The following terms and conditions refer to LOCK Strategic Marketing Ltd and its relationship with its clients and potential clients.
1. Definitions and interpretation
- Client: the person or organisation stated on the Service Agreement as agreeing to purchase Services from LOCK.
- Conditions: these terms and conditions and any documents referred to in them.
- Confidential Information: information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known.
- Contract: the contract between LOCK and the Client for the supply of Services in accordance with these Conditions and the Service Agreement.
- Estimate: any description of the Services that could be provided by LOCK to the Client with an estimated cost.
- Intellectual Property Rights: patents, copyright and related rights, moral rights, trademarks and service marks, goodwill and the right to sue for passing off or unfair competition, and all other intellectual property rights.
- LOCK: LOCK Strategic Marketing Ltd registered in England and Wales with company number 12362225 and with its registered office at 61 Mosley Street, Manchester, England, M2 3HZ.
- Order: the Client’s request for Services as set out in their written acceptance of LOCK’s Service Agreement.
- Service Agreement: the document that confirms the Services LOCK will supply to the Client and the fees to be paid.
- Services: the services supplied by LOCK to the Client as set out in the Service Agreement.
- Specification: the description or specification of the Services provided from LOCK to the Client as set out in the Service Agreement.
- Writing: includes any written form including email but specifically excludes SMS or MMS or WhatsApp messages or other messages communicated through social networks.
- Any reference to us, our or we is a reference to LOCK.
- Any reference to you or your is a reference to the Client.
2. Basis of contract
- An Order constitutes an offer by the Client to purchase Services in accordance with these Conditions and the Service Agreement.
- An Order shall be deemed to be accepted on the earlier of:
- a. we issue you with written confirmation of the acceptance of the Order; or
- b. with your knowledge we commence any aspect of the provision of any of the Services (in which case it shall be deemed to be acceptance in respect of all Services set out in the Service Agreement)
- c. at which point and on which date a Contract shall come into existence (the Commencement Date).
- The Contract is only governed by these Conditions and the Service Agreement (and any other document expressly referred to in them).
- Any samples, drawings, descriptive matter or advertising or promotion issued by us does not form part of the Contract or have any contractual force.
- An Estimate shall not constitute an offer and shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
- In the event of any conflict or inconsistency between a Service Agreement and these Conditions, the Service Agreement shall prevail unless otherwise agreed by us in Writing.
- The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on our behalf which is not set out in the Contract.
3. Supply of services
- We will supply the Services to you in accordance with the Contract.
- We will use reasonable commercial endeavours to meet any deadlines specified in the Service Agreement but such dates are estimates only and will not be binding and time of delivery of the Services shall not be of the essence.
- We will provide our Services to you using reasonable care and skill.
- We reserve the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in any such event.
- We will have full control over working time, methods and decisions in relation to the provision of the Services. We will work autonomously and not at your direction, however we will be responsive to your reasonable needs and concerns.
4. Client’s obligations
- a. ensure any information you provide to us is complete and accurate;
- b. ensure that the Service Agreement and, in particular, the Specification, are complete, accurate and suitable for your purposes;
- c. provide all reasonable co-operation in all matters relating to the Services;
- d. help us to access the people we need to deliver the Services;
- e. provide us with such information and materials as we may reasonably need to deliver the Services;
- f. provide us, our employees and subcontractors access to your premises, office accommodation and other facilities as reasonably required by us;
- g. be responsible (at your own cost) for preparing the relevant premises for the supply of the Services;
- h. obtain all licences, permissions and consents which may be needed for the Services;
- i. comply with any additional obligations as set out in the Service Agreement; and
- j. permit us to share relevant information and materials with other Suppliers in order to deliver the Services.
If our performance of any of our obligations under the Contract is prevented or delayed by you, any of your employees, agents or subcontractors (Default):
- a. we have the right to suspend performance of the Services until you remedy the Default;
- b. we will not be liable for any costs or losses sustained or incurred by you; and
- c. you will reimburse us for any costs or losses arising from the Default.
5. Third party suppliers and subcontracting
- Your Service Agreement will confirm whether we are to manage other third party suppliers (Suppliers) on your behalf.
