1 – INCORPORATION

1.0 – 369 Saga LTD will carry out the Project for the Client in accordance with these terms and conditions. The Client agrees to be bound by these terms and conditions.
1.1 – No variation or amendment to these terms and conditions will be binding unless agreed in writing by a director of 369 Saga LTD.
1.2 – In the event that any one or more of these terms and conditions proves to be unenforceable, the remaining terms and conditions shall nevertheless continue to have full force and effect.
1.3 – The Client will ensure that it’s Brief and any applicable specifications are complete and accurate.

 

 

2 – SERVICES

2.0 – The Client acknowledges that it has produced the Brief based on the Initial Briefing Meeting and questionnaire with 369 Saga LTD.
2.1 – For each potential new Project agreed upon between the parties at any time a Proposal will be submitted to the Client by 369 Saga LTD, for approval in writing.

 

 

3 – COPYRIGHT AND INTELLECTUAL PROPERTY

Subject to the remaining provisions of this Clause, copyright and all intellectual property rights and similar rights in all materials, including but not limited to, reports, documents, artwork, layouts, copy, storyboards, creative briefs, designs, and other similar material (the “Content”) [which are [selected] by the Client for publication] produced solely by 369 Saga LTD. specifically for the purposes of the Project shall be assigned to the Client upon completion of the Project subject to the Client has complied with all its obligations and having paid all fees and sums due to 369 Saga LTD.in full.

Any intellectual property that was not incorporated into the final design remains the sole property of 369 Saga LTD.

The copyright and intellectual property rights, know-how, methodologies, systems, processes and databases used, owned or created by 369 Saga LTD. for the purposes of creating the materials comprised in the Project and/or which are also intended for the Client’s use shall remain the property of 369 Saga LTD. Any licence granted by 369 Saga LTD. in respect of any such use by the Client shall be subject to the parties agreeing on commercial terms and fees relating to the same.

The Client acknowledges and agrees that any materials or any identifiable idea or concept presented by 369 Saga LTD. shall be acknowledged as being available only for the specific purposes (and timing, if applicable) for which it was provided and shall not be used for any other purposes whatsoever without 369 Saga LTD. prior written agreement. 369 Saga LTD. shall be entitled to charge and additional fee for any extension of use.

In respect of any materials or any identifiable idea or concept which are presented to the Client and which are not [selected for use][by the Client], these shall remain the property of 369 Saga LTD. and shall remain strictly confidential and shall not be used in any way, including communication to any third party, without 369 Saga LTD. express prior written consent.

 

 

4 – FEES

4.0 – Fees are due on the following basis: 50% upon commencement of the Project and 50% upon completion of the Project, unless the Proposal provides for other payment terms. The first invoice will be issued immediately after the Briefing Meeting. The 21 days does not apply here as work will not commence until this payment has been made. The second invoice will be issued prior to the production of the final design and artwork.
4.1 – Third party costs and reasonable expenses and disbursements (including all travel and subsistence expenses) incurred by 369 Saga LTD. shall be payable in addition to the Fees and will be invoiced at the same time as the Fees.
4.2 – In consideration of the Fee, 369 Saga LTD. will:

  • attend a Briefing Meeting at a time to be agreed
  • submit a proposal to the Client
  • carry out no more than one revision of the Proposal
  • attend Presentation Meeting (dependent on client availability and deadlines)
  • produce the design and artwork set out in the Proposal
  • carry out no more than one set of amends unless otherwise stated in the Proposal

4.3 – Indications as to the time of completion of the Project set out in the proposal are estimates given for guidance purposes only.
4.4 – 369 Saga LTD. will be entitled to use reputable sub-contractors in relation to the provision of the Project as it sees fit.
4.5 – The Fee does not include any copywriting (unless specified), purchase of photography, illustration, naming (unless specified), print/paper costs, legal checks or trademark registration.
4.6 – All invoices are payable within 30 working days from the date of invoice.
4.7 – If payment is not received within the payment timescales, 369 Saga LTD. may charge interest at the rate of 3% per annum above HSBC Bank plc base rate from time to time on any unpaid balance until payment in full is made. In the event of overdue payment, 369 Saga LTD. may suspend the Services until payment has been received and any timetable agreed for the performance of the project shall be extended by an equivalent period.
4.8 – VAT (or any other sales taxes) will be included in 369 Saga LTD. invoices as a separate and additional item where appropriate.
4.9 – 369 Saga LTD. reserves the right to require advance payment from the Client in the event of any substantial commitments being entered into by it on the Client’s behalf. In such circumstances, the Client shall pay 369 Saga LTD.’s relevant invoice within the agreed timescale.

All payments due to 369 Saga LTD. shall be made in UK Pound Sterling unless otherwise stated in the Proposal.

