All Clients, by instructing the Designer to supply any Goods or Services, accept the terms of business as set out below.
| 1.1. |
"Agreement" means any agreement made between the Designer and the Client for the supply of Services by the Designer to the Client and which shall incorporate and is subject to these conditions.
|
| 1.2. |
'the Acceptance Tests' means the tests prepared pursuant to clause 4 and 'the Acceptance Date' means the date on which the Services are accepted accepted pursuant to clause 4; |
| 1.3. |
'an affiliate' means in relation to any company any subsidiary or holding company of that company or any subsidiary of the holding company or any other entity controlling or controlled by such company; |
| 1.4. |
'a business day' means a day (excluding Saturdays) on which banks generally are open in the City of London for the transaction of normal banking business, other than solely for trading and settlement in Euros) ; |
| 1.5. |
'confidential information' means all business, technical, financial or other information created or exchanged between the parties in the course of the Project including the existence of the Project; |
| 1.6. |
'the Content' means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials featured, displayed or used or to be featured, displayed or used in or in relation to the Website; |
| 1.7. |
'the Client Content' means the Content provided to the Designer by the Client for use in accordance with this agreement; |
| 1.8. |
"Designs" means any designs or graphics or other images created, originated or worked on by the Designer as part of the Services. |
| 1.9. |
'the Designer Scale' means the standard charges of the Designer for services supplied; |
| 1.10. |
'the Project Timetable' means the agreed timetable for the Project; |
| 1.11. |
"the Services" shall mean all or any goods and services supplied by the Designer including but not limited to graphic, logo, stationary, CD/DVD or Website design or production of promotional material, advertising or artwork and consultancy services. |
| 1.12. |
'intellectual property rights' means any and all patents, trade marks, rights in domain names, rights in designs, copyrights and database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing) rights in confidential information and all other intellectual property rights of a similar or corresponding character which may subsist now or in the future in any part of the world; |
| 1.13. |
"ISP" shall mean an Internet Service Provider. |
| 1.14. |
'the Price' means the sums to be paid by the Client to the Designer as specified in the Agreement in consideration of the performance of the Project; |
| 1.15. |
'the Project' means the delivery of the Website or other Design or other agreed Services, the design and development of any agreed Tool Kit and the production of the Web Pages; |
| 1.16. |
"Design Brief" means the document the Client signs containing the details of the Services and brief/project specification ("Specification"). |
| 1.17. |
'the Project Manager' means the person, if any, for the time being duly appointed by the Designer to act as the Designer's principal representative for the purpose and supervision of the Project as set out in the Agreement; |
| 1.18. |
'the Specification' means the specification set out in the Agreement; |
| 1.19. |
'the Terms of Payment' means the terms of payment of the Price specified in the Agreement; |
| 1.20. |
'the Tool Kit' means a set of guidelines, rules, templates, pages, files, code and documentation required to enable the building of the Website and all of the Web Pages in accordance with the Website Design in a consistent style, look and feel; |
| 1.21. |
"Website" means any website, web pages or other material worked on by the Designer to be included on any website ordered by the Client. |
| 1.22. |
'the Web Pages' means the pages of the Website containing the Content described in the Design Brief and Specification and built using the Tool Kit; |
| 1.23. |
'the Website Design' means the graphical, technical and navigational design as described in the Specification. |
| 1.24. |
In this agreement unless otherwise specified: |
| 1.24.i. |
reference to a subsidiary or holding company is to be construed in accordance with the Companies Act 1985 section 736; |
| 1.24.ii. |
reference to a party is reference to a party to this agreement and includes his permitted assignees and the successors in title to substantially the whole of his undertaking. |
| 2.1. |
An estimate or proposal shall be given by the Designer once the Client has provided the Designer with sufficient information to prepare this. The Client may then instruct the Designer to proceed with the agreed Services and the Clients instructions to the Designer to proceed shall be deemed acceptance of these terms and conditions. If the Client fails to instruct the Designer to proceed within 60 days of any estimate, quote or proposal it shall be automatically deemed withdrawn by the Designer unless the Designer agrees otherwise in writing. |
| 2.2. |
The Designer shall provide or procure the provision of the services of the Project Manager and such other persons as are necessary from time to time in order to complete the Project in accordance with the Project Timetable. The Designer shall ensure that such personnel individually possess suitable skills and experience and that they are as a team suitably qualified to carry out the work comprised in the Project Timetable. |
| 2.3. |
If the Designer gives written notice (in accordance with clause 13.10 above) to the Client agreeing to perform a variation upon the project, design brief or terms already agreed between the parties, this agreement shall be deemed automatically to have been amended so as to include the variation and thereafter the Designer shall perform this agreement upon the basis of such amended terms. |
| 2.4. |
The Designer reserves the right to charge the Client such additional amounts as required in the event the Client requests any alterations and/or additions to the Design Brief or Specification and the Designer, if it agrees to make such alterations and/or additions, shall do so at its convenience and the Client acknowledges that the Designer may not have the time or resources to undertake such changes immediately. |
