Terms & Conditions

INCISIVE MARKETING STANDARD TERMS AND CONDITIONS OF BUSINESS

1.         DEFINITIONS

“Incisive” shall mean Incisive Marketing Limited registered in England & Wales Number 4729603 and who’s registered office is 171 Phoenix Way, Portishead, Bristol BS20 7GP

“Client” shall be the company, individual or professional body to whom the Agreement is addressed and subsequently agreed

“Proposal” means the proposal document sent, on Incisive letterhead or by email, to the Client containing details of the Service offered

“Agreement” means these Standard Terms and Conditions of Business along with the Proposal which shall have been duly signed by the Client or deemed to have been signed upon commencement of the service

“Fees” shall mean the costs stipulated in the Agreement for the provision of the Service 

“Service” shall mean the services specified in the Proposal and all the goods and materials to be supplied by Incisive to the Client pursuant to the Agreement

“Conditions” shall mean these Standard Terms and Conditions of Business 

“Term” is the period of time specified in the Proposal and represents the initial contract period and any subsequent extensions agreed between the parties

 2         ACCEPTANCE 

Acceptance of these Conditions shall be made, or shall be deemed to have been made by the Client upon signing and returning the Proposal or by the commencement of the provision of the service. Any standard conditions of purchase of goods or services, or any other condition used by the Client in purported acceptance of these Conditions, shall be void unless accepted in writing, by Incisive

3          PROVISION OF THE SERVICE 

3.1              Incisive hereby undertakes to provide the Service as specified in the Proposal exclusively under these Standard Terms and Conditions of Business

3.2              The Client agrees to work proactively with Incisive to enable the provision of the Service under this Agreement including the timely provision of data, information, materials and access to staff as may be deemed necessary by Incisive in the performance of the Agreement 

4          FEES, DISBURSEMENTS & EXPENSES

4.1       The Fees for the provision of the Service are as detailed in the Proposal and are payable in advance or within fifteen days of the date of the invoice for Clients with credit terms  

4.2              Fees are quoted exclusive of VAT which will be added at the appropriate rate

4.3              Where the Agreement includes the provision for an additional payment, as a result of achieving an agreed increase in revenue, the clients’ accounts at the start and end of the respective year’s will be the means by which to determine the increase in revenue

4.4              Incisive reserves the right to revise the Fees if the Client changes its requirements so as to involve changes in the agreed workload during the period of the Agreement

4.4       The Fees apply to work carried out in the United Kingdom only. They do not apply to supervision of work performed abroad which will be subject to separate arrangements

4.5       Disbursements and Expenses

Incisive will as far as is practical inform the Client in advance of Disbursements and Expenses. A handling charge of 20% may apply on certain items. Whilst not an exhaustive list the Fees are quoted exclusive of the following disbursements and expense items

a)      Mileage

b)      Accommodation and subsistence

c)      Advertising artwork and mechanical items

d)      Design, artwork and print

e)      Direct mail

f)       Entertainment

g)      Exhibition and display material

h)      Film production

i)       Market research

j)       Media monitoring (radio, television and press)

k)      Messenger services

l)       Newspapers and magazine subscription

m)     Photocopying and stationery

n)      Photography and prints

o)      Postage, telephone and facsimile transmissions

p)      Press material production and distribution

q)      Special events, meetings, conferences etc.

4.6              Payment

The Client shall pay interest (both before and after judgement) on any amounts due but unpaid at a rate of three (3) per cent above the HSBC Bank base rate from time to time compounded monthly.

5          APPROVALS

5.1       Upon commencement of the Agreement the Client shall advise Incisive, in writing, of the name of the person(s) nominated to approve the Service on behalf of the Client.

