Introduction 1.1 Innovation Visual Limited is registered in England and Wales, company number 5326232. Hereinafter called the Company. Our registered office address and trading address is Elm House, Tanshire Park, Shackleford Road, Elstead, Surrey, GU8 6LB. 1.2 These are the terms and conditions under which we conduct business with our customers, hereinafter referred to as the Client. Please read them carefully and ensure you understand them. These may be varied from time to time without notice. 1.3 These terms and conditions apply unless a specific clause within a contract between us for the work undertaken specifies a variation to these standard terms and is confirmed in writing by a Director. 1.4 Jurisdiction – This agreement shall be interpreted by English Law & all parties agree to submit to the jurisdiction of English courts. 1.5 Terms – These Terms of Business are deemed accepted by the Client at the commencement of an Engagement and prevail over all others. No variation to Terms of Business shall be valid unless confirmed in writing by a Director.
Fees 2.1 Fees are charged by the day, half day or quarter of a day at the rate defined in a quote to you or our standard rate of £1000 per day. 2.2 All Fees are subject to VAT at the applicable rate at the time of the invoice. 2.3 Cancellation – Once work has commenced on an Engagement, cancellation for whatever reason renders the Client liable for the full fee as set out within the proposal. If cancellation notice is given with more than 72 hours notice of the intended commencement date then only 50% of the fee will be due. 2.4 Due date – The Client agrees to pay all fees within 7 days of the invoice date. The Company reserves the right to charge interest on overdue fees at the rate applicable under provisions of the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until cleared funds are received. 2.5 Invoice queries – Any invoice query must be raised in writing within 5 (five) days of receipt of the invoice for invoices created after the work is completed, or for invoices created on the 1st of the month for work to be undertaken during the month, 5 (five) days after the end of the month to which the work applies, setting out the specific issue with the invoice and/or the work provided under the invoice. 2.6 Variation to terms - If payment is not made by the due date on invoices, we are entitled to halt any further work and services, including but not limited to, hosting, reporting, Adwords and other forms of paid advertising, and to restrict the Client’s the access to any online accounts/systems, including, but not limited to website content management systems, Adwords, hosting, email and social media accounts, until payment is made and any negotiation which varies our standard terms and conditions of trade will be null & void. Thereafter only standard terms of trade shall apply. Invoices for differences will be billed following assignment closure. Variations are only valid in writing (not email) and on Innovation Visual Letterheads signed by a Director. 2.7 Monthly retainer time - Where work has stopped or cannot proceed at the expected rate because of the Client not providing sign off / resources / communication or other reason within the Client's control, a maximum of one month of unused retainer time will be carried forward when agreed in advance by the Company and at the sole discretion of the Company. In these circumstances the monthly retainer shall still be payable in full until otherwise cancelled and the notice period completed. 2.8 Pausing and restarting retainers - if the Client requests their monthly retainer be paused for one or more months and this is agreed by the Company in writing then a restart fee equivalent to 25% of the monthly retainer value will be charged in the first month that the retainer is restarted. If the Client notifies the Company that it does not want to restart the retainer or the retainer has not restarted within 4 (four) months of it being paused then the Client will pay the Company on presentation of invoice the 1 month's retainer fee in lieu of the notice period regardless of whether the Client wishes any work to be executed for them by the Company. 2.9 Liquidation, Administration, or Reconstruction –Where a Client has engaged the Company and that Client is placed into liquidation, administration or the Client and any IP or business assets are in any way reconstructed or phoenixed, the full Engagement Fee plus VAT applicable at the time of this event will immediately fall due by the Client to the Company.
Expenses The Company will recharge the Client all out of pocket expenses and costs plus VAT at the applicable rate at the time of invoice. Travel by car is charged at £0:45 per mile plus VAT at the applicable rate at the time of invoice, from the either the Innovation Visual office or home address of the Company employee, at the discretion of the Company, to the Clients normal place of business or other locations mutually agreed between the Company and the Client for meetings. Travel by train shall be charged at the standard open fare.
Termination If an engagement is terminated by the Client for any reason, the Client must provide a minimum of 1 months notice from the end of the current month and the Client agrees to pay all fees incurred to the point at which the engagement will end, together with all expenses, within 10 days from notice of termination.
Confidentiality and Intellectual Property The services offered by the Company are confidential and the Client undertakes that no information gained either verbally or from materials supplied will be passed to any other parties at any time during or after the agreement. The Company shall retain the copyright of all materials, both digital and physical passed to the Client prior to and during the engagement, including, but not limited to proposals, how to guides, process documents, reports and research, and these shall not be passed on to any other party by the Client without the express written permission of a Company Director. The Client shall not disclose to any other party, including but not limited to Competitors of the Company, the methods, systems, tools or processes used by the Company in its provision of any services.
Non-solicitation The Client agrees not to employ any current employee of the Company, or employee that has left the Company within 12 months, without payment of a recruitment fee to the Company. Such recruitment fee shall be calculated as 5 times the employee's annual salary at the Company on their day of termination, or 5 times the annual spend of the Client with the Company, whichever is greater. The recruitment fee will fall payable immediately on the day the employee joins the Company. This clause shall remain valid for 12 months after termination of this agreement by either party.
Liability The Company shall not be liable under any circumstances for loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered by a Client arising from or in any way connected with work or recommendations of or by the Company.
Purchases All purchases by the Company above a value of £100 are to be covered by an official Purchase Order. Obtaining a correctly detailed Purchase Order is the responsibility of the supplier following agreement with the Company on the Terms and Conditions of Trade over and above those defined herein. All Invoices for Company purchases should quote the Purchase Order Number & be submitted no later than 28 days following completion of an engagement or supply. Invoices are cleared at the end of the month following. ANY work undertaken & not covered by a Purchase Order is at the suppliers risk. Late submissions will NOT be cleared for payment unless late submission has been agreed in writing by a Director of the Company. Errors & omissions are at the risk of the supplier, including (but not limited to) delivery without signature. 8.1 Services / Sub-Contractors - where Innovation Visual Limited engage sub-contractors to provide services of any description the sub-contractor agrees to be providing the service on a 'work for hire basis' in that all copyright, design rights and any other applicable intellectual property rights are transferred to Innovation Visual on payment of the agreed invoice for the work. The service provider / sub-contractor shall have no rights to display, promote or resell the work created at any time. 8.2 Confidentiality - any supplier to Innovation Visual shall maintain confidentiality of the relationship and all information exchanged during the engagement and for a period of five (5) years from the termination of any engagement. The supplier may only disclose the relationship with Innovation Visual with the express written permission of a Director of Innovation Visual, or if required to do so by law. 8.3 Non-Compete - where a sub-contractor provides services to Innovation Visual for the benefit of a client of Innovation Visual the Sub-Contractor agrees that they will not for a period of at least 24 months after the termination of any agreement or work, contact or solicit work from any of Innovation Visual's clients nor promote the work of an alternative supplier to Innovation Visual's client.
Variation No variation to these terms will be accepted unless agreed in writing by a Director of the Company and on Company Letterhead.
