In these conditions, “We” shall mean Jacob Bailey Group Ltd or any of its companies, Jacob Bailey Ltd, Jacob Bailey Inc, Decipher and 032 Design. “Service” shall be the work to be produced by us pursuant to the Contract. “You” shall mean the customer that has placed the order for the Material to be produced, and “Contract” means any agreement between us to produce the said Material.
Subject to any special terms agreed, the price for the Service will be as set out in the Specification. If no price is quoted, we shall be entitled to charge for time and labour at our current rates, and for materials at rates agreed with you but not being less than our purchase cost.
The quoted price will change if:
• you request changes to the Service or Specification;
• goods or services to be acquired from any third party change in price, or a provision in relation to price in our Specification is insufficient; or
• any information supplied by you to us is inaccurate or misleading.
We will notify you if the quoted price will change before undertaking further work.
All prices do not include value added tax (“VAT”), which you may also be charged for.
Unless otherwise agreed in writing, a deposit of 25% of the quoted price of the Service is to be paid in advance before we commence work.
A contract will come into existence between you and us when we have received payment of the deposit in full and we confirm to you by email that we have accepted your order. We will not begin any work until the contract comes into existence.
For jobs over the value of £5,000, all payments of the price of the Service must be paid in installments (Staged Payments) as set out in the Specification or as otherwise agreed by your account management team in writing. A maximum of 25% of the total price is to be paid on final delivery/ completion of the Service.
We will notify you if any expenses or third party costs will be incurred in connection with the Service. We may ask you to pay up-to 100% of these costs up-front before we incur them. We will use reasonable endeavors to ensure these costs are not exceeded and will tell you if they are. Copies of expense receipts will be provided upon request. The sorts of costs we expect to tell you about are print costs, photography or model/image license fees.
Invoices are to be paid by you (together with any applicable VAT, and without any set-off or other deduction) within 30 days of the date of our invoice.
If payment is not made within 15 days of the due date, we shall be entitled, without limiting any other rights we have, to charge interest on the outstanding amount at the rate of 4% above the base rate of HSBC Bank plc from the due date until the outstanding amount is paid in full.
On receipt of payment of all invoices, and unless otherwise agreed in writing between the parties, all rights in the Service or Material shall belong to you. Until receipt of such, all rights in the Material shall remain vested in us.
At all times, and unless otherwise agreed in writing by both you and us (such agreement not to be unreasonably withheld), we shall be entitled to use, display and distribute the Material in connection with promotional, advertising and/ or business development purposes for our business.
If you tell us that the Material is confidential we will use reasonable endeavors to keep such Material confidential. This confidentiality provision does not apply if we are required to disclose the confidential information pursuant to any law or regulatory body, or if the information is or becomes public knowledge by no fault of our own.
It is your responsibility to ensure that any information you provide to us does not infringe the copyright or other rights of any third party. It is your responsibility to indemnify us against loss, damages, reasonable costs and expenses or other claims arising from any such infringement.
You agree to comply with all relevant laws and regulations including, but not limited to the Data Protection Act 1998 and GDPR 2018.
Each party will treat and will ensure that its services, agents, representatives and any sub-contractor treat as confidential all information (including personal data belonging to Jacob Bailey or its clients that you may have access to) of a confidential or commercially sensitive nature relating to the other of which it becomes aware by virtue of its relationship with the other under this Contract.
Either party that has, during the course of the Contract, received information in a recorded form shall return or destroy (at the option of the disclosing party) such records;
• The expiry of the term of the Agreement or the requirements of the GDPR 2018 legislation, whichever is sooner; or
• Earlier request
The provisions of this clause will not apply to information which legally must be disclosed by the receiving party or which is part of or enters the public domain through no fault of the disclosing party.
Any non-compliance with the requirements of the GDPR will be treated as a breach of contract.
We do not provide any warranty to goods or services supplied by a third party nominated by you, or any guarantee as to their quality and fitness for purpose.
Where possible, we will assign to you the benefits of any warranty, guarantee or indemnity given to us by any third party nominated by us in connection with the Service.
For the avoidance of doubt, delivery times for the Service are estimates only and time shall not be of the essence.
We shall have no liability for the loss, damage, costs, delay, expenses or other claims for compensations arising from:
• any information or instructions supplied by you which are incomplete, incorrect, inaccurate, illegible out of sequence or in the wrong form;
• any failure by you to pay any additional sums required to third party costs or expenses incurred in connection with the Service; or
• any other default by you.
To the fullest extent permitted by law, we shall not be liable for any loss of profit, or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of, or in connection with the provision of the Service or the use of the Service. Our total liability to you in respect of all other losses arising in connection with the Service, however arising, shall in no circumstances exceed the total price of the Service.
Any disputed invoices should be notified in writing by you within 14 days of the date of the invoice. If notification is not received within 14 days, the invoice will be deemed to not be in dispute and full and final settlement will be required.
We will not be liable to you for any failure to perform any of our obligations in relation to the Service if that failure was due to any cause beyond our reasonable control. If we are deemed to be in breach of any terms agreed between you and us, and such breach is remedied by us within 14 days of being notified by you in writing, we shall have no liability to you for that breach.
We may terminate this contact at any time and for any reason by giving one months’ prior written notice to you. If we terminate pursuant to this clause, we will return any outstanding deposit to you for work in connection with services that have not yet been carried out.
You may terminate this contract at any time and for any reason by giving us prior written notice within the time-scale outlined to you in the Specification. In the absence of such, you may terminate this contract at any time and for any reason by giving us three months’ prior written notice.
Either party may terminate this contract immediately if the other commits any breach of these terms and fails to remedy the breach within 14 days after written notice or if the other:
• enters into liquidation, becomes bankrupt, makes a voluntary agreement or other composition with its creditors or has a receiver or administrator appointed, or the equivalent to the foregoing occurs in any jurisdiction;
• suspends or ceases, or threatens to suspend or cease, to carry out all or a substantial part of its business; or
• dies, or is incapable of managing his own affairs because of illness or incapacity, or becomes a patient under any mental health legislation.
If the contract is terminated:
• you shall pay immediately to us all the outstanding unpaid invoices and interest;
• in respect of the Service supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
• you shall return all property which we have supplied to you. If you fail to return such property to us within the relevant time period, then we may enter your premises and take possession of it. Until the property has been returned, you shall be solely responsible for keeping that property safe and will not use that property for any purpose not connected with this contract; and
• the accrued rights, remedies, obligations and liabilities of the parties, shall not be affected.
Any provision of these terms which expressly or by implication has effect after termination shall continue in full force and effect.
Without limiting our other rights or remedies we may terminate or suspend the provision of the Service or any other contract you have entered into with us, with immediate effect, if you fail to pay any amount due to us on the due date for payment.
These terms together with the Specification of work constitute the entire agreement, and supersede any previous agreement or understanding, and may not be varied except in writing between the parties.
Any notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to the other party at its registered office or principal place of business.
No failure or delay by either party in exercising any of its rights under this contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
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 of these terms and remainder of the provision in question shall not be affected.
You may not transfer any of your rights or obligations under this contract to another person without our prior written consent.
A person who is not a party to this contract shall not have any rights under or in connection with it.
Nothing in these terms is intended to, or shall be deemed to, constitute to a partnership, joint venture or agency of any kind between you and us.
We may at any time assign, transfer, charge or subcontract any or all of our rights under this contract or in the Materials to any third party or agent as we deem fit.
This contract, and any dispute or claim arising shall be governed by, and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.