Nicholson Associates Terms & Conditions of
business:
1. The Services
1.1 Nicholson
Associates ("Nicholson") shall provide to the client ("the
Client") the services as detailed in the annexed quotation
(the Services) subject to these Terms and Conditions.
1.2 Nicholson
shall not commence any work in respect of the Services until
it has received written acceptance from an authorised
representative of the Client of the Client’s acceptance of
Nicholson’s quotation and these Terms and Conditions.
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2. Quotation
2.1 Nicholson
reserves the right to revise any quotation upwards to reflect
its current charges for the Services provided at the time of
supply of the invoice or in the event that any Services to be
provided should develop unforeseen complications, the Client’s
changed, further or insufficient instructions necessitate
greater work on the part of Nicholson, the Client supplies
inaccurate material or delays the supply of materials or the
Client unreasonably delays the provision of Nicholson’s
Services.
2.2 Subject to
paragraph 2.1 above, a quotation shall remain valid for a
period of thirty days.
2.3 All charges
quoted shall be exclusive of VAT for which the Client shall be
additionally liable at the applicable rate from time to time.
2.4 Nicholson
reserves the right to charge the Client for any reasonable
additional costs directly incidental to the provision of the
Services with the exception of the cost of first class post.
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3.
Payment
3.1 Nicholson
reserves the right to charge the Client a deposit to be
payable upon formation of the agreement for the provision of
the Services.
3.2 The Client shall
satisfy any invoice in full without any set-off or deduction
within 14 days from the date of the invoice.
3.3 Nicholson
reserves the right to supply interim invoices for the
provision of the Services.
3.4 If Nicholson
commences work for a Client and the parties have not agreed
the charge for the Services this shall be determined by
Nicholson.
3.5 If payment is not
made on the due date, Nicholson shall be entitled, without
limiting any other rights it may have, to charge interest on
the outstanding amount (both before and after any judgment) at
the rate of 8% above the base rate from the due date until the
outstanding amount is paid in full. Such interest shall accrue
on a daily basis and be compounded quarterly. Nicholson
reserves the right to claim interest under the Late Payment of
Commercial Debts (Interest) Act 1998.
3.6 Upon termination
of the agreement by either party Nicholson is entitled to
submit an invoice for the charges incurred to date.
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4. Sub-Contractors
4.1 Nicholson shall
be entitled to appoint sub-contractors to provide any part of
the Service.
4.2 If the Client or
Nicholson nominate or appoint sub-contractors to work with
Nicholson for the provision of the Services Nicholson shall
have no responsibility or liability for the performance, act
or omission of such nominated sub-contractors.
4.3 Nicholson
reserves the right to withdraw co-operation from any nominated
contractors appointed if the performance or actions of such
person(s) shall prevent Nicholson fulfilling its obligations
under these Terms and Conditions.
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5. Confidentiality
5.1 Nicholson shall
not disclose to any third party any information contained in
materials or instructions provided by a Client which have been
designated as confidential by a Client without the express
authorisation of the Client.
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6. Intellectual Property
Rights
6.1 All intellectual
property rights including the copyright in any text created by
Nicholson and provided to a Client for the purpose of use by
the Client for publication in any form shall vest in Nicholson
until such time as the Client has paid in full for that part
of Nicholson’s Services which relates to the creation of the
text. At the point of payment by the Client Nicholson consents
to the automatic assignment to the Client of such rights
unless otherwise agreed in writing.
6.2 Where, subject to
clause 8.3, the Client has approved the Services and has
possession of the work that is the subject of the Services but
Nicholson has not yet received the payment or payment to
Nicholson is delayed because of other Services to be supplied
then Nicholson grants the Client an exclusive, royalty-free
licence until the receipt of the payment for that part of
Nicholson’s service which relates to the creation of the text.
6.3 Nicholson shall
retain the intellectual property rights including copyright in
any written advice provided to a Client by way of public
relations advice and other materials supplied for the purposes
of media training. Nicholson grants the Client a
non-exclusive, royalty free perpetual licence over any
intellectual property rights it may hold in the materials
supplied for the purposes of media training but shall retain
the intellectual property rights in any advice provided by way
of public relations advice.
