Proposals, Deliverables and Changes

1. The Client warrants that any brief or instructions that it provides to the Agent is accurate in all respects.
2. The Agency shall have no Liability for errors in any brief or instructions or details supplied by the Client and the Client is solely responsible for their accuracy.
3. The Job Cost and any pre-set dates for supply (in respect of which time shall not be of the essence) of the Deliverables will be agreed on the basis of the Proposal, and therefore any changes to it after the entering into the Contract, whether resulting from alterations by the Client, delay in providing the Agency with materials, information, instructions or authorisations, supply of faulty materials to the Agency by the Client, or any other circumstances beyond the Agency’s control will be subject to additional charges for the Agency’s time and work and may involve delays in supply for which the Agency shall not be liable.
4. The Agency reserves the right to charge for any additional work carried out as a result of any alterations made to the Proposal for any reason.
5. The Client will pay the additional charges and will reimburse the Agency for all and any costs incurred under clause 5.3 and 5.4.
6. The Client shall indemnify and keep indemnified the Agency for any additional costs incurred by the Agency as a result of clause 5.3, 5.4 and for and against any and all claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of the Agency’s use of any brief, instructions, specifications, details and/or drawings supplied by the Client
7. The Agency reserves the right to make changes to the Proposal as required from time to time by law provided that they do not have a material adverse effect on the quality of the Deliverables. If the Agency does make changes to the Proposal which have a material adverse effect on the Client, then the Client shall have the right to cancel the Contract without Liability.
8. The Client shall be responsible for checking and approving the Proposal and satisfying itself that the Proposal is accurate and adequate for the Deliverables required and more specifically:
9. – in the case of website design by confirming that all site maps, key words, layouts, texts and images are appropriate and in accordance with the Client’s requirements;
10. – in the case of all other Deliverables by confirming that all copy, layouts, scripts, storyboards, designs and images are appropriate and in accordance with the Client’s requirements.
11. If the Deliverables include website hosting services, where the Agency agrees to host the website on a shared server, the Client will not have access to the server unless otherwise confirmed in writing by the Agency

Preliminary and Speculative Work

1. Fees, costs and expenses for services and materials produced or supplied by the Agency prior to the entering into of the Contract or for other services, or materials supplied, designed or produced in accordance with any instruction of the Client (regardless of whether or not the Client subsequently accepts a Proposal or places any order in respect of such work) shall be charged at the Agency’s discretion to the Client unless otherwise agreed by the Agency in writing and the Client shall pay all such charges within 30 days of invoice.

Contract

1. Proposals are not binding or capable of acceptance and are estimates of the work to be carried out and costs to be incurred only (unless stated otherwise) and shall be available for acceptance for a period of 7 days unless otherwise confirmed in writing by the Agency. Proposals may be withdrawn by the Agency at any time during this period by oral or written notice.
2. The Agency shall have the right to refuse to accept any order placed for Deliverables.
3. The Client shall be responsible for the accuracy of any information provided to the Agency to enable it to perform the Contract.
4. The Contract between the Agency and the Client shall come into effect on the Client’s acceptance of the Agency’s Proposal or the Client’s signature of a letter of engagement, whichever is the sooner.
5. If the Client cancels this Contract for any reason it shall have no further recourse against the Agency under this Contract.
6. The Agency reserves the right to charge the Client for any costs incurred by the Agency in the preparation of the Proposal pursuant to Clause 6 below.
7. If the Client approves any Proposal produced by the Agency, then the Client shall have no claim in respect of, nor any right to reject any Deliverables that are provided by the Agency in accordance with the Proposal agreed between the parties.

Where the Agency is engaged by the Client to provide the Deliverables on a continual basis, each delivery of the Deliverables or provision of Deliverables set out in the Proposal shall constitute a separate and distinct contract.