Terms & Conditions
Let us market what you make. We are the manufacturing and engineering marketing experts
Terms & Conditions
BACKGROUND:
Conception Marketing Ltd hereinafter provides marketing services to clients. These Terms and Conditions shall apply to the provision of the services by the Conception Marketing Ltd to its clients.
- Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Proposal”, howsoever discussed and agreed, means the description of the Services to be provided, and forms the Agreement entered into by Conception Marketing Ltd and the Client which shall govern provision of the Services;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the UK
“Client” means the party procuring the Services from Conception Marketing Ltd who shall be identified in the Agreement;
“Commencement Date” means the date on which provision of the Services will commence, as defined in the Agreement;
“Confidential Information” means, in relation to either Party, information which is disclosed or made available to that Party by the other Party pursuant to or in connection with the Agreement relating to the business and/or affairs of either party to include information relating to (including the identity) the clients of either party. (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Data Protection Legislation” up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998;
“Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement and will include VAT at the rate applicable at the time of invoicing;
“Personal Data” means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Services” means the services to be provided by Conception Marketing Ltd to the Client in accordance with the Agreement
“Term” means the term of the Agreement as defined therein.
- Terms of Engagement
2.1. By purchasing the Service, the Client acknowledges that it has read these Terms and Conditions, understands them, and agrees to be bound by them.
- Provision of the Services
3.1. Conception Marketing Ltd shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the marketing sector in the United Kingdom.
3.2. Conception Marketing Ltd shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
3.4. Conception Marketing Ltd shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
3.5. Conception Marketing Ltd shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
- Client’s Obligations
4.1. The Client shall use all reasonable endeavours to provide all pertinent information to Conception Marketing Ltd that is necessary for the Service Provider’s provision of the Services.
4.2. The Client may, from time to time, issue reasonable instructions to Conception Marketing Ltd in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
4.3. In the event that Conception Marketing Ltd requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
4.4. If any consents, licences or other permissions are needed from any third parties it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof). Conception Marketing Ltd shall promptly notify the Client if it becomes aware of the need for the client to obtain any consent, licence or permission relevant to the Services or otherwise.
4.5. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of the Agreement shall not be the responsibility or fault of the Service Provider.
- Fees and Payments
5.1. For printing and physical goods, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Conception Marketing Ltd on commencement of the work.
5.2. For retained work billed monthly, unless otherwise stated in the Proposal, the agreed monthly Price shall be payable in full to Conception Marketing Ltd within 30 days of the invoice date.
5.3. For Project work such as (but not limited to) website development, brochure design, etc unless otherwise agreed in writing, the Purchase Price shall be payable to Conception Marketing Ltd as follows:-
5.3.1. 50% non-refundable deposit payable on issue of Client Purchase Order or other Client instruction to proceed, either verbal, by email or other means of communication.
5.3.2. 25% upon the approval of final design concept.
5.3.3. 25% upon final completion / delivery / website ‘go live’
5.4. Conception Marketing Ltd reserves the right to vary the Purchase Price according to further requirements made by the Client subsequent to the agreed Proposal. Any such variation shall be advised by Conception Marketing Ltd in writing and agreed by the Client in writing before either the work proceeds further or any charges are incurred.
- Liability and Indemnity
6.1. Conception Marketing Ltd.’s total liability for any loss or damage, costs or expenses (whether direct, indirect or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), caused as a result of its negligence or breach of the Agreement shall be limited to and in no event shall exceed, the greater of amount originally paid to Conception Marketing Ltd for the Service and the amount of the professional indemnity insurance of the Service Provider.
6.2. Where a deliverable includes goods to be received by the Client:
6.2.1. The passing of risk shall occur on the day of the delivery to the Client.
6.2.2. If goods are received by the Client in any way damaged upon delivery, the Client must advise Conception Marketing Ltd within 24 hours of delivery (or if appropriate in the circumstances such longer period as is reasonable) of the nature of the damage and must retain the Goods as delivered.
