Terms of Business
In these terms of business the “Company” and “Their” refer to Balcony Ltd. and the “Client” and “You” refer to the company for which this document has been supplied. On approval or acceptance in writing of this Project Proposal, Estimate, Payments & Intellectual Property the following terms & conditions shall become binding.
1. The Work
The Company will agree with you at the outset of the project the scope of the work. The Company is not responsible for matters that are outside the scope of the agreed work. If the work is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay. You must pay the Company, all reasonable costs, charges or losses sustained or incurred by (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from any of the following acts or omissions by you: fraud, negligence, failure to perform or delay in the performance of any of your obligations.
The Company will commence work only on written agreement of the scope of the work. Final work will only be released once written confirmation has been received approving the content.
All invoices are payable in full within 30 consecutive days from date of invoice. A discretionary late payment charge may be payable on all overdue balances to the amount set by U.K. late payment legislation from the date of original invoice. The grant of any licence or right of copyright is conditioned on receipt of full payment.
3. Default in payment
The Client shall assume responsibility for cost outlays by the Company in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.
The fees and expenses shown are minimum estimates only unless an hourly fee has been agreed upon. The Company shall keep the client apprised of a tally of hours within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered. The fees and expenses shown are minimum estimates only unless the quote and/or invoice is clearly marked “Firm Quote”, otherwise the above stated hourly fee will be payable on all time over that which was quoted with a minimum in 30 minute increments.
The Client must assume that all additions, alterations, changes in content, layout or process other than those agreed in the project brief will alter the time and cost.
The Client shall reimburse the Company for all expenses arising from this project and shall advance the Company for payment of said expenses, including but not limited to Stock Photography, Artwork, and or material needed for the project unless otherwise agreed in the proposal document.
In the event of cancellation of this project, ownership of all copyrights and the original artwork shall be retained by the Company, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the Client or not. If the project is on an hourly basis and the project is cancelled by the Client, the Client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus 50% of the remaining hours that were expected to be completed on the project.
The Client shall indemnify the Company against all claims and expenses, including legal fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
10. Code of fair practice
The Client and the Company agree to comply with the provisions of the Code of Fair Practice.
11. Code of fair practice
The Company warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Company has full authority to make this agreement; and that the work prepared by the Company does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Company’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Company harmless for all liability caused by the Client’s use of the Company’s product to the extent such use infringes on the rights of others.
12. Limitation of liability
Despite best efforts the Company may make a mistake, if this happens and the Company is liable to compensate You. You agree that Their liability is limited in the following respects:
The maximum liability for any claim by You whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the work You have requested shall be limited to the price paid by You for Their services (unless a different amount is agreed with you in writing). Where any claim relates to a mistake made by the Company, this overall limit applies whether the mistake affects just one piece of work the Company does for you or several, so long as it is the same or a similar mistake. For the purpose of the overall limit, more than one mistake on a project or transaction is considered as one mistake. The Company is liable for loss that the Company directly causes where that total liability does not exceed the total amount of the fees payable relating to the project in question. Otherwise the Company has no liability for any indirect or consequential loss or loss of anticipated profit or other benefit and shall not be liable for any of the following: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss due to corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or any damages paid by you or loss suffered by you arising out of any allegation or claim that any Input Material breaches any Intellectual Property Right; The Company is not liable to the extent that Their mistake results from something You do or fail to do (such as giving us the wrong information, not giving the Company information at the time the Company asked for it or failing to supply appropriate Input Materials). If others are also responsible for your loss, the Company’s liability is limited to Their fair share, whether or not you are able to recover the rest from the others. Notwithstanding the references to mistakes the above exclusions and limitations apply to the Company’s entire financial liability (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to You in respect of: any breach of this contract; any use made by the Client of the Company’s services, the documents produced by the Company in connection with Their services or any part of them; and any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the contract. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this contract.
13. Image usage
The Client agrees that it shall be responsible for any legal costs or copyright infringements arising from any image or materials supplied by the Client to the Company for use in the project by the Company.
14. Names & Trademarks
The Client agrees that it shall be responsible for the checking of any names or trademarks associated with the project unless otherwise stated in the project brief.
15. Approval of artwork
Upon written approval of any artwork associated with the project the Client agrees that it takes full responsibility for any errors or omissions with that artwork and does not hold the Company responsible for any associated costs or damages which may occur.