Subject to the T&Cs below, Theobald Fox Limited (“we”, “us”, “our”) will provide the services to you, as set out in the scope of works provided to you (or as otherwise agreed between us) (the “Scope”), in accordance with any relevant start and/or delivery dates, and in return for the fees and expenses you will pay us, all as set out in the Scope (or as otherwise agreed between us).
- We will provide the services in accordance with applicable laws and using reasonable care and skill.
- Where the services are stated to be provided on an “exclusive” basis, you will not use another outside agency to provide the same or similar services, for the duration of the term of the services provided by us.
- You have ten (10) days after delivery of any agreed deliverables under the services to inform us in writing if you reject them. Rejection is only permitted where the deliverables materially fail to conform to any agreed specifications. We will use our reasonable efforts to amend and resubmit updated deliverables within a reasonable timeframe, at no extra cost to you.
- You will pay us the fees and expenses (including any pre-approved third party costs) for the services as set out in the Scope and in accordance with the timeframes and any invoicing requirements set out in it (or as otherwise agreed between us from time to time). All sums stated in the Scope are excluding VAT unless otherwise stated. Late payment shall accrue interest at the rate of 8% per year above the base lending rate of the Bank of England from time to time. In addition, we reserve the right to suspend the services to you until you pay any overdue amount plus any accrued interest to us.
- Your approval of copy, layouts or artwork to be produced in any media including electronic media will be our authority to purchase third party services and/or materials and prepare proofs. Your approval of proofs will be our authority to proceed with the production / distribution of the associated deliverables. Your approval of quotes for creative / production costs will be our authority to enter into contracts with third parties for the supply of those items.
- Any background materials we provide or make available to you (“TF Materials”) remain our property and any intellectual property (“IP”) rights in such background materials shall at all times remain vested in us, including any modifications or adaptations of the same produced in the course of the services. Any materials that you provide or make available to us for use in the services (“Client Materials”) remain your property and any IP rights remain vested in you, including any modifications or adaptations of the same produced in the course of the services, and you confirm you have the full right to provide them to us.
- Any samples, drawings, descriptive matters or illustrations contained in the Scope (or otherwise provided to you) are produced for the sole purpose of giving an idea of the services to be provided to you. These are TF Materials described above.
- Subject to you paying the fees and expenses for the services, we shall assign to you all IP rights in any deliverables created in connection with the services, except for any rights in the TF Materials or any third party materials which may be incorporated or contained in a deliverable, which remain vested in us and our third party licensors (as applicable). Subject to you paying the fees and expenses for the services, we grant you a world-wide, perpetual, irrevocable, non-exclusive, assignable, royalty-free licence to use any such IP rights in the TF Materials and any third party materials in connection with the deliverable in which they are incorporated or embedded.
- We will both keep confidential any confidential or commercially sensitive information provided to each other and shall not use it for any purpose other than to perform our respective obligations.
- Our total liability to you under or in connection with the provision of the services shall in no circumstances exceed 100% of the fees paid by you to us.
- These T&Cs, and any dispute(s) arising out or in connection with them or with the services provided hereunder (including non-contractual disputes), shall be governed by the laws of England and we agree that the English courts shall have exclusive jurisdiction to settle any dispute(s) or claim(s) between us.
- If these T&Cs are translated into another language, this English language version will take precedence.