These terms and conditions apply in respect of all work undertaken by Brand Audit.

 

1. Definition

1.1. The definitions and interpretation set out in this condition 1 apply to the Contract:

1.1.1. Contract: the agreement made between Brand Audit and the Client as set out in these Conditions;
1.1.2. Client: the person, firm or company referred to in the Estimate/Quotation who purchases Services;
1.1.3. Client Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
1.1.4. Deliverables: all Documents, products, digital content and/or materials in any form, including computer programs, data, reports and specifications (developed by Brand Audit or its agents or subcontractors) and delivered in relation to the Services;
1.1.5. Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture or other image, proof, disk or other device or record embodying information in any form;
1.1.6. Estimate/Quotation: The cost for services provided by Brand Audit to the Client;
1.1.7. Services: the services provided by Brand Audit under the Contract as set out in the Estimate/Quotation, together with any other services which Brand Audit provides, or agrees to provide, to the Client;

1.2. These Conditions shall prevail over any Client terms of business offered by or on behalf of the Client, or implied by law, trade custom, practice or course of dealing. The Client’s standard terms and conditions (if any) shall be deemed to be expressly rejected by Brand Audit.

 

2. Formation of the Contract

2.1. The acceptance of an Estimate/Quotation/Retainer for Services by Brand Audit constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted an Estimate/Quotation/Retainer when it either signs the Estimate/Quotation/Retainer or otherwise communicates to Brand Audit in writing that it has accepted the Estimate/Quotation/Retainer and deposited payment (where applicable) has been received.

2.2. Any Estimate/Quotation is valid for a period of fourteen (14) days from its date, provided that Brand Audit has not previously withdrawn it in writing.

2.3 Retainers are valid for the period stipulated per the agreement unless otherwise mutually agreed upon to terminate with a minimum notice of one full calendar month.

 

3. Commencement of the Service

3.1. The Services shall be provided by Brand Audit to the Client from the date agreed by the parties.

 

4. Brand Audit’s Obligations

4.1. Brand Audit shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Estimate/Quotation/Retainer.

4.2. Brand Audit shall use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimated only and time shall not be of the essence for performance of the Services.

 

5. Client’s Obligations

5.1. The Client shall:

5.1.1. co-operate with Brand Audit in all matters relating to the Services;
5.1.2. provide to Brand Audit, in a timely manner, such Client Material and other information as Brand Audit may reasonably require and ensure that such information is accurate in all material respects;
5.1.3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable Brand Audit to legitimately use the Client material in the provision of the Services;

5.2. The Client acknowledges that the late supply of Client Material may have an impact on Brand Audit’s ability to deliver the Services. If Brand Audit’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Brand Audit shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

5.3. The Client shall indemnify Brand Audit, from and against, all costs, charges or losses sustained or incurred by Brand Audit arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Brand Audit confirming such costs, charges and losses to the Client in writing.

5.4. The Client shall indemnify Brand Audit against all losses, costs or charges it may incur arising as a result of any action, claim or threatened claim (as applicable) that Brand Audit’s use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party.

 

6. Charges & Payments

6.1. In consideration of the provision of the Services by Brand Audit, the Client shall pay the charges as set out in the Estimate/Quotation/Retainer.

6.2. Unless otherwise agreed in writing by Brand Audit and subject to condition 7.2 (where applicable), fifty percent (50%) t0 one hundred percent (100%) of the total price for the projects must be paid to Brand Audit prior to Brand Audit commencing the Services and the balance of  the total charges shall be paid by the Client to Brand Audit (without deduction or set-off) as specified linked to phased developments(s), and/or upon delivery following completion of the Services and/or by stipulated term or period. The payment ratio may be 100%, 50%/50% or 50%/25%/25%.

6.3. All invoices are payable on receipt of the invoice by the Client as payments dictate progression of the project at specific milestones. If invoices are not paid with immediate effect, Brand Audit has the right to desist working on the project until payment is made. Any other payment terms agreed between the Client and Brand Audit must be confirmed in writing by Brand Audit.

6.4. All charges quoted to the Client shall be exclusive of VAT;

6.5. Unless otherwise stated in writing any price and daily rate contained in the Estimate/Quotation/Retainer excludes:

6.5.1. VAT.

6.6. All additional work requested by the Client, which is requested following commencement of the Services and which is outside the scope of the Estimate/Quotation/Retainer (including any services necessarily procured in order to carry out the Services) shall be regarded as additional to the cost given in the Estimate/Quotation/Retainer and will be invoiced separately and additionally.

6.7. All charges listed in Estimate/Quotation/Retainer are estimated and are subject to final confirmation of technical specification.

6.8. The Client shall be entitled to request up to two (2) sets of amendments to the original design work/artwork supplied for approval. Any amendments requested by the Client in addition to the two (2) sets permitted amendments may be deemed to be additional work and may be charged at Brand Audit’s standard rates.

6.9. If the Client believes that the design work does not conform to the description then it shall notify Brand Audit within three (3) days of receiving the design work. If no notification is received then the design work shall be deemed accepted and to conform to the description of the Services in every respect. For the purposes of this condition 6.9.1 Brand Audit’s liability for defects in the Deliverables shall be limited to the replacement of the Deliverables at no additional cost to the Client. Provided always that such defect is notified to Brand Audit in accordance with this condition 6.9 and the Deliverables have been returned to Brand Audit for inspection.

6.10. Once the Client has approved the Deliverables all further design work requested by the Client will be charged in accordance with the standard rates of Brand Audit.

6.11. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Brand Audit on the Due Date, Brand Audit may:

6.11.1. charge interest from the Due Date, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand; and
6.11.2. suspend all Services until payment has been made in full.

