our quotation (or otherwise agreed in writing) and we will render invoices to you on these dates. If we start work before payment dates have been agreed we will render invoices for work done on your behalf at the end of each month of the Contract (or on the 15th day of each month of the Contract). Payment for the Services shall be made within thirty days of the date the invoice is sent to you by us.
b. In all other cases (i.e. in which your credit has not been approved by us) unless otherwise expressly agreed with our Duly Authorised Representative, payment for the Services must be received by us before we perform the Services.
c. In the event that you fail to make payment by the due date, we reserve the right to exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation. The interest payable will be calculated at the rate of 8% above the Bank of England base rate for the time being in force, from day to day from the date of the invoice to the date of actual payment.
d. In the event that you fail to make any payment on the due date as aforesaid then, without prejudice to any other right or remedy available to us, we shall be entitled to terminate the Contract immediately by serving written notice of termination on you or to suspend the supply of any further Services under this or any other Contract with you and / or withdraw your credit facilities.
7. TITLE
a. Property and title to the Information shall only pass to you upon us being paid in full and you shall, until the Services have been paid for, hold all Information as our trustees.
b. You shall not copy or use the Information in any way until we have been paid in full for the Services which resulted in the production of the Information.
c. You shall return to us any Information in your possession for which you have not paid in full immediately upon our written request for you so to do.
d. You hereby grant us an irrevocable licence to enter upon your premises in order to repossess any Information for which you have not paid in full.
e. Any return or repossession of Information pursuant hereto shall not operate as a rescission of the Contract or any other contract to which it relates, and shall be without prejudice to any other rights or remedies available to us.
8. INTELLECTUAL PROPERTY RIGHTS
a. The intellectual property rights, including know-how, patentable ideas, copyright and design right in or relating to any work produced by us pursuant to the Contract belongs to us. This excludes the intellectual property right in any material or information supplied by you.
b. All intellectual property rights, including in particular copyright and design rights in the Services shall remain with us. On payment of the Contract Price you shall have a non-exclusive licence to use the intellectual property rights contained in the Services for the purpose (whether express or implied) for which the Services were ordered by you and supplied by us.
c. It is your responsibility to ensure that (a) any material or information that you supply to us for use in the performance of the Services and / or (b) any designs produced by us on your behalf do not infringe any third party rights and in particular do not infringe intellectual property rights. You agree to fully indemnify us for any loss, expense or damage we suffer should you fail to do so. We in turn will ensure that nothing in the provision of the Services infringes any third party rights but our obligation shall not extend to information or material supplied by you or any designs produced on your instruction. We agree to indemnify you for any loss, expense or damage you suffer if we fail to do so.
9. SECRECY
a. Neither of us shall at any time during or after the performance of the Services divulge or allow to be divulged to any person or make use of any confidential information relating to the business or affairs of the other except to persons who have signed a secrecy undertaking in a form to be approved by us.
b. Both during and after the performance of the Services each of us shall treat as secret ideas and information which are disclosed by the other as confidential and shall use all their reasonable endeavours to ensure that their respective employees shall treat the same as confidential.
10. DATA PROTECTION
Any personal data you have supplied to us will be processed and used only in accordance with our Privacy Policy.
11. LIMITATION OF LIABILITY
a. Nothing in this agreement shall 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 that such liability may not be excluded or limited as a matter of law.
b. Subject to a. our maximum aggregate liability under or in connection with the performance of the Services whether in contract, tort, (including negligence) or otherwise will in no circumstances exceed the Contract Price.
c. Subject to a. we will not be liable under the Contract for the performance of the Services for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
d. Subject to a. we shall be under no liability in respect of the performance of the Services for loss or damage caused by tort (including negligence), breach of contract or otherwise, if the Contract Price has not been paid by the due dates for payment.
e. If you suffer any loss, expenses or damage in respect of our failure to supply accurate information our liability to you shall be limited to the fees for the provision of that part of the Services in respect of which such information was supplied and we shall not, in any event, be liable for the supply of information obtained from a reputable source which is accurately replicated by us which subsequently proves to be inaccurate or misleading.
f. If we should send any work for you to print and we have provided you with a sample for your final approval and if you have approved the sample we shall not be liable for any errors subsequently discovered which could have been discovered from a proper inspection of the sample.