5.2       From time to time the Client may be required to approve that the Service has been completed satisfactorily prior to progressing to the next stage. The Client’s approval shall be given in writing or by email. Oral authorisations will be confirmed by Incisive either by email or in writing

5.3       Amendments or cancellations will be implemented by Incisive upon receipt of written instructions from the Client and on the understanding that all responsibility for costs and expenses incurred prior to, and as a result of the cancellation or amendment, will be borne exclusively by the Client

6          COMMENCEMENT AND DURATION

6.1       The date of commencement shall be as specified in theProposal

6.2       The Agreement will continue for the Term and thereafter until terminated by either party upon three calendar months notice or under the provision of Clause 10.

7          CLIENT ISSUED MATERIALS

7.1       The Client shall make available to Incisive, in a timely manner and at its own expense, all data, photographs, artwork, charts, graphs, logos, reports, text and other such materials (hereinafter referred to as “Materials”) necessary for carrying out the Service as may be required from time to time by Incisive in order to satisfy the requirements of the Agreement

7.2       The Materials shall be issued to Incisive free of charge, for use in connection with the Service. The Client shall ensure that it has obtained copyright and procured the appropriate licenses for the reproduction of the Materials. The Client shall indemnify Incisive against any claim or action by third parties in the event of breach of copyright arising from use of Client issued Materials.

7.3       All Materials issued to Incisive by the Client or their representatives shall be at the Client’s own risk and the Client shall be liable for any delay caused by a failure of delivery of the Materials to Incisive by a required deadline or any damaged sustained to the Materials in transit.

8          LIABILITIES AND INDEMNITIES

8.1       Except in Death or Injury due to negligence by Incisive, for which no limit shall apply, Incisive limits its liability to the client for any loss, claim, expense, cost or judgement resulting from the Service up to the limit of the value of the Agreement per event or series of events

8.2        The Client shall indemnify, and keep indemnified, Incisive against any and all proceedings, claims, damages, losses, expenses or liabilities which Incisive may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared or specifically approved by the Client, particularly in relation to proceedings under the Trade Descriptions Act 1968. Such material shall include, but is not limited to, press releases, articles, copy, scripts, artwork, detailed plans and programmes

9          CHANGES & VARIATIONS

At any time prior to the completion of the Service the Client may request, or Incisive, may propose modifications, additions or deletions from, the Service. Any such changes shall be priced by Incisive, and the Client shall be required to give its written authorisation of the change, prior to commencement

10        TERMINATION

10.1     The Agreement will continue for the Term and the Client will be responsible for the payment of all Fees for the Term. Thereafter either party may terminate the Agreement by serving three calendar month’s notice in writing to the other party

10.2     In the event of termination of this Agreement, for whatever reason, the Client will be responsible for all Fees for the Term of the Agreement including costs, expenses and disbursements incurred on behalf of the Client up to and including the notice period

10.3     Upon full payment by the Client, Incisive will co-operate so far as is practicable in enabling the Client to take over any contract and arrangement with third parties, and will transfer to the Client any unused materials purchased on behalf of the Client

10.4     The parties will agree additional compensation payable to Incisive in the event that detailed creative or other work for a future programme or project prepared by Incisive at the request of the Client during the period of this Agreement is subsequently implemented in whole or in part by the Client or his agent

10.5     At any time during the Agreement Incisive may, by giving 10 working days notice in writing to the Client, terminate the Agreement without prejudice to any other remedy available to Incisive in the event that the Client:

(i)    Fails to pay it’s debts in the ordinary course of business

(ii)   Cannot pay it’s debts as they become due

(iii)   Becomes insolvent or is compulsorily or voluntarily wound-up

(iv)  Commits an act of bankruptcy or has a bankruptcy petition issued against it

(v)   Has a Receiver appointed to its business

10.6     In the event of Termination of the Agreement under the provision of Clause 10.5 then Incisive shall be entitled to be reimbursed for all goods or materials or work carried out up to the date of termination (whether or not the work is complete) such reimbursement shall be paid immediately to Incisive.

10.7     In the event of Termination of the Agreement under the provision of Clause 10.5 the Client will pay the Fees due to the end of the Term plus the notice period

10.8     In respect of all unpaid debts due from the Client, Incisive shall have a general lien on all the Clients goods and property in the possession of Incisive (including all Client issued Materials). On the expiry of 10 working days notice for the Client to settle the outstanding debt, Incisive shall be entitled to dispose of such goods and property in such a manner and at such price as they see fit in order to attempt to settle such debts.