6.12. Time for payment shall be of the essence of the Contract.

6.13. All sums payable to Brand Audit under the Contract shall become due immediately on its termination. This condition 6.13 is without prejudice to any right to claim for interest.

6.14. Brand Audit may, without prejudice to any other rights it may have, set off any liability of the Client to Brand Audit against any liability of Brand Audit to the Client.

 

7. Website Design & Creative services

7.1. Where requested by the Client, Brand Audit will design and build a website or develop the Client’s website or creative project based on the brief agreed between the Client and Brand Audit.

7.2. Payment for the Services shall be made in accordance with condition 6 above. The balance of Brand Audit’s charges must be paid prior to projects going live or handover of final files, products, creative concepts or services alike. If any charges are not paid on or before the date for payment, Brand Audit may suspend the provision of its Services and Brand Audit may withhold such products or services until full and final payment has cleared in its banking account.

7.3. Once Brand Audit has been paid in full for its website design and development services and creative services, Brand Audit will provide a version of the Client’s website or project or mock up to the Client for the Client’s review and approval. If the Client believes that the website design and/or development does not conform to the brief then it shall notify Brand Audit within 3 (three) days of receiving the version of the website or document. If no notification is received within 3 (three) days of receiving the final version of the work done then the project shall be deemed accepted and to conform to the description of the Services in every respect. Once approval has been given in writing, Brand Audit will release the work to the Client. On approval, Brand Audit will have no liability for any errors or downtime due to changes being made to the website or other project(s) by the Client or any third parties.

7.4. Brand Audit reserves the right to refuse to handle any material that it considers to be offensive, illegal or controversial.

7.5. Unless agreed otherwise, the Client agrees that Brand Audit shall be free to use any ideas, concepts, know how or techniques used in the construction of the Client’s website or compile creative work for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.

 

8. Website Hosting & Maintenance Services

8.1. Where requested by the Client, Brand Audit will procure website hosting and maintenance services. Brand Audit will use reasonable endeavours to provide a reliable and professional service.

8.2. Payment for hosting and maintenance must be paid in advance unless agreed otherwise, in which case, the Client must set up a standing order or direct debit to pay Brand Audit’s charges on a monthly basis. Brand Audit or any third party service provider reserves the right to deactivate the Client’s website where the hosting and/or maintenance fees are not paid on time.

8.3. Brand Audit cannot guarantee that website hosting will be available to the Client at all times, especially in the event of a failure beyond Brand Audit’s control.

8.4. For the purpose of maintenance services, website hosting may have to be suspended for short periods of time. Brand Audit will endeavour to notify the Client of any such periods in advance.

8.5. As Brand Audit engage a third party for website hosting and maintenance, Brand Audit will have no liability in respect of these services. Any issue or claim in relation to hosting should be made by the Client to the hosting company, details of which shall be provided to the Client by Brand Audit.

8.6. It may be required to shut down webpages or place hosted content in maintenance mode while work requests, upgrades, updates or maintenance is being carried out.

 

9. Digital Marketing, Search Engine Optimisation (SEO) and Pay Per Click (PPC) Services

9.1. Brand Audit will provide the Digital Marketing Services detailed in the Estimate/Quotation/Retainer. Such services shall include an initial SEO and PPC set-up and ongoing SEO or PPC services shall be provided as agreed upon.

9.2. Brand Audit will use reasonable endeavours to improve the position of the Client’s search engine results, but, do not guarantee any specific placement or higher placement on search engine results.

9.3. Brand Audit will have no liability for any changes in position of the Client’s website on search engine results and the Client acknowledges that Brand Audit has no control over the policies of search engines with respect to the type of website and/or content that they accept or the way in which websites are ranked either now or in the future.

9.4. Where Brand Audit recommends that the Client takes certain technical actions in order to allow Brand Audit to provide the services detailed in this condition 9 then the Client agrees to implement such recommendations. Where the Client fails to do so it acknowledges that Brand Audit will not be liable for failing to perform such services.

 

10. Proofing

To limit any possible errors in artwork, designs will not go to production until they have been approved by The Client. Brand Audit will not be held responsible for errors if the client misses something in the proof, has reused a printed or digital proof, or if the client, during order placement, has requested the order go to production without proofing.

 

11. Liability

11.1. To the extent permitted by law, Brand Audit does not accept any liability in contract, tort or otherwise for any injury, damage, loss (including consequential loss), delay, additional expense or inconvenience caused directly or indirectly by the acts, omissions or default, whether negligent or otherwise, of third party providers over whom we have no direct control, force majeure or any other event which is beyond our control or which is not preventable by reasonable diligence on our part.

 

12. Termination

12.1. The cancellation fees shall be determined with reference to the date on which the request to cancel is received by Brand Audit and are expressed hereinafter as a percentage of the total price paid for the cancelled Service.
12.1.1 The cancellation fee will be at minimum the non-refundable deposit of 50%.
12.1.2 The cancellation fees can be as much as 100% of the quoted or contract amount.

12.2. Without prejudice to any other rights or remedies which the parties may have either party may terminate the Contract immediately upon written notice in the event that:

12.2.1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach; or
12.2.2. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
12.2.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
12.2.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.2.5. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
12.2.6. a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
12.2.7. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
12.2.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
12.2.9. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

12.4. On termination of the Contract for any reason:

12.4.1. the Client shall immediately pay to Brand Audit all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Brand Audit may submit an invoice, which shall be payable immediately on receipt;
12.4.2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

 

13. Non-compete & non-disclosures

13.1. Brand Audit shall have the right to refuse, engage in, permit or enforce any non-compete or non-disclosure contracts as required in structuring a working agreement between parties for both clients and service providers.

 

14. General

14.1. Brand Audit shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of Brand Audit or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.