12. TERMINATION FOR BREACH
a. We may terminate the Contract forthwith by notice in writing to you if you fail to pay any of our fees or any part of the Contract Price on the due dates for payment.
b. Subject to a. either party may terminate this contract forthwith by notice in writing to the other if the other
(i) Is in material breach of any of the conditions and, in the case of a breach capable of remedy, fails to remedy such breach within thirty days of receipt of written notice giving full particulars of the breach and of the steps required to remedy; or
(ii) Being a company passes a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction) or a Court makes an Order to that effect; or
(iii) Being a partnership or other unincorporated association is dissolved or being a natural person dies; or
(iv) Becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with his, her or its creditors; or
(v) Has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of his, her or its assets; or
(vi) Ceases, or threatens to cease, to carry on business.
13. TERMINATION CONSEQUENCES
In the event of the Contract being terminated pursuant to Condition 12 –
a. You shall immediately pay to us all arrears of fees and any other sums due under these Conditions and all further fees which would but for the determination of the contract have fallen due on the completion of the performance of the Services, less any agreed discount for any accelerated payments.
b. Either of us shall be entitled to exercise any one or more of the rights and remedies given to us under these Conditions and the determination of this Contract shall not affect or prejudice such rights and remedies and each of us shall be and shall remain liable to perform all outstanding liabilities under the Contract, notwithstanding that the other may have exercised one or more of the rights and remedies against it; and
c. Any right or remedy to which either of us is or may be entitled under these Conditions or in consequence of the other’s breach of Contract may be enforced from time to time separately or concurrently with any right or remedy given by these Conditions or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but are cumulative.
14. FORCE MAJEURE
In the event of performance of the Services being delayed for a period of six weeks or more from the date or dates agreed by reason of war, invasion, hostilities (whether or not war has been declared) civil war or unrest, rebellion, insurrection of military or usurped power, or by any acts of foreign governments, or by reason of status, rules or requests issued by any government department or other duly constituted authority, or strikes, lock-outs, breakdown of plant, or any other cause (whether or not of like nature) beyond our control, either of us may terminate the Contract by notice in writing to the other but without prejudice to our right to payment of our fees for work done prior to the occurrence of any of the aforementioned events.
15. NOTICES
Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by recorded delivery service or transmitted by telex, email, facsimile or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address notified by either of us to the other shall be deemed effectively given on the day when in the ordinary course of transmission it would be first received by the addressee in normal business hours.
16. MISCELLANEOUS
a. Each of us warrants to the other that it has power to enter into this Contract and has obtained all necessary approvals to do so.
b. The invalidity, illegality or unenforceability for any reason of any part of these terms and conditions shall not prejudice or affect the validity, legality or enforceability of the remainder.
c. We reserve the right to sub-contract any of our obligations relating to the Contract.
d. No failure on the part of either of us to exercise any rights under the Contract at any time shall constitute a waiver thereof nor shall any single or partial exercise of any right under the Contract preclude any other or further exercise of any other right. The election by either of us of a particular remedy in the event of default by the other shall not be exclusive of any other remedy and all rights and remedies of either or both of us shall be cumulative and not exhaustive of any other rights or remedies provided by the law.
e. Headings contained in this agreement are for reference purposes only and should not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
f. Each of us shall give notice to the other of the change or acquisition of any address or telephone, telex or similar number at the earliest possible opportunity but in any event within 48 hours of such change or acquisition.
g. A person who is not a party to this agreement has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of this agreement.
h. Any questions, disputes or differences arising under, in relation to or in connection with the Contract – other than an action for the payment of sums owing to us – shall be referred to an Arbitrator to be appointed by the President or the time being of the Law of Society and the submission shall be deemed to be a submission within the meaning of the Arbitration Act 1996 or any statutory re-enactment thereof for the time being in force.
i. The Contract shall be governed by the Laws of England.