11        INTELLECTUAL PROPERTY RIGHTS & COPYRIGHT

11.1     The Intellectual Property Rights & Copyright for all documents, presentations, artwork, copy, designs, drawings and other materials prepared by Incisive in connection with the Agreement, shall remain the exclusive property of Incisive until such time as all invoices connected with the Agreement are paid in full by the Client.

11.2      Assignment of such copyright shall be governed in accordance with the Copyright and Patents Act 1998 or such future legislation that may from time to time amend or supersede the aforementioned Act

12        PERSONNEL

12.1     Incisive shall require its personnel to comply with the directions of the Client regarding safety, security and office procedures whilst working at the Client’s premises. The Client is responsible for the familiarisation of the Incisive personnel with all relevant procedures.

12.2     Neither party will offer employment to employees of the other during the Term of the Agreement or within six months of the termination of the Agreement.

13        ASSIGNMENT & SUBCONTRACTING

13.1     Incisive may assign or subcontract this Agreement, either in whole or in part, providing that prior notice has been given to the Client. In such circumstances Incisive remains responsible for the provision of the Service in accordance with this Agreement

13.2      This Agreement shall be binding on the heirs, executors, administrators, legal representatives, successors and assigns of the respective parties

14        PRIOR REPRESENTATIONS

The Agreement shall constitute the entire agreement between Incisive and the Client and shall cancel and supersede all prior written or oral negotiations, representations or understandings between the parties, other than as expressly stated in the Agreement.

15        NOTICES

Any notice or consent to be given by either party shall be in writing and sent by first class post to the receiving party at its business address as indicated in the Agreement. The notice will be deemed to have been served upon the receiving party two working days after the date of the notice.

16        LAW

All Agreements between the parties shall be construed and interpreted according to English Law. Incisive and the Client shall submit to the exclusive jurisdiction of the courts of England.

17        CONFIDENTIAL INFORMATION

Both Incisive and the Client shall have a mutual obligation to preserve each other’s confidential information and shall keep confidential all matters, not in the public domain, concerning or arising from the Agreement or such other privileged information as disclosed to the other party during the provision of the Service.

18        WAIVER

No waiver by Incisive of any breach, default or omission in the performance or observance of any part of this Agreement by the Client shall prejudice or restrict the rights of Incisive or shall apply or be deemed a waiver of similar breaches, defaults or omissions or a waiver or any other breach, default or omission

19        DISPUTES

19.1     In the event of a dispute between the Client and Incisive a single arbitrator shall be appointed by agreement between the parties with a view to examining the evidence provided and making a recommendation for resolving the disagreement.

19.2     If Incisive has to seek legal advice or action to enforce or interpret the provision of the Agreement or to collect any Fees, Disbursements or Expenses then these costs will be borne exclusively by the Client

20        FORCE MAJEURE

20.1     Incisive shall be under no liability for any delay or failure to carry out any provision of the Service as a result of Acts of God, fire, flood, drought, explosion, riot, war (whether or not war has been declared), rebellion, national emergency, failure of power supply, lock-out, sickness of personnel, boycotts, strikes (or other action taken during contemplation or furtherance of a dispute) or owing to any inability to procure materials required for the performance of the Service.

20.2     If Incisive is affected, or is likely to be affected by any of the matters referred to above, it shall give written notice to the client without delay and shall indicate what actions are being taken to mitigate the effect on the provision of the Service.

21        MISCELLANEOUS

21.1     This Agreement shall not be construed as constituting either party an agent, employee or partner of the other

21.2      A reference to any thing is a reference to the whole or part of any thing. A reference to several persons is a reference to any one or more of them. Words imparting one gender include every other gender. Words imparting the singular include the plural and vice versa

21.3      The Service will be provided at the premises of both Incisive and the Client at times and dates agreed between the parties