| 2.5. |
The Client agrees it is fully responsible for provision of all Client content agreed to be included in any Website or Web Pages and shall supply the same to the Designer in an agreed appropriate virus-free electronic format by the agreed deadlines and further for the avoidance of doubt the Client acknowledges and agrees that the Designer shall not be obliged to accept or transcribe any hand written content supplied. |
| 2.6. |
If the Designer's costs incurred in respect of the Services increase due to the following circumstances which may occur after the Client's signs the Design Brief the Designer may at its option at any time before delivery give notice to the Client of an increase in the Agreement price under this Condition due to:- |
| 2.6.i. |
Variation and/or alteration of instructions and/or details and/or a failure by the Client or its representative to provide the same; |
| 2.6.ii. |
Overtime costs incurred if the delivery date does not permit sufficient time for the work to be completed during normal working hours i.e. 9am - 6pm Monday - Friday. |
| 2.7. |
The Designer reserves the right to sub-contract work. |
| 2.8. |
The Client agrees that if so required by the Designer it shall pay for all work carried out at the Client's request whether experimentally or otherwise. |
| 2.9. |
Unless otherwise agreed in writing and signed by both parties the entire copyright, design right and all other intellectual property rights subsisting in or attached to all material created/originated/designed by the Designer (including but not limited to artwork, designs and logos) shall belong to the Designer and shall not be licensed or assigned to the Client other than as provided for in these terms or in the Design Brief. |
| 2.10. |
This Agreement shall operate as a license for the Client to use the Logo/Artwork/Designs/Website/Web Pages/Tool Kit/Services and the intellectual property rights therein as provided for in the Agreement until the date payment is due and, provided that payment in full is made for the Designs and Services to be licensed on or before the date due for payment, this Agreement shall operate as an automatic license (or an automatic assignment of intellectual property rights if this is what is specified and agreed in writing and signed by both parties) for the Client to continue to use the Logo/Artwork/Designs/Website/Web Pages/Tool Kit/Services and the intellectual property rights therein as provided for in this Agreement subject to the terms herein, but, if payment in accordance with the Agreement is not made on or before the date due for payment there shall be no assignment of rights and any right or license that the Client may have had to use the Logo/Artwork/Designs/Website/Web Pages/Tool Kit/Services and/or any intellectual property rights therein contained shall be automatically revoked and the Designer reserves the right to take such action as may be necessary and appropriate in both the civil and criminal courts and all intellectual property rights in the Designs and all Services shall remain the property of the Designer and the Client shall have no further right to use the same in any way prohibited by the Agreement or statute or common law unless otherwise agreed in writing and signed by the Proprietor of the Designer. |
| 2.11. |
All rights and licenses granted to the Client hereunder by the Designer are conditional on the Logo/Artwork/Designs/Website/Web Pages/Tool Kit/Services and the intellectual property rights therein being used only for the purposes agreed in the Agreement and the Client hereby undertakes and agrees to promptly notify the Designer in order to obtain it's approval (which the Designer may withhold in it's absolute discretion) to use the Logo/Artwork/Designs/Website/Web Pages/Tool Kit/Services and any intellectual property rights therein contained for any additional purpose including but not limited to re-design, re-use, re-print or duplication and the Client further warrants and agrees to pay the Designer the appropriate fee as reasonably requested by the Designer for such charges. |
| 2.12. |
The Designer shall not be required to process any matter including but not limited to Client Content, which in its opinion, is or may be of any illegal or libelous nature or an infringement of the proprietary, intellectual property or any other rights of any third party or constitutes unsolicited advertising or promotional material. |
| 2.13. |
The Designer shall be completely indemnified by the Client in respect of any claims, costs, damages fees and expenses arising out of any illegal or libelous matter or any infringement of copyright, patent or design or any other proprietary, intellectual property or personal rights contained in any materials processed for the Client and the indemnity shall extend to any amounts paid on lawyer's or other expert's advice in settlement of any claim. |
| 2.14. |
The Designer shall be at liberty at any time to discontinue work if in the Designer's opinion such work may be libelous or illegal or in breach of any third party rights and in such circumstances the Client shall be liable to pay the Designer for the work carried out prior to the date of discontinuance. |
| 2.15. |
All design concepts, visuals and other information or materials created by the Designer are submitted by the Designer to the Client in strict confidence and the Client hereby agrees to maintain strict confidentiality in connection with all such information, and unless otherwise agreed in writing, the Designer owns all Copyright and other intellectual property rights in them and the right to reproduce any such design remains its property. |
| 2.16. |
The Designer shall not be liable for any problems or delays to completion caused by the Client's failure to supply or deliver any copy including but not limited to final copy or other relevant information on time.
