01. Seventh Wave Media charges fees for its services. Accounts are due for payment within 30 days of the date of invoice, failing which we reserve the right to charge interest at the rate of 4% above Barclays Bank base lending rate from time to time.
02. On a retainer basis, fees are invoiced monthly in advance. For projects, an initial payment of 50% of the agreed fee, or of the stage fee, will become due on commissioning with the balance due on completion of the stage. This paragraph is subject to any specific terms of payment set out in our proposal.
03. Seventh Wave Media fees shall be exclusive of reasonable disbursement and expense items and VAT in respect thereof, incurred on behalf of the client and wholly and necessarily incurred in the handling and operation of the agreed programme. These disbursements and expense items may include, travel, accommodation, messenger services, postage and stationery. These costs will be billed at the end of the stage or project as set out in our proposal.
04. Where Seventh Wave Media, on the client's behalf and with their agreement, incurs costs for work bought outside by Seventh Wave Media (for example research, artwork, copy, production, reproduction or print work) they will be charged at cost plus an appropriate mark up for time and overhead recovery.
05. Quotations are based on current costs and automatically lapse after three months. The acceptance of our quotation will not constitute a contract but will be deemed to be a firm order placed with Seventh Wave Media by the client upon the terms of the said quotation. No order by the client shall be deemed to constitute a contract between the parties unless and until accepted by Seventh Wave Media, whereupon these terms of business will be deemed to have been accepted unconditionally by the client and to the exclusion of all other terms and conditions which may purport to apply and/or may be contained in the client's purchase order, acceptance form, confirmation of order or other similar document. We reserve the right to charge for additional work not contemplated by the quotation. Unless otherwise specified.
06. Work carried out and material used or supplied whether experimentally or otherwise at or reasonably necessitated by the client's request may be charged for, including work prior to contract. Any such work, including preliminary work, plans or proposals carried out or presented to the client is submitted on the basis that it is for the client's consideration only, may not be divulged to a third party and cannot be used by the client in any way if a contract is not subsequently entered into between the parties.
07. At least one month's written notice of termination of commitment or contract is required from either side. The client will be liable to indemnify Seventh Wave Media for all disbursements incurred or committed by Seventh Wave Media on its behalf and will indemnify Seventh Wave Media for the full amount outstanding as at the date of termination including all invoices for fees rendered by Seventh Wave Media during the notice period.
08. Seventh Wave Media reserves the right to discontinue forthwith any work in hand for the client in the event of non payment of accounts at the correct time, material breach of any of the terms of this agreement by the client or the levying or execution against the client or the making by the client of any composition or arrangement with creditors or in the event of the client's liquidation, administration, receivership, amalgamation or reconstruction.
09. The client agrees to indemnify Seventh Wave Media against all claims, actions and legal costs arising from disputes based on the publication by Seventh Wave Media of information and material (including designs or specifications) supplied and approved by the client; and to provide Seventh Wave Media with such factual evidence in support of product or advertising claims as Seventh Wave Media may reasonably require to satisfy statutory or business requirements. The client warrants that the use of such information and material for the purposes of the project will not infringe the rights of a third party,
10. Whilst Seventh Wave Media uses care and professional expertise in carrying out work on behalf of its clients save only in those circumstances set out in Clause 12 below, can Seventh Wave Media, its officers, employees or agents be liable for any direct or indirect loss, costs or damages (whether in contract, tort or otherwise and irrespective of any negligence or other act, default or omission) in connection with any information, opinion, or services provided by Seventh Wave Media or its agents, sub-contractors or suppliers. These terms are in substitution for any obligation, or other terms that might be implied by statute, and any such obligations, representations or terms are hereby expressly excluded. This clause shall not operate to exclude liability
11. Any claim by the client which is based on any alleged defect, error or omission in the quality of the work and services provided or their failure to correspond with the specification in the proposal shall be notified to Seventh Wave Media in writing within 7 days from the date of supply of the services complained of by Seventh Wave Media. If the client fails to notify Seventh Wave Media within 7 days, Seventh Wave Media will have no liability and the client will be bound to pay all fees which may be due as if the services had been delivered in accordance with the proposal.
Where a valid claim is notified to Seventh Wave Media in accordance with these conditions, Seventh Wave Media will be entitled at its sole discretion:
(i) to replace the work or services (or the part in question);
(ii) to refund to the client the fees or a proportional part thereof; or
(iii) to rectify the defect, error or omission;
provided that Seventh Wave Media shall have no further liability to the client and under
12. Seventh Wave Media will make reasonable efforts to meet agreed project and individual stage target dates. However, the project programme will not be contractually binding and times specified therein will not be of the essence, but shall be approximate estimates only. No liability for loss or damage shall accrue to Seventh Wave Media
13. All assignable copyright in reports commissioned by a client passes automatically to the client upon full payment of Seventh Wave Media agreed charges. Preliminary work or plans, and proposals are the sole copyright of Seventh Wave Media and must not be reproduced, disclosed or offered for sale to any unauthorised person, either wholly or in part, without Seventh Wave Media prior consent in writing unless agreed otherwise. Seventh Wave Media reserves the right to sue for damages for breach of copyright; it is understood that the client will indemnify Seventh Wave Media if any unauthorised reproduction makes Seventh Wave Media liable to a claim from a third party whose copyright is thus breached, e.g. from a sub-contractor. Seventh Wave Media retains copyright in all other matters, including without prejudice to the generality of the foregoing, the specialist techniques and tools of Seventh Wave Media.
14. Seventh Wave Media acknowledges a duty not to disclose without the client's permission during or after its terms of appointment any confidential information resulting from studies or surveys commissioned and paid for by the client. The client, in turn, acknowledges Seventh Wave Media right to use as it sees fit any general marketing or other intelligence in the field of the client's product or service which Seventh Wave Media has gained in the course of its appointment. These restrictions cease to apply to any confidential information which may (otherwise than by default of Seventh Wave Media or the client) become available to the public generally.
15. The client agrees that it will not at any time either during the project or for a period of 6 months following completion or termination of the project without the prior written consent of Seventh Wave Media directly or indirectly entice or solicit or endeavour to entice or solicit away from Seventh Wave Media any employee with whom the client has dealt in connection with the provision of services by Seventh Wave Media.
16. Save for internal purposes and/or in internal documents, the client may not use the name of Seventh Wave Media unless Seventh Wave Media has given its prior written approval to the use of its name.
17. Force majeure : Seventh Wave Media shall not be liable to pay compensation for any loss consequential or otherwise occasioned by any delays caused directly or indirectly by uncontrollable events including failure of Seventh Wave Media sub-contractors and/or suppliers to deliver any merchandise or perform any service. Without prejudice to the generality of the foregoing, uncontrollable events include acts of God, war, strikes, industrial action short of a strike, blackouts, accidents, fire, blockade, import or export embargo, natural catastrophes or other obstacles over which Seventh Wave Media has no control.
18. Until payment of its fees in full, Seventh Wave Media has a lien over all documents, papers, material, computer software or other property of the client.
19. This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England. Any proceedings arising out of or in connection with this agreement may be brought in any Court of competent jurisdiction in England. The submission by Seventh Wave Media to such jurisdiction shall not limit its rights to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.