ADSTORM LTD TERMS & CONDITIONS
These terms & conditions are made effective by and between The Client and AdStorm Ltd (The Agency) on the date The Agency first carries out Services at the request of The Client.
“Services” are any activity reasonably carried out by The Agency on request of The Client. Services include but are not limited to;
(i) Work to prepare and submit a tender, pitch or offer (Pitch Services).
(ii) Any other Services (Marketing Services).
“The Client” is any company or individual or other body that instructs or requests The Agency to carry out Services.
“The Agency” is either Precis Marketing Ltd, UK, or AdStorm Ltd, as indicated in your invoice.
“Creative Rights and Materials” are defined as all work, rights, titles and interest in work resulting from Services, including but not limited to plans, copyrights, drawings, concepts, ideas, advertisements, market analysis, strategies, marketing materials, presentations and any other thing of value generated therein.
The Agency is in the business of providing marketing and advertising services for a fee.
The Agency and The Client hereby agree as follows:
The Client engages The Agency to supply, and The Agency agrees to supply to The Client, certain services in connection with The Client’s marketing requirements as follows:
A. Prepare and submit to The Client estimates of costs and expenses associated with proposed marketing campaigns.
B. Analyse The Client’s marketing requirements, strengths, weaknesses, opportunities and threats.
C. Conceive, create and submit to The Client marketing and advertising ideas, plans and programs.
D. Design and prepare marketing deliverables.
E. Order advertising space, endeavouring to secure efficient placement and advantageous rates.
E. Perform such other services as The Client may request from time to time.
2. Compensation for Pitch Services.
A. In instructing The Agency to prepare and submit Pitch Services The Client is confirming that he intends to engage an external company to provide Marketing Services, and that he is considering engaging The Agency.
B. The Agency shall provide Pitch Services in return for compensation of any kind its directors see fit, including but not limited to; a fee, the chance of a fee, the chance to be considered in a tender, the promotion of The Agency, the gaining of a skill or knowledge, or any other gain considered by the Directors of The Agency to be beneficial to the Agency.
C. If The Client deliberately misrepresents the nature or likelihood of compensation The Agency shall receive for Pitch Services, The Client shall reimburse The Agency for the Pitch Services according to double The Agency’s standard rates used to assess Marketing Services.
D. If The Agency is successful in its pitch, The Client intends to engage The Agency and The Agency intends to provide to The Client, Marketing Services, as set forth in this Agreement.
3. Compensation for Marketing Services
A. For activities compensated on a commission basis The Agency shall receive 20 percent of;
(i) the gross media charges for Advertising
(ii) the charges of suppliers of other services or properties
B. The Agency’s reasonable out of pocket expenses shall be reimbursed by The Client. Travelling time to and from customer premises is not generally included in our estimate. The Agency reserves the right to make a charge for travelling time at our normal consultancy rates, plus travelling expenses at 45p per mile.
C. For projects not compensated on a commission basis, The Client shall pay The Agency on an hourly basis for services provided. If the rate is not agreed within the terms of the project proposal then The Agency’s standard hourly rates shall apply, those being;
(i) £25 administration
(ii) £75 graphic design
(iii) £75 project management
(iv) £100 marketing consultancy, strategy, message development
(v) £75 internet consultancy
(vi) £40 telemarketing
(vii) £50 all other work
D. The agency shall prepare an estimate of charges and external costs for such projects in advance and make reasonable endeavours to comply with the estimate.
E. The Agency may, by agreement in advance, provide a fixed quote for any project. The price quoted shall be reasonably varied if The Client makes additional demands, or the project definition or other circumstances change subsequent to the quote.
A. The Agency shall invoice the Client for Marketing Services upon completion, unless it is agreed in advance that stage payments or advance payment will be made.
B. The Client shall make its best endeavours to pay promptly and to pay for large expenses in advance of The Agency’s payment date.
