Terms and conditions of business

1. Definitions

ʻthe Companyʼ Brand Remedy Limited whose registered office is at Flat 17, Barnes Quarter, Tallow Road, Brentford TW8 8EB (Company No. 2975217), trading as Remedy.

ʻthe Clientʼ Any person or business with whom the Company establishes a trading, business or contractual relationship.

ʻthe Contractʼ The agreement to be entered into between the Company and Client detailing the specific requirements of the Project. If there is any inconsistency between these Terms and the Contract, the terms of the Contract shall apply.

ʻDesignsʼ Any 2 dimensional or 3 dimensional works or graphics created by the Company for the Client during the course of the Project, including devices and/or text to be used by the Client as trademarks.

ʻthe Projectʼ The work to be undertaken by the Company as commissioned by the Client in respect of strategic support, business communications or branding.

ʻWorkʼ Any work in which copyright subsists including but not limited to original literary or artistic works, sound recordings, films, broadcasts or typographical arrangements.

2. Ownership of material

All artwork and transparencies created during the Project shall become the property of the Client at such time as payment is received by the Company in full, subject to the provisions of clause 3.2 below. The original illustration itself will remain the sole property of the artist(s). The Client shall purchase reproduction rights only from the Company unless a separate agreement is made for outright purchase (see 3.2 a) below). Printed matter shall become the property of the Client as and when full payment is received by the Company, although the Companyʼs suppliers will remain the sole owner of all base file material, plates and film.

3. Intellectual Property (“IP”) Rights and Protection

3.1 Trade Marks

A trade mark is an indicator of the origin of the goods or services to which it is applied. The Client will be responsible for the registration and costs of registration of any Designs as trademarks or otherwise should the Client wish to seek this protection. Following registration, the Client will be the owner of the rights in those trademarks. In the event that the Client wishes to apply for a registered trade mark, the Company will assign, to the extent it is legally able to do so, such rights as the Company has in the copyright in the relevant Design to the Client, subject to the Company having been paid in full all outstanding sums owed by the Client to the Company.

3.2 Copyright

a) The Company shall retain the ownership of copyright in any Work in which it subsists created during the course of the Project. The Company shall assign copyright ownership in that Work to the Client upon completion of the Project, subject to payment in full and subject to the Company being able to pass on that copyright.

b) Where the copyright in the Work resides with the Company or a third party, a licence will be granted to the Client for use of the Work for the purposes for which it was commissioned, the terms of the licence to be agreed between the parties. The Client will not use the Work for any purpose other than provided for by the licence without the prior written consent of the Company. If the Client requests to use the copyright other than provided for by the licence, the Company will, at the request of the Client, seek the written consent of a third party owner of copyright where necessary. The Client will pay all reasonable costs incurred by the Company in extending the rights conferred by the licence.

3.3 Patents and Design Rights

Such rights as the Company may have in any patentable invention or design (whether registerable or not) arising directly out of the Project will reside in the Company. However, subject to agreement by the Company, such rights may be transferred to the Client subject to receipt by the Company of all sums owed by the Client to the Company. The Company will only be able to transfer such rights as it actually has. The Client will pay all reasonable costs incurred by the Company in completing the assignment. Where such rights have been transferred to the Client, the Company will prepare any necessary drawings or documents in order to assist the Client in making an application for a patent or registration of a design, conditional upon an additional fee being agreed and paid for this work. The Company shall be entitled to negotiate with the Client a licence to enable it to use any invention or design under this clause should it wish to do so.

4. Artwork and proofs

The Company shall be entitled to submit artwork and proofs of its work to the Client for approval and, if so done, shall not be responsible for any errors therein which are not identified by the Client and notified to the Company prior to approval. The Client shall be responsible for checking the content and accuracy of the artwork and proofs submitted to it.

5. Quotations

a) A quotation by the Company is not to be deemed an offer, and any order given based on a quotation shall not be contractually binding on the Company until accepted by the Company in writing. Unless previously withdrawn, a quotation is open for 30 days from being issued. A quotation is based on a briefing prior to its compilation. If a brief should change, for whatever reason, the Company shall have the right to revise its charges, taking these changes into account.

b) The estimate of fees given by the Company is an estimate based upon an initial assessment of the Project. The estimate is provided in good faith and the Company will endeavour to meet the estimate. However, due to the creative nature of the work undertaken by the Company, any fees estimate provided cannot be deemed to be a fixed fee. The Company will notify the Client if it becomes apparent that the estimate is likely to be exceeded.

6. Terms of payment

a) All prices quoted are exclusive of VAT. Invoices are payable, in pounds sterling unless otherwise agreed, not later than 30 days following the date of the invoice. Failure to pay within this prescribed period will result in a late payment surcharge calculated at 3% above the prevailing Bank of England base rate from time to time on the unpaid amount from the date of the invoice until all the outstanding sums are received by the Company.

b) Any queries concerning an invoice must be raised with the Company within 30 days of the date of the invoice otherwise the invoice shall be deemed to be accepted by the Client.

7. Delivery

All dates given by the Company for delivery of material to the Client are estimated dates only and therefore, the Company shall incur no liability for any loss or damage whatsoever as a result of failure to adhere to those dates.