- Where the Services involve us supervising other Suppliers to you:
- a. we will act as an intermediary between you and such Suppliers as your agent;
- b. we will not have any direct contractual relationship with such Suppliers and you will have separate agreements with such Suppliers in your own name;
- c. all fees due to such Suppliers shall be payable by you directly; and
- d. we will have no liability to you in respect of any services provided by the Suppliers other than to the extent that such liability arises as a direct result of the Services.
- Notwithstanding clause 5.1 we shall be entitled to subcontract some or all of our Services to a third party at our absolute discretion unless we expressly agree otherwise in Writing and, in such instances, any sums that are due our subcontractor will be invoiced by and will be payable to us.
6. Assignment and other dealings
- We may at any time assign, subcontract or delegate any of our rights and obligations under the Contract.
- You will not assign, subcontract, or delegate any of your rights and obligations under the Contract without our prior written consent.
7. Fees and payment
- Our fees are set out in the Service Agreement.
- Unless otherwise expressly agreed in the Service Agreement or in Writing, any price excludes:
- a. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by us for the supply of the Services. Such expenses, materials and third party services shall be invoiced by us at cost;
- b. value added tax (VAT), which we shall add to our invoices at the appropriate rate; and
- c. anything else which is not expressly included in the Service Agreement.
- Where the Services are provided on a time-and-materials basis the charges payable for the Services shall be:
- a. calculated in accordance with our standard hourly fee rates or such hourly rates as are set out in the Service Agreement, both as amended and notified to you from time to time;
- b. recorded in units of 15 minutes which shall be rounded up to the nearest multiple of 15 minutes.
- If the Service Agreement stipulates a minimum charge for the Services (Minimum Charge) then:
- a. if the value of the time spent on delivering the Services (calculated in accordance with clause 7.3) is less than the Minimum Charge then our charge will be the Minimum Charge; or
- b. if the value of the time spent on delivering the Service (calculated in accordance with clause 7.3) is more than the Minimum Charge our charges shall be as calculated in accordance with clause 7.3.
- Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Service Agreement.
- In the event that you request, or we are reasonably required as part of providing the Services, to provide additional Services that are not included in the Service Agreement then such Services shall be charged on a time spent basis at the rate stipulated in the Service Agreement or, if no such rate is stipulated, at our standard hourly rate from time to time and shall be invoiced in accordance with clause 7.8 and 7.9.
- Where we require you to pay a deposit (Deposit), the total amount of the Deposit shall be the amount set out in the Service Agreement. It is our discretion whether the Deposit is refundable or not. The remaining balance will be invoiced in accordance with clause 7.8 and 7.9.
- We will invoice you as agreed in the Service Agreement or, if no invoice schedule is set out in the Service Agreement, may invoice you monthly for Services provided in that previous month or on completion of the Services, at our absolute discretion. We reserve the right to submit interim invoices in respect of the Services.
- Unless otherwise expressly agreed in Writing, all invoices are payable on receipt and become overdue after 14 days. All payments must be made in clear funds and payments are to be made to the following bank account:
- a. Bank: Starling Bank
- b. Account Number: 68463475
- c. Sort Code: 60-83-71
- d. Account Name: LOCK Strategic Marketing Ltd
- All amounts payable by you under the Contract are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- If you don’t make a payment that’s due, without prejudice to any other remedy or compensation to which we might be entitled, we reserve the right to charge statutory interest. Statutory interest accrues at 8% a year plus the Bank of England’s base rate.
- If you change the dates for Services after the Order has been made, you are liable to pay us for any time or third party fees incurred.
- We are entitled to charge you for any expenses reasonably incurred in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
- We reserve the right to increase our fees on an annual basis with effect from the Commencement Date of the Contract in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be the latest available figure for the percentage increase in the Retail Prices Index.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. New client referral
- You must have permission from the prospective client to refer them to us and you must make them aware that you may be paid by us for successfully referring them.
- You must provide us with all necessary details for us to contact the prospective client.
- If the prospective client has already been a previous Client of ours or the prospective client does not become a Client, you will not be entitled to any fee (Referral Fee). If the prospective client becomes a Client (Referred Client) you will be entitled to a Referral Fee.
- The Referral Fee will be up to a maximum of 10% (set at our discretion and confirmed to you via email) of such sums as we actually receive as payment from the Client in respect of our Services in the first three calendar months of them becoming a Referred Client less any expenses or costs (including sums due to subcontractors) incurred by us in providing such Services.