|
| 3.1. |
The Designer makes no representations and provides no warranties as to the accuracy or quality of information received by any person via the Designer's servers and the Designer shall not be liable for any loss or damage to any data stored on its servers. |
| 3.2. |
The Client agrees it shall obtain and maintain insurance cover sufficient to cover all or any losses any or damage to any of its data stored on the Designer's servers. |
| 3.3. |
The Client warrants, represents and undertakes to the Designer that it shall use any Website allocated to it for lawful purposes only. In particular the Client warrants, represents and agrees to the Designer that:- |
| 3.3.i. |
it shall not use the Designer's servers in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will it permit any other person to do so; |
| 3.3.ii. |
it shall not post, link or transmit:- |
| |
(1) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way; |
| |
(2) any material containing a virus or other hostile computer program; |
| |
(3) any material which constitutes or encourages or facilitates the commission of a criminal offence or which infringes any copyright, trade mark, design right, patent or other so-called intellectual property rights or similar rights of any person which may subsist under the laws of any jurisdiction. |
| 3.4. |
The Client agrees to keep secure any identification, password and other confidential information relating to its account with the Designer and shall immediately notify the Designer of any known or suspected unauthorised use of its account or breach of security including but not limited to loss, theft or unauthorised disclosure of the Clients password or other security information; |
| 3.5. |
The Client shall observe the procedures which the Designer may from time to time prescribe and shall make no use of the Designer's servers which is or may be detrimental to the Designer's other Clients; |
| 3.6. |
The Client shall ensure that all mail is sent in accordance with applicable legislation (including but not limited to data protection legislation) and in a secure manner; |
| 3.7. |
In the event the Client is an individual user the Client warrants and agrees that it is at least eighteen (18) years of age and if the Client is a firm, Designer or other organisation it warrants and agrees that the Services shall not be used by anyone under the age of eighteen (18) years old; |
| 3.8. |
Any access to other networks connected to the Designer must comply with the rules appropriate for those other networks; |
| 3.9. |
Whilst the Designer shall use all reasonable endeavors to ensure the integrity and security of its servers it gives no guarantee that the servers will be free from unauthorised users or hackers and shall be under no liability for the consequences of the activities of hackers or other such breaches of security. |
| 3.10. |
The Designer provides no guarantee or warranty in connection with the speed of response times in connection with and use of any Websites. |
| 3.11. |
Whilst the Designer shall use all reasonable endeavors to ensure all Web pages designed and supplied by the Designer pursuant to the Services work in accordance with the Specification agreed with the Client the Designer cannot guarantee any compatibility of the Website with different versions of different browsers used which may cause Web pages to appear in different colours or with a different layout. |
| 4.1. |
At the dates set out in the Agreement the Client shall commence the preparation of the Acceptance Tests. The Designer shall advise the Client in relation to the Acceptance Tests and their selection shall be at the discretion of the Client but is subject to the approval of the Designer not to be unreasonably withheld. The Designer shall only be entitled to reject the Acceptance Tests suggested by the Client upon the basis that they require the Website to operate in a manner not provided for by the Design Brief or Specification. |
| 4.2. |
Following delivery and installation of a Website, the Client shall carry out the Acceptance Tests or procure the carrying out of them at the time fixed. If the Project Co-ordinator in his/her sole discretion considers that the Website has materially failed to pass the Acceptance Tests, he shall promptly give written notice to the Designer specifying why he considers that the Website has failed. On receipt of this notice the Designer shall, subject to clause 4.3, free of charge to the Client determine the causes for the failure and advise the Client of them, and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will pass the Acceptance Tests and perform in accordance with the Specifications (achievement of such passing and performance being referred to as 'successful completion'). Following the making of any such changes the Client shall repeat or procure the repetition of such of the Acceptance Tests as are necessary on the same terms as set out above. |
| 4.3. |
If the Website fails the Acceptance Tests and on investigation pursuant to clause 4.2 this proves to be as a result of an error by the Client, the Designer shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Designer's then current price list. |
| 4.4. |
