Services to be performed (“services”)
Details of your stated requirements and the services which we will provide under the Agreement are listed in the Fee Proposal (If additional services become necessary, we will discuss with you what additional fee will be payable in this regard)
Duty of care
We agree to exercise all reasonable skill, care and diligence in the performance of the services and shall use our reasonable endeavors to discharge our duties in a timely manner in accordance with the Estimated Time Schedule provided that we receive all necessary data and information within a reasonable time.
We shall not be responsible for non compliance with any estimated timetable for carrying out the Services, as a result of delay caused by another party.
Terms of agreement
- You will pay us the fees and expenses as described in the Fee Proposal.
- For all Projects you will ensure that our designs, as approved by you, comply with the laws of the country for which it is intended and will ensure that any equipment or constructions manufactured from such approved designs shall be safe and without risk to the person or property of the user when properly used. You agree to approve all drawings, artwork, and designs prepared by us prior to printing or manufacture and construction or production on site or manufacture of any models, prototypes, moulds, dyes or gigs or any similar items and brochures, company stationery, uploading of digital media on website or any other printed material before and/or after the commencement of production for component and layout compatibility and to ensure that all tolerances are in accordance with any specifications. We will not be liable for any cost resulting from your failure to carry out such checks.
- Our liability thereunder in respect of any claims for loss or damage shall be limited in respect of any one event or series of two or more connected events to an amount equal to the fees (exclusive of VAT) paid or payable by you to us under this Agreement at the date resulting from our, or our employees or agents negligence. These provisions shall not exclude or reduce any liability for personal death or injury.
- The Client shall indemnify us and hold us harmless from and against all damages, costs and liabilities suffered or incurred by us as a consequence of any claims or proceedings brought against us by any other person in connection with the Services including, without limitation, any liability or costs arising out of infringement or any registered design patent trademark or the intellectual property rights as a direct or indirect result of our complying with your express or implied instructions, or your breach of obligations under the Agreement including all damage and expense caused thereby to us.
- Copyright in our designs shall remain vested in us at all times but provided that all fees and expenses payable to us hereunder are paid on the due date(s) you will have a royalty free licence to use our designs solely for the purpose of implementing the initial Project, as defined in the Fee Proposal.
- We shall not make use of your name in connection with any publicity arising out of the Services performed by us for you without your prior written consent, which shall not be unreasonably, are withheld. Similarly you shall not be entitled to identify us as having performed any Services for you without first having obtained our prior written consent, which will not unreasonable, be withheld.
- This Agreement may be terminated by either party by written notice to the other with immediate effect should either party commit a material or persistent breach of any terms of this Agreement which shall not have been remedied within 14 days of a written request to remedy the same. The termination of this Agreement shall not affect any pre-existing liability of either party to the other nor the right of either party to look to the other for damages for breach.
- This Agreement supersedes any previous agreements or other statements made.
- This Agreement is personal to you and you shall not assign it or any rights under it unless agreed by both Parties.
- This Agreement shall be governed by English law and each of the parties submits to the non-exclusive jurisdiction of the English Courts.
- Neither party shall be liable for any failure to perform of its obligations under this Agreement resulting from an Event or Force Majeure and both parties shall be excused performance for the duration of such Event plus such further period as may reasonably be necessary for the party unable to perform its obligations by reason of the Event of force Majeure to resume the performance of its obligations.
- Each party shall give immediate notice to the other upon becoming aware of an Event of Force Majeure which affects its liability to perform its obligations under this Agreement, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
- If a default due to an Event of Force Majeure continues for more than 60 days then either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other any time during the continuance of such Event. Neither party shall have liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
- All additions, amendments and variations of it shall be of contractual effect only if agreed in writing and signed by the duty authorised representatives of both the client and Blass Design LLP.
- No employee or representative of Blass Design LLP saves for Clive Blass is authorised by Blass Design LLP to make any representations or warranties in respect of the Services or the Project.
- Neither party shall, without the others prior written approval at any time during the Term or for twelve months afterwards employs or endeavor to entice away any person presently or within the previous twelve months employed by the other party.
- In the event of any discrepancy between these terms and conditions and the Fee Proposal, the Fee Proposal shall have precedence.
- If the Fee Proposal is not accepted within sixty days, we reserve the right to amend the Fee Proposal.
- Blass Design LLP shall treat all information, written or drawn, supplied by the Client as confidential and shall not disclose the information to any third party without written consent by the Client.
Fees and expenses
- In addition to payment of the Fees you will reimburse us for all expenses and disbursements incurred by us in performing the Services, including:
- Printing, reproduction or purchase costs of all documents, drawings, maps, models, photographs, visual representations, prototypes, research materials and other records including all those used in communication between all parties associated with the Project; and graphic expenses, including visual reference library, illustrations, photography, camera-ready artwork, typesetting, printing, digital coding, manufacturing and installation; and all subsistence and travelling expenses (standard class for rail, and business class for all air journeys), hire car (Group including mileage allowance for cars at rates to be notified; and fees and other charges expenses and disbursements for specialist professional services including structural, mechanical, electrical and engineering, legal advise, market research, field work, statutory fees and other consultants fees incurred with the Clients written consent; and the cost of general studio supplies, photocopying, airfreight and courier services; and rental and hire charges for specialised equipment, including computers, incurred with the Clients written consent. Telecommunication costs will be charged at fixed rate. The fixed rate will be 1% of the fees for UK based projects, 2% for continental Europe and 3% for projects worldwide. This telecommunication charge will cover the costs for usage of telephone, teleconferencing, facsimile, e-mail and general postage.
- A charge of 20% will be added to all additional expenses and disbursements to cover all administration and management costs.
- As a guide, expenses and disbursements (excluding overseas air travel and subsistence), if not stated at a fixed level within the Fee Proposal, are estimated at 15% of the Fees and will be invoiced monthly as incurred.
- Where expenses and disbursements are stated in the Proposal to be fixed, such sum will be added to the fees and invoiced in accordance with these Terms and Conditions. Where a fixed sum in respect of expenses and disbursements excluded such items as artwork, photography and models, they will be incurred as additional expenses, which you will reimburse to us once actual requirements, are known and have been quoted in advance for you.
- Payment of all invoices, as outlined in the Fee Proposal or subsequently agreed in the Billing Schedule must be made within 30 days of the invoice date.
- Without prejudice to our other rights under this Agreement, if you fail to pay the full amount of any sum payable under this Agreement when due, we reserve the right to:
- Charge interest until payment on the amount remaining unpaid at the rate of two percent (2%) above the National Webminster Bank Plc. Minimum Lending Rate from time to time, which shall accrue on a daily basis and
- Suspend the Services for so long as any such amount remains outstanding.
- Payment of any invoice shall be made in full without any deduction whatsoever, and all payments are to be made in pounds sterling unless otherwise agreed.
- VAT and other local taxes (if applicable) shall be added to all payments by the Client under this Agreement. Under current legislation VAT and local taxes are not applicable to Fees for Project based outside the UK.
- We shall inform you in writing if the fees, expenses and disbursements as set out in the Fee Proposal are likely to be materially varied, due to factors beyond our control. Actual programmes, or costs and fees, may vary from estimates or evaluations which we have prepared and accordingly we do not warrant such estimates or evaluation.