C. The Client shall pay invoices within 30 days of the invoice date or as stated on the invoice.
D. When an invoice is queried, the Client shall not withhold payment for goods or services other than the specific invoice or part thereof that is subject to aforementioned query.
E. Payment withheld from The Agency either unreasonably or despite being due shall be due interest at the Bank of England base rate plus 5% per calendar month.
The Agency may provide services to, and otherwise be affiliated with any direct or indirect competitor of The Client, unless agreed otherwise in advance.
6. Ownership and Use.
A. The Agency shall retain ownership of all Creative Rights and Materials until The Client has paid The Agency in full for its services in preparing them, and any licenses in the mean time shall be considered temporary and their term shall end on the day payment becomes due. Payment received shall be applied to the invoice having the earliest due date.
B. Upon payment, Creative Rights and Materials are licensed to The Client for the express purpose only and the client agrees to regard them as a finished end-product. As such they may not be modified or reverse engineered to create new works for any other purpose without AdStorm’s express permission. The Client recognises that third parties may own some aspect of the Creative Rights and Materials, such as stock photography, and the Client agrees to indemnify AdStorm against any claim arising out of The Client’s breach of this condition or extension of the use. If at any time The Client is overdue on its payments then AdStorm reserves the right to temporarily revoke any and all licenses with impunity, even for unrelated projects.
C. The Client shall return The Agency’s property on demand.
D. In return for The Agency’s Pitch Services, The Client grants The Agency exclusive rights to use The Creative Rights & Materials to develop marketing materials for The Client.
E. Unless otherwise stipulated The Client grants The Agency rights to reproduce and publish The Creative Rights and Materials for the purposes of its own promotion.
7. Indemnification and Insurance.
The Client agrees to indemnify The Agency against any claims, loss, liability, damage or judgment suffered by The Agency resulting from the Agency’s use of any material provided by The Client or used by the instruction of the client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
A. The Agency will make reasonable endeavours to deliver the quantity ordered, conditional upon a margin of 10% excess or shortfall being allowed.
B. The remedy for an incorrect quantity shall be limited to reducing the manufacturing price in proportion to any shortfall.
A. Proofs may be submitted to The Client, who shall exercise all reasonable care in correcting them. Approval by The Client of proofs shall be deemed The Client’s acceptance of all responsibility for errors therein.
B. In situations where no Client representative is available to check such proofs and The Agency elects to proceed for the sake of timely product delivery or other good reason, The Agency shall exercise reasonable care, but shall incur no liability for any errors or omissions so caused.
A. The Client is advised that manufacturing and delivery are inherently unpredictable and it should always place its order well in advance to ensure plenty of time to overcome production difficulties.
B. The Agency shall not be liable for any loss or claim, including consequential or third party losses to The Client or any other party, arising from delay, howsoever caused.
C. Where work is defective for any reason including negligence The Agency’s liability (if any) shall be limited to rectifying such defect or issuing a credit or refund for the invoice value or reasonable part thereof at the agency’s sole discretion.
D. The Client shall instruct the initial work and make any necessary payment sufficiently in advance of the date the goods are required to allow The Agency reasonable time to supply the goods and to identify and remedy any defects before the goods are needed. The client accepts all risks and indemnifies The Agency against all losses, claims, liabilities or judgements arising out of a failure to do so.
E. The Client shall notify The Agency of defects in good time to allow for them to be rectified.
F. The Agency may at its own discretion issue a credit or refund for defective work if it is not possible to remedy the defect. Any such credit or refund shall be limited to goods which are returned unused in their original condition.
G. The Agency’s liability (if any) shall not exceed in value The Agency’s quotation, costing, or invoice concerned, or relevant part thereof.
H. Any materials supplied by The Client are worked on entirely at The Client’s own risk.
A. The Client must advise The Agency (and, if applicable, The Carrier) within 28 days of despatch, of damage, delay, loss in transit or of non-delivery of goods.
B. All claims must be made in writing to The Agency within 28 days of delivery. The Agency shall not be liable for any claims unless the aforementioned requirements have been complied with except where the customer proves that it was not possible to comply with the requirements and advice was given and the claim made in writing as soon as possible.