 

 

5 – VARIATION OF FEES

5.0 – 369 Saga LTD. reserves the right to increase the Fee if the client modifies the Brief after the Briefing Meeting. It shall submit to the Client in writing details of the change and reserves the right to stop working if the revised Fee is not agreed upon and to be paid for work done to date on a pro-rata basis.
5.1 – In the event that the Client requests such a change, 369 Saga LTD. shall have a reasonable time to consider such a request and its likely impact. 369 Saga LTD. shall respond in writing to the Client setting out the effect of the change on the Project and the Fees, and how the change could be carried out (“the Revised Proposal”). The Client shall have a reasonable period to consider the Revised Proposal. If accepted, the Revised Proposal shall be deemed to have amended the Proposal. If rejected, the Proposal shall continue as before.
5.2 – During the continuation of the procedure outlined in this Clause, any obligations of 369 Saga LTD. in respect of the Project which may be affected by the proposed change shall be suspended until completion of this procedure. The timescale for completion of the Project shall be extended by a corresponding period.
5.3 – To the extent that at the Client’s request, a change to the Proposal has resulted in 369 Saga LTD. rejecting, cancelling or stopping any and all plans, schedules or work in progress with third parties, 369 Saga LTD. will take all reasonable steps to comply with any such request provided that 369 Saga LTD. is able to do so within its contractual obligations to suppliers. In the event of any cancellation or amendment, the Client will reimburse 369 Saga LTD. for any charges or expenses incurred by 369 Saga LTD. to which 369 Saga LTD. is committed and shall also pay 369 Saga LTD. ’s fees and costs covering these items (on a time and materials basis at 369 Saga LTD. standard daily staff rates).
5.4 – In the event that the Client terminates cancels or stops any Project, 369 Saga LTD. (at its sole option) shall be entitled to charge the Client a cancellation fee based upon costs incurred and/or committed to by 369 Saga LTD.
5.5 – The Fees and the scope of the Services are based on information provided by the Client to 369 Saga LTD. at the time the Fees were fixed. In the event that any incorrect or incomplete information is given, 369 Saga LTD. may increase or decrease the Fees (by written notice to the Client setting out the reasons for such increase or decrease) in order to make such reasonable adjustments to the Fees as is necessary to take account of any such incorrect or incomplete information.
5.6 – The Client shall be responsible for additional fees (calculated on the basis of 369 Saga LTD. standard hourly rates) in the event of any additional work arising following a change in the Client’s instructions or requirements subsequent to any work carried out by 369 Saga LTD. in accordance with an approval previously given by the Client.

 

 

6 – LEGAL LIABILITY

6.0 – 369 Saga LTD. shall not be responsible for any late or non-delivery of any materials in connection with the project to the Client (the “Deliverables”) due to any failure of the Client, or the Client’s agents and/or sub-contractors to fulfil their obligations.
6.1 – The Client shall be responsible for the accuracy, completeness and propriety of information concerning its organisation, products, competitor products and services and all matters arising out of the use of materials that it or any third party on its behalf furnishes to 369 Saga LTD. in connection with the performance of the Services and the Client shall indemnify 369 Saga LTD. and its sub-contractors in respect of any loss, liability or expense (including reasonable legal expenses) which arises in respect of the same or which 369 Saga LTD. may sustain resulting from any claim or proceedings made or brought against it arising out of the nature or use of any the Client’s products/services by or on behalf of the Client or any breach by the Client or any party acting on its behalf of the terms of any licence obtained for the Client by 369 Saga LTD.
6.2 – 369 Saga LTD. shall not be liable for any delay or omission of launch, publication, production or transmission or any error in any materials created by it, nor delay in posting or delivery, in the absence of default or neglect on its part.
6.3 – 369 Saga LTD. shall not be liable for any failure in respect of any obligations which result directly or indirectly from failure or interruption in any software, if applicable, or services provided by third parties or technical malfunctions outside 369 Saga LTD.’s direct control.
6.4 – Neither party shall be liable to the other in respect of the indirect, economic or consequential loss.
6.5 – The Client acknowledges that 369 Saga LTD. can take no responsibility for the ultimate performance and successful application of the designs produced either in obtaining research results or trading figures.

 

 

7 – CONFIDENTIALITY

7.0 – Both 369 Saga LTD. and the Client shall use their best endeavours to ensure that proprietary information or confidential information relating to the business customers or trade secrets of the other party (“Confidential Information”) is not disclosed to any other person, firm or corporation.
7.1 – The obligations in this Clause shall not apply to Confidential Information already known to either party prior to the disclosure of Confidential Information to it, to information that is in the public domain or to any information that is required to be disclosed by law. Either party may disclose Confidential Information which has been approved in advance by the other party for disclosure.

 

 

8 – PRIVACY AND DATA PROTECTION

8.0 – See our Data Privacy and Protection Notice for how we treat Subject Data as Data Controllers
8.1 – See our Data Protection Notice Addendum for how we treat Subject Data provided by clients – as Data Processors

 

 

9 – GOVERNING LAW

9.0 – This Agreement shall be governed by and construed in accordance with English law. Any claim, dispute or difference which may arise out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English Courts, except in respect of the enforcement of any judgment, where this jurisdiction shall be non-exclusive.

 

Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time. Headings in these Conditions are for ease of reference only and shall not affect the construction or interpretation of any provision.

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