The Designer shall ensure that successful completion occurs on or before the date set out in the Project Timetable for completion to occur. The date of successful completion shall be the date upon which the Client accepts that it has occurred. If any delay in achieving successful completion is due to delay or error beyond the control of the Designer, the relevant dates set out in the Project Timetable shall be deemed deferred as agreed or determined by an expert's decision. |
| 4.5. |
Risk of loss or damage of any kind to the Website, the software used, the Content or the documentation related to it shall pass to the Client only upon successful completion.
|
| 5.1. |
Whilst every care is taken by the Designer when producing Logos/Artwork/Designs/Websites/Web Pages/Tool Kits or supplying Services and processing digital media, it is the responsibility of the Client to approve and sign for any Logos/Artwork/Designs/Websites/Web Pages/Tool Kits/Services or digital or other media immediately upon receipt thereof whether proofs have been supplied by the Designer or not. |
| 5.2. |
The Designer shall not be liable in any way whatsoever for any alleged defects in Services (including Web pages or Websites) beyond the Designer's reasonable control. |
| 5.3. |
If the Client alleges that the Logo/Artwork/Designs/Website/Web Pages/Tool Kit/Services do not conform to the Client's specification and order whether as to content or quality it shall, subject to the testing and acceptance provisions for Websites in clause 4 above, notify the Designer within five (5) working days of delivery by post, e-mail or facsimile transmission of such allegation and the failure to make such notification shall be deemed to be conclusive evidence of the conformity of the Services to the Client's Order in every respect. |
| 5.4. |
The Designer's liability for defects in the Services caused by the negligence or other breach of the Designer shall be limited to the repair, replacement or re-design by the Designer of the designs, digital or other media at no additional cost to the Client provided that such defect is notified in accordance with clause 5.3 above and all Designs have been returned for scrutiny by the Designer as evidence of the alleged defects. |
| 5.5. |
In any event of liability of the Designer for breach of his contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission including negligence defects/errors in the Services shall be limited to a refund of the invoice price of the Services in respect of which any claim is made against the Designer. |
| 5.6. |
The Designer shall not be liable for any claims for consequential loss of profit or any other loss calculated on a time basis of whatsoever nature. |
| 5.7. |
Where a complaint or a claim has been made in respect of Services proved or alleged to be defective the Designer may suspend further deliveries of any Services under this Agreement which may have the same or similar alleged defects until the validity of such complaint or claim has been finally determined and in such event the applicable delivery/completion dates for Services shall be postponed accordingly. |
| 5.8. |
The Designer shall not be liable for indirect loss or third party claims occasioned by delay in completion of or delivery of Designs or Services or for any loss to the Client in delay of transmission and in particular the Client agrees that the Designer shall not be liable in any way for any loss or damage to the Client's Clients howsoever caused and whether directly or indirectly due to any problem in provision of the Services hereunder and the Client agrees to hold the Designer harmless and keep the Designer fully indemnified in connection with any such costs, claims, damages, proceedings, fees and expenses (including but not limited to legal and professional fees and expenses) and warrants and agrees it has appropriate insurance cover in this respect. |
| 6.1. |
Unless otherwise agreed in writing and signed by the Proprietors of the Designer payment must be made in accordance with the terms agreed in the Design Brief section of this Agreement. |
| 6.2. |
The Designer reserves the right to charge and be paid interest on all sums due from the Client at the rate from time to time in force in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from the date upon which payment is due until the date upon which it is received as well before as after any court judgement. |
| 6.3. |
Invoices are payable in full and the Client shall not be entitled, for any reason whatsoever, to withhold or set-off payment. |
| 6.4. |
The time of payment shall be the essence of the Agreement. |
| 6.5. |
All payments must be made in UK pounds sterling (or, if previously agreed in writing by both parties, in euros). |
| 6.6. |
In the event the Designer is VAT registered VAT shall be charged in accordance with the then current rate in English law. |
| 6.7. |
Dishonoured or returned cheques will be charged at £50.00 per presentation. |
| 6.8. |
Without prejudice to any other rights or remedies of the Designer under this Agreement, if any sum payable is not paid on or before the due date, the Designer shall be entitled to suspend provision of the Services and withdraw any rights or licenses to the Client forthwith. |