8. Publicity

a) Should the Client wish to use the name of the Company in connection with any publicity arising out of the Project, specific approval must be obtained in writing from the Company signed by a duly authorised officer of the Company.

b) The Company reserves the right to utilise any work produced for the Client in the course of the Project in its own publicity material.

c) The names, images and logos identifying the Company and any third parties, and their respective products and services are protected by copyright, trade marks and other intellectual property rights. Nothing in these Terms confers any licence or right to use any of these rights without the prior consent of the relevant owner of those rights.

9. Confidentiality

a) For the purposes of this clause, “Confidential Material” means all financial, commercial and other information concerning the business and affairs of the Client (or any of its clients) which is directly or indirectly disclosed (including information disclosed orally) to the Company. For the avoidance of doubt, Confidential Material does not include information in the public domain (other than by virtue of a breach of this clause by the Company).

b) All Confidential Material and all other documents and property relating in any way to the Clientʼs business which have been prepared or created by the Company or with its assistance or which have been in the Companyʼs possession or control at any time during the course of the Project are deemed to belong to the Client.

c) Whether during the Project or at any time thereafter, the Company shall not use (either for its own purposes or for that of a third party), publish or disclose to any third party any Confidential Material (except with the Clientʼs prior written consent). The Company shall use its best endeavours to prevent such publication or disclosure.

d) The Company will store any Confidential Material securely. This applies to both hard copies and electronicinformation.

e) Upon the termination of the Project (or at any earlier time on demand) the Company must deliver up to the Client all such Confidential Material as the Client shall notify.

f) The Company must immediately inform the Client if it becomes aware of the possession, use or knowledge of any Confidential Material by any person not authorised to possess, use or have knowledge of the Confidential Material.

g) Failure to comply with this clause shall constitute a breach of this Contract entitling the Client to terminate it immediately. In the event of termination of this Contract for whatever reason the Company remains bound by the obligations of confidentiality contained in this clause.

10. Damage to Clientʼs materials

The Company shall not be responsible for any damage caused to the Clientʼs transparencies and other materials or items lent to it for use in the Project, and these shall be held by the Company at the Clientʼs own risk.

11. Force majeure

Should either party be prevented from completing the Project or delivering specific services under it, by reason of circumstances beyond its control, including but not limited to an industrial dispute, fire, floods, acts of God, acts or regulations of any governmental or supranational authority, breakdown, war, or riot, the Contract/Project shall be suspended or terminated at that partyʼs discretion as may be appropriate in the circumstances.

12. Cancellation of the Project

a) The Project may be cancelled by the Client at any time by giving not less than 90 days notice, in writing, to the Company. Should the Client wish to terminate the contract on shorter notice, the Company reserves the right to charge the Client 25% of the remaining estimated fee for completion of the Project.

b) The Company may cancel the Project at any time by giving 30 days notice to the Client.

c) Where the Project is postponed or cancelled, the Company will render an invoice appropriate to the amount of work carried out by the Company on the Project to the date of cancellation or to the date on which the Project is postponed. Where the Project is postponed or cancelled by the Client or his agent, this charge will take into account any future commitments for the Project entered into by the Company.

d) The Company shall not be liable for any loss or damage whatsoever arising, whether wholly or partly from or in respect of any service carried out, or from any non-performance thereof as a result of the cancellation of the Project (whether or not such loss or damage may arise by virtue of any negligence of its agents or employees or subcontractors).

e) In the event of the insolvency, liquidation (other than voluntary liquidation for the purpose of immediate reconstruction or amalgamation) or receivership of the Client or the Company, the Company may immediately terminate the Contract and Project without prejudice to any other rights that it may have under the Contract or the Terms.

13. Liability

a) The Client is responsible for carrying out the necessary checks and searches to satisfy itself that there is no misrepresentation or defamation resulting from its use of the work produced by the Company for the Project. The Client will be responsible for adhering to data protection legislation where appropriate. The Company shall not be liable in respect of any claims which may arise in respect of misrepresentation or defamation.

b) The Company shall not be liable for loss, damage, cost or expense arising in any way, directly or indirectly, from failure by the Client or its employees or agents to exercise reasonable skill and care in connection with the Project or for any omissions by the Client to comply with any of its obligations or exercising any of its responsibilities under the Terms or the Contract. In so far as the Company incurs losses as a consequence of such failure on the part of the Client, the Company shall be entitled to charge such reasonable costs in respect of such losses, as are not otherwise set out in the Contract.

c) The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. The Company shall notify the Client immediately should it become aware of such instructions having been supplied.

d) The Company has no liability to third parties whatsoever for any non-performance whether in whole or in part of the obligations conferred on the Company by these Terms or by the Contract.

14. General

a) These Terms shall be deemed to form part of any order accepted or contract entered into by the Company.

b) Any terms and conditions on the Clientʼs order form or other material will not form part of the Contract with the Company unless the Company has specifically agreed to be bound thereto in writing.

c) These Terms shall not be varied by the Client unless agreed to by the Company and varied by written documentation signed by an authorised signatory of the Company. The Company reserves the right to vary the Terms from time to time and shall notify the Client of any variations which are likely to impact upon the Project or the Contract.

d) If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions or remainder of the provision in question shall not be affected.

e) These Terms shall be governed by and interpreted in accordance with the laws of England and Wales.