6.4 The Client grants
to Nicholson all relevant licences it may need to use and
reproduce any material supplied to Nicholson by the Client.
6.5 The Client
warrants that any materials supplied and their use by
Nicholson will not infringe the copyright or other rights of
any third party and the Client shall indemnify Nicholson
against any loss, damages, costs, expenses or other claims
from any such infringement.
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7. Termination
7.1 Either party may
(without limiting any other remedy) at any time terminate the
agreement by giving written notice to the other if the other
commits any breach of the agreement including these Terms and
Conditions and (if capable of remedy) fails to remedy the
breach within 30 days after being required by written notice
to do so.
7.2 Either party may
also terminate the agreement immediately and without notice if
any steps are taken to place either party into liquidation,
establish a corporate voluntary arrangement or administration
order or place either into administrative receivership or, in
the case of an individual or partnership, if a bankruptcy
petition is presented to court, a bankruptcy order is made or
an individual voluntary arrangement entered into.
7.3 Nicholson may
terminate this agreement by notice in writing if the Client
substantially amends its instructions to Nicholson without
Nicholson’ s prior acceptance.
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8.
Liability
8.1 The Client shall
at its own expense retain duplicate copies of all material
supplied to Nicholson and insure against their accidental loss
or damage. Nicholson shall have no liability for any such loss
or damage howsoever caused. All material shall be at the sole
risk of the Client from the time of delivery to Nicholson.
8.2 Nicholson shall
have no liability to the Client for any loss, damage, costs,
expenses or other claims for compensation arising from any
material or instructions given to it by the Client which are
incomplete, inaccurate or illegible or arising from their late
arrival or non-arrival or any other fault of the Client.
8.3 Nicholson shall
seek the Client’s written approval of all written work
produced for the purpose of publication by the Client. The
Client shall be responsible for checking and approving all
such work on submission by Nicholson and the Client shall be
responsible for any errors in the work which have been
approved by it. The Client gives Nicholson a full indemnity
against all liabilities following from any written work
produced for a Client by Nicholson.
8.4 All times, dates
or periods specified may be extended or altered by agreement
in writing and time shall not be of the essence of the
agreement.
8.5 Except in respect
of death or personal injury caused by Nicholson’s negligence
Nicholson shall not be liable to the Client by reason of any
representation (unless fraudulent) or any implied term, or any
duty at common law, or under the express terms of the
agreement for any loss of profit or any indirect, special or
consequential loss, damage, costs, expenses or other claims
which arise out of the provision of the Services or their use
by the Client, and the entire liability of Nicholson under or
in connection with the agreement shall not exceed the amount
of Nicholson’s charges for the provision of the Services.
8.6 Nicholson shall
not be liable to the Client or be deemed to be in breach of
this agreement by reason of any delay in performing or any
failure to perform any of Nicholson’s obligations in relation
to the Services, if the delay or failure was due to any cause
beyond Nicholson’s reasonable control such as but not limited
to war, industrial disputes, civil commotion, fire, computer
failure, accident or disaster.
8.7 The risk in text
or materials forming part of any Services provided to a Client
shall pass to the Client after the point that Nicholson has
sent the text or materials to the Client whether via
electronic means, facsimile, post, courier or in person.
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9.
General
9.1 These Terms and
Conditions are governed by the laws of England and the parties
submit to the exclusive jurisdiction of the English courts.
9.2 Any quotation and
other materials provided as part of the quotation process
which have been accepted by the Client subject to clause 1.2
and these Terms and Conditions represent the whole of the
understanding between the parties in respect of the supply of
the Services.
9.3 If any provision
in this agreement is judged to be illegal or unenforceable the
remainder will not be prejudiced and will remain valid and in
force.
9.4 Any such notice
to be served under these Terms and Conditions shall be in
writing and sent or taken to the recognised place of business
of either party.
9.5 No failure or
delay by either party in exercising any of its rights under
the agreement shall be deemed to be a waiver of that right,
and no waiver by either party of any breach of the agreement
by the other shall be considered as a waiver of any subsequent
breach of the same or any other provision.
9.6 No variation of
amendment to these Terms and Conditions shall be valid and
binding on the parties unless agreed in writing by an
authorised representative of Nicholson and the Client.
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