Terms & Conditions of Business
Below are our standard Terms & Conditions of Business:
Please note that the terms 'Essential', 'The Essential Agency', 'Essential Communications' or 'us' or 'we' refer to Essential Communications Ltd.
These Terms & Conditions of Business are between Essential Communications Ltd, company registration number is 04498253, whose registered office is The Shrubbery, 14 Church St, Whitchurch, RG28 7AB (hereinafter referred to as “Essential Communications”) and the client (hereinafter referred to as “Client”).
This Agreement commences on first instruction from the client and will continue until terminated pursuant to, and in accordance with, the provisions of this Agreement.
The Client appoints Essential Communications on the terms of this Agreement to provide such services relating to the marketing of the Client and its products and services as outlined in the estimates supplied.
The Client agrees to pay the charges of Essential Communications as outlined in the estimate(s) provided and corresponding with the Purchase Order/order acceptance supplied. Additional expenses such as travelling, hotels, flights, courier or other expenses, as may be agreed, shall be itemised on the Essential Communications invoice in addition to this charge. These charges will be those in force at the time of the assignment and will not be varied without written agreement from the Client. VAT, at the then-current prevailing rate, shall be charged in addition.
The Client shall pay all properly submitted invoices within 30 days of receipt in UK Pounds Sterling. Essential Communications reserves the right to enforce advanced payment terms where required and where applicable this will be detailed on the client’s estimate. If the Client fails to pay any invoice on time without due cause Essential Communications may charge interest on the amount outstanding at the rate of 8% above the base rate of Lloyds TSB Bank plc. Property in any goods (as applicable) will not pass to the client until payment has been received in full. Essential Communications retains the right to enter the client’s premises and remove unpaid goods at any reasonable time.
If at any time the Client changes, stops or cancels a project, the Client shall then reimburse Essential Communications for expenses to which it is then irrevocably committed and for reasonable costs in complying with the Client’s request, together with a reasonable proportion of any charge agreed for the task.
5. Permissions & Copyright & Intellectual Property
The Client will obtain all necessary permissions and copyrights with respect to any materials supplied to Essential Communications for use in campaigns including, but not limited to, photography, copy, logos, reports etc.
Essential Communications retains the copyright and intellectual property rights for all creative and/or copywriting concepts, website and software concepts, website and software developments and code until full payment is received by the client for the services supplied (excludes open-source software).
Essential Communications will under no circumstances be liable for any loss of business or profit (whether existing or predicted), costs or damages of whatever nature caused by any delay or failure of the services or products supplied or failure to generate any additional business.
7. Delivery & Damage
Essential Communications is under no circumstances liable for any delay to, damage to or loss of articles after leaving our offices. Claims for damage whilst in transit should be made upon the carriers delivering the goods immediately on receipt.
This Agreement may be terminated by either party giving the notice period as stated in the respective quotation and/or contract, with the exception of fixed-term contracts which run for the term quoted. Where multiple contracts are in place the notice period may vary for each. Where no notice period is stated, Essential Communications’ standard notice period is two months.
Either party may terminate this Agreement by notice in writing if the other party is in breach of this Agreement and fails to remedy the breach within 7 days of the receipt of notice in writing from the party not in breach expressly identifying the breach and requiring its remedy.
The termination of this Agreement by either party is without prejudice to any rights or duties or liabilities of either party against the other which may have accrued up to the date of such termination.
The Client warrants that all statements and information supplied to Essential Communications which purport to be facts will be true and accurate and will not contain anything which is defamatory.
10. Confidentiality & Non Solicitation
Essential Communications and the Client agree to enter into a Non-Disclosure and Non-Solicitation Agreement. Essential Communications will provide its standard document upon request.
Essential Communications reserves the right to include the name and logo of the Client in its own marketing campaigns and on its website.
The Client shall indemnify and keep indemnified Essential Communication against costs and liabilities up to the value incurred by Essential Communications arising out of this Agreement.
Both party’s liability to the other in respect of damages, loss, costs and claims suffered by the other party, whether arising in contract or in tort or otherwise, under or in connection with this Agreement or the Services shall in no event exceed £1,000,000. Essential Communications shall maintain in force appropriate insurance cover.
12. Entire Agreement & Variations
This Agreement sets out the entire agreement between the parties with respect to the subject matter covered by it and supersedes and replaces all prior communications, drafts, agreements or similar undertakings between parties. No variation to the provisions of this Agreement will be effective unless it is in writing and signed by a company director from both Essential Communications and the Client.
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision that comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
15. Force Majeure
Whilst Essential Communications Ltd will endeavour at all times to meet the highest standards, the company cannot be held responsible if the performance of the contract is delayed or prevented due to any cause beyond its control.