GENERAL TERMS AND CONDITIONS OF BUSINESS

1. DEFINITION
   These terms of business apply to any work (“the Work”) undertaken by Tillymint Communications (“the Consultancy”) arising from instructions given by a client (“the Client”). These terms and conditions as set out will apply unless a variation has been subsequently agreed and confirmed in writing and signed by an authorised officer of the Consultancy and by a duly authorised person on behalf of the Client.
2. INSTRUCTIONS
   The Client shall be solely responsible for providing the Consultancy with all necessary information in connection with its goods/services, the market and generally. The Consultancy shall not be responsible for any shortcomings in such information.
3. COMPLETION
   Any date specified for the completion of the work is an estimate; whilst every effort will be made to meet with the date specified this cannot be guaranteed.
4. PRICES
   (ii) Additional charges will be made for any extra work plus costs and expenses entailed in altering or modifying designs or artwork caused by changes amendments or additions to client instructions, poor brief, incorrect copy or any cause beyond our control. Such modifications are charged at normal hourly rates. All work produced at clients request whether experimental or otherwise will be charged.
   (iii) We include an appropriate number of meetings within our fee estimate. Meetings in excess of those included in our costings will be charged in addition to any figures given, at our standard hourly rates.
   (iv) Unless already specified in our quotation, the client shall reimburse us for out of pocket expenses actually and properly incurred in the execution of the commission.
   (v) Project related costs incurred by us for items such as props, dummies etc. furnished at the clients request or being part of the normal requirements of a project, will be charged. Couriers will also be charged for.
   (vi) A charge will be made on all items or services purchased or ordered on the clients behalf, such as stand fitting, print, signs, photography, illustration etc.
   (vii) The Contract Price is exclusive of other chargeable taxes.
   (viii) Any estimate of the whole or any part of the Contract Price is given in good faith and shall be treated as an estimate only and all errors and omissions shall be excepted.
   (ix) Any estimates of contract price shall remain extant for three months.
   (x) Payment of the Contract Price shall be made in pounds sterling within ten days of delivery of invoice and the Consultancy shall be entitled to charge interest on overdue sums thereafter at the rate of four percent per annum above the base rate for the time being of the National Westminster Bank PLC.
   (xi) All new customers shall be required to pay for 50% of project costs in advance of the project commencement.
5. STAGES
   Where the Contract is quoted in stages then each such stage shall be an individual contract under these conditions and the Consultancy shall charge according to the individual stage payment agreement.
6. TITLE
   Licence to the final product only shall pass to the Client when and only when the full Contract Price for the Product has been paid. Licence will be revoked if the Product is not commercially exploited within two years of the contract date.
7. INTELLECTUAL PROPERTY RIGHTS
   (i) The Consultancy agrees to take all reasonable care and precaution to ensure that no design proposed or submitted infringes any existing patent design right registered design or other Intellectual Property Rights of a third party. It does not warrant or give other representation that any such design will not infringe any such right.
   (ii) Copyright and all Intellectual Property Rights in campaign concepts, designs, structures, sketches, drawings, dummies, models, and any other work produced by Tillymint Communications remain the sole property of Tillymint Communications unless and until otherwise assigned.
   (iii) The Consultancy will at the request and expense of the Client file or make any necessary application to protect such rights. The Client agrees to take all reasonable steps to facilitate such application and will make advance payment of all necessary professional and statutory fees for such application.
8. USE OF WORK
   Work carried out during the course of the commission shall not be used for any purpose other than that for which it was commissioned nor may any presentation work, sketch work or artwork in rough form be used or published as finished work without prior written approval from Tillymint Communications.
9. NO WARRANTY IN RELATION TO PROPOSALS
   All proposals made by the Consultancy are in good faith and on the basis of instruction and information put before the Consultancy at the time of preparation. Their suitability or application or effectiveness will depend on the Client, the Client’s staff and sub-contractors of the Client and no proposal is to be taken to warrant achievable or attainable results or performance.
10. INDEMNITY BY THE CLIENT
    The Client shall indemnify the Consultancy in respect of all financial liability (including professional costs, damages and accounts of profits) arising out of any claims made against the Consultancy alleging infringement of any Intellectual Property Rights if such claim arises from the use of information, inventions, ideas, designs, artwork, copy or other material provided by the Client or in respect of all and any claim howsoever arising under the Consumer Protection Act 1987.
11. CANCELLATION The client may stop the project at any time. On cancellation or postponement of the commission or any part of it for any reason Tillymint Communications is entitled to full remuneration for all work commissioned together with all costs and expenses and shall retain the copyright even if the fee agreed in advance for the work had included assignment of copyright.
12. INFRINGEMENT The Consultancy shall be under no liability to the purchaser for any actions costs claims or demands suffered in respect of any infringement of any patent trademark name registered design device for the protection of intellectual property or passing off save insofar as such infringement is due at the default or bad faith of the Consultancy.
13. CONFIDENTIALITY All information relating to the operation of the Client’s business acquired by us in the course of the contract will be treated in strictest confidence.
14. IMPLEMENTATION
    (i) The Consultancy will advise on implementation based upon normal production methods and techniques
    (ii) Proposals for implementation of the Consultancy’s designs are based upon the information provided by the Client and no warranty or representation is given concerning performance
    (iii) The Client shall indemnify the Consultancy in respect of any claim howsoever arising under the Consumer Protection Act 1987.
15. LIMITATION OF LIABILITY
    The Consultancy will carry out the Work commissioned to a proper professional standard but otherwise it cannot and does not accept any liability for any loss suffered by the Client arising from or out of the work or any consequent product.
16. ARTWORK
    We prepare and check artwork for reproduction as carefully as possible. However, we do not accept responsibility for any errors caused by the Client, ourselves, or suppliers (for example typesetters, printers etc.) once artwork has been passed for print or production. We do not accept responsibility for loss or damage to finished artwork or sketch work held by us. Artwork or sketch work kept for over one year will be destroyed unless claimed.
17. PROOFS Where the Clients are buying their own print they agree to furnish us with proofs before publication so that we may check them for accuracy. We do not accept responsibility for any errors overlooked, or which occur after the signing off on the proofs.
18. PUBLICITY AND EXAMPLES
    (i) The Consultancy shall have reasonable right to publicise its involvement in the Contract
    (ii) The Client shall provide examples of all its products covered by the Contract to the Consultancy free of charge and the Consultancy may use them for its publicity.
19. INTERPRETATION
    In the Order and these Conditions and all other contract documents between the Consultancy and the Client references to the singular shall include the plural and vice versa. References to the masculine shall include the feminine and vice versa and references to individuals shall include corporations and vice versa.
20. ENGLISH LAW This Contract and any other matters concerning the relationship between the Consultancy and the Client shall be governed by and construed in accordance with English Law and shall be subject to the non-exclusive jurisdiction of the English court.