| 6.9. |
The Designer shall be entitled to recover from the Client their reasonable incidental expenses for materials used during the Project and for third party goods and services supplied to the Project, subject to the following provisions: |
| 6.9.i. |
the Designer shall provide a monthly summary if required of third party expenses incurred by them in connection with the Project and reserve the right to invoice for such expenses on a monthly basis with reasonable supporting documentation; |
| 6.9.ii. |
any third party expense that is reasonably expected to be more than £50 in relation to any particular matter shall require the prior approval of the Client before it is incurred; |
| 6.9.iii. |
the third party expenses to be reasonably incurred by the Designer in connection with the Project shall not exceed £50 in total; thereafter any third party expenses to be incurred by the Designer shall require the prior approval of the Client; |
| 6.9.iv. |
any expense to be incurred by the Designer as a consequence of any amendment agreed by the parties to the terms of the Project shall be agreed by the parties and for the avoidance of doubt shall be outside the scope of the provisions outlined immediately above. |
| 6.10. |
An interim invoice of 40% of quotation value will be issued when the client has confirmed the design brief (unless otherwise agreed with Red Favourite Design). Payment must be recieved before further work is undertaken on the design.
|
| 6.11. |
An interim invoice will also be levied for 35% of the total quotation value if the client content is not received within thirty (30) days of the design brief confirmation (unless otherwise agreed with Red Favourite Design).
|
| 6.12. |
The final invoice will be issued on completion of the project at sign off.
|
| 9.1. |
if the Client fails to pay any sums due to the Designer as and when they fall due the Designer may suspend the Services and/or terminate this Agreement forthwith without notice; |
| 9.2. |
if the Client is in breach of any of these terms and conditions and fails to remedy such breach (if such breach is capable of remedy) within thirty (30) days of receipt from the Designer of a notice specifying the breach and requiring its remedy the Designer may terminate this Agreement forthwith by notice in writing; |
| 9.3. |
if the Client is a Company and goes into insolvent liquidation or has an administrator, receiver or administrative receiver appointed over the whole or and part of its assets or if it enters into any voluntary arrangement with its creditors or otherwise becomes unable to pay its debts when they become due or if the Client is a sole trader or a firm becomes bankrupt or has a bankruptcy petition issued against it the Designer shall be entitled to terminate this agreement forthwith without notice to the Client; |
| 9.4. |
on termination of this Agreement or suspension of the Services all licenses granted by the Designer may be revoked and the Designer shall be immediately entitled to block the Client's Website and to remove all data located on it and shall be further entitled to delete all such data but may, at its discretion, hold such data for such period as it may decide and allow the Client to collect the same at its expense, subject to payment in full of any outstanding amounts payable to the Designer by the Client. The Designer shall also have the right to post such notice in respect of the non-availability of the Website as the Designer sees fit. |
| 9.5. |
Termination of this Agreement shall not affect any pre-existing liability of the Client or affect any right of the Designer to recover damages or to pursue any other remedy in respect of any breach by the Client of the Agreement. |
| 9.6. |
In the event of termination of the Agreement by the Designer due to any breach by the Client of the terms of the Agreement the Designer shall be entitled to the balance of all outstanding payments which would, but for the termination, have accrued due up to the earliest date on which the Agreement could have been terminated by the Client in accordance with the terms of the Agreement. |
| 10.1. |
Every effort will be made to carry out the Agreement but its due performance is subject to suspension or cancellation by the Designer or to such variations as the Designer may find necessary as a result of inability to secure labour, materials or Designers, or as a result of any act of God, illness, accident, war, strike, lockout or any other labour dispute, fire, flood, drought, legislation or other cause (whether of the foregoing class or not) beyond the control of the Designer. |
| 10.2. |
Neither party shall be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party ('an event of force majeure'). |
| 10.3. |
The party relying on the clause 10. ('the Affected Party') shall promptly notify the other party ('the Other Party') of the nature and extent of the circumstances giving rise to the event of force majeure. |
| 10.4. |