6.2.3. Goods remain the property of Conception Marketing Ltd and title remains with Conception Marketing Ltd until payment has been made in full.
- Confidentiality
7.1. Each Party undertakes that, except as provided by sub-Clause 7.2 and as permitted in clause 8 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for two years after its termination or if longer the period during which the disclosure of specific information is likely to be damaging to the goodwill and reputation of the other party:
7.1.1. keep confidential all Confidential Information;
7.1.2. not disclose any Confidential Information to any other party;
7.1.3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4. not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4
7.2. Either Party may disclose any Confidential Information to:
7.2.1. any sub-contractor or supplier of that Party;
7.2.2. any governmental or other authority or regulatory body; or
7.2.3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law but where such disclosure is made to a sub-contractor or supplier then the party making it shall ensure that the recipient is bound by an equivalent duty of confidentiality and terms no less onerous than the terms herein. But for the avoidance of doubt this shall not make Conception Marketing Ltd responsible for third parties whom Conception Marketing Ltd introduces to the Client but whom the Client contracts directly with.
7.3. Conception Marketing Ltd shall not publicise any details of the services provided to the Client unless it shall have first obtained the written approval of the Client but this shall not prohibit Conception Marketing Ltd from including in its credentials (during the term of the agreement only) a reference (in clear reasonable terms) to the fact that it is the provider of services to the Client.
- Data Protection
8.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
8.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and Conception Marketing Ltd is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
- Term and Termination
9.1. The Agreement shall come into force on the Commencement of the Services and shall continue for a defined Term from that date, subject to the provisions of Clause 10.
9.2. The Agreement may not be cancelled following commencement unless a trial or rejection period has been agreed in advance.
9.3. For retained work billed monthly and where no period of retention has been explicitly agreed, the Agreement may be terminated by the Client giving 3 months’ notice in writing.
9.4. Unless otherwise agreed in writing, the Agreement may not be cancelled except by the agreement in writing of both parties and upon payment to Conception Marketing Ltd of such amount as may be necessary to meet the reasonable costs incurred to Conception Marketing Ltd up to the date of cancellation.
9.5. The Client shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition. Any changes or amendments to the agreed Proposal will not be agreed without discussion and mutual consent.
9.6. Conception Marketing Ltd shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
- Effects of Termination
Upon the termination of the Agreement for any reason:
10.1. any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
10.2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
10.3. each Party shall (except to the extent referred to in Clause 7) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents or data in its possession or control which contain or record any Confidential Information.
- Assignment and Sub-Contracting
11.1. Conception Marketing Ltd shall be entitled to perform any of the obligations undertaken by it through any other member of its Group or through approved and suitably qualified and skilled sub-contractors.
- Time
12.1. The times and dates referred to in the Agreement shall be for guidance only and shall not be of the essence of the Agreement and may be varied by mutual agreement between the Parties but Conception Marketing Ltd shall use its reasonable endeavours to comply with any agreed timescales.
- Non-Solicitation
13.1. Neither Party shall, for the Term of the Agreement and for a period of 12 months, after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.
13.2. Neither Party shall, for the Term of the Agreement and for a period of 12 months, after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.
- Compliance and Intellectual Property Rights
14.1. It is the responsibility of Conception Marketing Ltd to ensure that the deliverables comply with all laws, regulations, and codes in the United Kingdom to include but not limited to the provisions of the Data Protection Act 1998 (relating for example to the collection storage and handling of personal data) and do not infringe third party rights. But for the avoidance of doubt this shall not apply in circumstances where Conception Marketing Ltdhas merely been asked by the Client to carry out a specific task and where that task is not of the type where the Client would normally look to and expect Conception Marketing Ltd to have responsibility for legal and regulatory compliance
14.2. Once any work forming part of the service has been paid for, the ownership of the intellectual property rights to the copy, artwork and any imagery created will pass to the Client.
- Law and Jurisdiction
15.1. The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.