A. If The Client cannot or does not pay its debts as they become due or is deemed to be unable to pay its debts or has a winding up petition against it or is bankrupt or insolvent or enters administration, The Agency shall automatically and without further notice, and without prejudice to other remedies:
(i) have the right not to proceed further with any contract or work for The Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for The Client,
(ii) have a general lien on all goods, rights, property (physical, intellectual or otherwise) and Creative Rights and Materials in his possession or under his control and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and such price as he thinks fit and to apply the proceeds towards said debts,
(iii) temporarily suspend any license granted to use the Creative Rights and Materials with immediate effect pending settlement of your account in full,
(iv) where practical make available a new, temporary license to use the Creative Rights and Materials to The Client “in administration” at the price of 10% of the initial outstanding balance per day or part thereof. No fraction thereof is made available at a lesser price without The Agency’s written approval and the total amount payable is not capped at 100% of the outstanding sum, and
(v) expressly prohibit in the absence of a new license to do so, use or dissemination by The Client “in administration” of as much as a single instance of any element of the Creative Rights and Materials, in any format whatsoever, especially to any phoenix company.
13. Customers Property
A. All property of the Client, or property supplied to The Agency by or on behalf of The Client shall while it is in the possession of The Agency or in transit to or from The Client be deemed to be at The Client’s risk unless otherwise agreed and The Client should insure accordingly. The Agency may take reasonable steps to protect The Client from loss in carriage and to help in the recovery of any such loss sustained but accepts no responsibility for the loss of or damage to goods in transit.
B. The Agency shall be entitled to make a reasonable charge for the storage of The Client’s property left with The Agency or its agent.
14. Force Majeure
The Agency shall be under no liability if it is unable to carry out any provision of the contract for any reason beyond its control.
15. Additional conditions for web site projects
A. Copyright to the finished web site will be owned by The Agency. The Client will be assigned rights to use the web site as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, production files, and software are not transferred to the Client, and remain the property of their respective owners unless agreed in writing.
B. While we can optimise your site for search engine recognition we are unable to make any guarantees about the success of any search engine promotion activity.
C. The Agency provides web sites entirely as-is and without guarantee, and no fitness for purpose should be implied. The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable to the web site and will indemnify and hold harmless The Agency and its subcontractors against any claim, suit, penalty, tax, fine, tariff or other loss arising out of the web site.
D. Neither The Agency nor any of its employees or agents, warrants that the Web Site will be uninterrupted or error-free. The Client bears the entire risk as to the quality and performance of the Web Site. In no event will The Agency be liable to the Client or any third party for any loss or damage or harm of any kind arising out of the operation of or inability to operate this Web Site or any other problem related to this Web Site.
Headings used in these terms and conditions are for convenience only and no meaning or intent shall be construed.
17. Final Agreement and Variation.
This Agreement supersedes all prior agreements on the subject matter hereof. Unless otherwise agreed in writing, the terms and conditions of this agreement shall apply to any order placed by the customer. In the event of any inconsistency between these terms and those passing between the parties these terms shall prevail. No variation of these terms shall be allowed unless expressly accepted in writing.
18. UK Law.
This Agreement shall be enforced in accordance with UK Law.
ADSTORM LTD TERMS & CONDITIONS FOR SUPPLIERS
These terms & conditions are made effective by and between The Supplier and Précis Marketing Ltd or its sister company AdStorm Ltd on the date The Agency first places an order for Products or Services from the Supplier.
Following The Agency’s placement of an advance order with a supplier on the basis of client instruction, the supplier shall allow the cancellation of the order without penalty and any discount shall be applied pro rata to the part of the order not cancelled and the Supplier shall further indemnify and hold harmless The Agency from any loss arising out of the Client’s failure to pay for the goods and or services for any reason including but not limited to a change of heart, insolvency or winding up petition against the Client.
These terms & conditions are (c) AdStorm Ltd