If the event of force majeure in question prevails for a continuous period in excess of [three] months after the date on which it began, the Other Party may give notice to the Affected Party terminating this agreement. The notice to terminate must specify the termination date, which must be not less than [30 days] after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice. Neither party shall have any liability to the other in respect of termination of this agreement due to an event of force majeure, but rights and liabilities that have accrued prior to termination shall not be affected. |
Each party to this Agreement undertakes to the other that it shall keep and shall procure that its directors, employees, agents and contractors shall keep secret and confidential and shall not use or disclose to any other person any Confidential Information or material of a technical, financial or commercial nature relating in any manner to the business, products or services of the other party which the first party may receive or obtain or otherwise acquire incidental to the performance of this Agreement provided that this shall not include information which is already in the public domain or information which a party has the right to or is obliged to communicate to a third party pursuant to any legislation or Government order.
| 12.1. |
All disputes at any time arising between the parties that cannot be resolved by the Project Manager and the Client may in the first place be referred to the finance directors of the parties. If they are unable to resolve the dispute, it may be referred to an expert. |
| 12.2. |
The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties, or if they fail to agree shall be appointed by the President for the time being of the Law Society. |
| 12.3. |
The parties shall promptly furnish to the expert all information reasonably requested by such expert relating to the particular dispute, imposing appropriate obligations of confidence. |
| 12.4. |
The expert shall be required by the parties to use all reasonable endeavors to render his decision within 30 days following his receipt of the information requested or if this is not possible so soon thereafter as may reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective. |
| 12.5. |
The parties shall share the fees and expenses of the expert equally. The decision of the expert shall be final and binding upon each of the parties. |
| 12.6. |
The dates set out in the Specification shall be postponed by a period to be agreed between the parties or determined by the expert. |
| 12.7. |
For the avoidance of doubt the provisions of this clause provide for a form of advanced dispute resolution and are not a reference to arbitration. |
| 13.1. |
In these conditions the headings are for reference only and words in the singular include the plural and vice versa and references to any gender shall include the others. |
| 13.2. |
These conditions shall apply to the Agreement to the exclusion of any other terms and conditions contained in or referred to in any order, letter or other communication sent by the Client to the Designer and the provisions of these conditions shall prevail unless expressly varied in writing and signed by both parties. |
| 13.3. |
[Subject to the provisions of clause 13.4] neither party shall assign, transfer, sub-Contract, or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. |
| 13.4. |
The Client shall be entitled without the prior written consent of the Designer to assign, transfer, sub-Contract or in any manner make over the benefit and/or burden of this agreement to an affiliate or to any company with which the Client may merge or to any company to which it may transfer its assets and undertaking, provided that the affiliate or other company undertakes and agrees in writing to assume, observe and perform the rights, powers, duties and obligations of the Client under the provisions of this agreement being assigned, transferred or otherwise made over.] |
| 13.5. |
The Client agrees that during the term of this agreement and for an additional period of six (6) months after termination, the Client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to Agreement with or entice to leave any employee of or Contractor to the Designer engaged in the performance of the Services without the prior written consent of the Designer. |
| 13.6. |
Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this agreement or any other agreement referred to in this agreement. The text of any press release or other communication to be published by or in the media concerning the subject matter of this agreement shall require the approval of each party. |
| 13.7. |
A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given. |
| 13.8. |
No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege. |
| 13.9. |
No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties |
| 13.10. |
Any notices under this agreement shall be in writing and shall be sent by pre paid registered post or recorded delivery to the relevant address given in the Agreement or to such address as the recipient may have notified to the other party via email for that purpose. |
| 13.11. |
This Agreement shall be governed exclusively by the Law of England and the Client hereby accepts the jurisdiction of such Courts, whether in England or otherwise, as the Designer may nominate for the purpose of trying any Action out of this Agreement. |