- If you are currently a Client of ours, we may deduct the Referral Fee from any amount owing to us. If you are not our Client we will pay the Referral Fee directly to you within 30 days after the three calendar month period.
- You must comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.
9. Intellectual property rights
- All Intellectual Property Rights in or relating to all service outputs that we produce for you as part of our Services will initially be owned by us.
- Upon full payment of all sums due to us, we will, unless otherwise stated in the Service Agreement or agreed in Writing, assign all Intellectual Property Rights in the service outputs to you.
- You warrant to us that you hold all necessary and relevant Intellectual Property Rights for all designs, images, documents, videos or other materials you supply to us to allow us to provide the Services unless you expressly tell us otherwise in advance and in Writing.
- We retain our Copyright and Intellectual Property Rights in all our strategic marketing processes and tools in perpetuity. These may not be used outside of our Services without our consent.
- You grant us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract.
- You agree to indemnify us for any loss or expenses suffered by us that is attributable directly or indirectly to any claim or complaint by any third party relating to Intellectual Property Rights in any designs, images, videos, documents or other materials provided to us by you or on your behalf.
- After completion of Services outlined in the Service Agreement, you will allow us to feature the work as a case study in our promotional material (eg on our website). If you do not want us to do this, you will inform us by email before you pay your final invoice.
11. Limitation of liability
- References to liability include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- a. death or personal injury caused by negligence;
- b. fraud or fraudulent misrepresentation; and
- c. any liability implied by statute that cannot lawfully be excluded.
- Nothing in this clause shall limit your payment obligations under the Contract.
- No claim against us shall be brought unless you have notified us of the claim in Writing within three months or earlier of the date on which the facts of such a claim arose, or the date on which you became aware of such facts or the date you ought reasonably to have become aware of such facts. The notice must be in Writing and must identify the event and the grounds for the claim in reasonable detail.
- While we will provide advice and Services to the best of our ability, the responsibility for final business decisions taken lies entirely with you, and we will not be liable for the results of any decision taken.
- Our liability for any claims, demands and costs in respect of any act, omission or negligence relating to the work referred to in the Service Agreement shall not exceed the aggregate total cost of Services paid by you and received by us under that Contract. No liability will, in any event, apply in respect of any incidental, indirect, special or consequential damages, including, but not limited to, loss of revenue or profit or damage to reputation.
- Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under the agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
- We shall not be liable for costs or losses incurred by you arising directly or indirectly from the actions of other Suppliers including any subcontractors.
- Unless otherwise agreed in the Service Agreement either party may terminate the Contract for any reason by giving the other party not less than 60 days’ written notice.
- We may terminate the Contract by giving you written notice with immediate effect if:
- a. you commit a material breach of any term of the Contract;
- b. you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors;
- c. you suspend or cease to carry on part of your business or threaten to do so;
- d. you experience a change of control;
- e. if we reasonably suspect that your financial position has deteriorated to such an extent that you may not be able to fulfil your obligations under the Contract; or
- f. if you fail to pay any amount due under the Contract on time in cleared funds, time for payment being of the essence of the Contract.
- We may suspend the supply of Services under the Contract if:
- a. you fail to pay any amount due under the Contract;
- b. we believe that you are about to become subject to any of the events listed in clause 12.2.
13. Consequences of termination
- On termination of the Contract you will immediately pay all of our outstanding invoices and interest, and any future invoice raised by us for the Services already supplied.
- In respect of any Services charged on a fixed fee basis, unless otherwise agreed in Writing, we will invoice you for the full amount of the fixed fee and you acknowledge that this represents fair compensation to us for our commitment to provide such Services and the loss of opportunity suffered by us in so committing.
- Termination of the Contract will not affect any rights to claim damages for any breach of the Contract which existed before termination.
- Any provision of the Contract that is intended to continue in force after termination shall remain in force.
- Each party undertakes that it shall not disclose any Confidential Information concerning the other party, except as permitted by clause 14.2.
- Each party may disclose the other party’s Confidential Information:
- a. to its employees, third party suppliers including subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract; and
- b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
15. Data protection
- Both parties will comply with all applicable data protection laws.
- This clause 15 is in addition to, and does not relieve, remove or replace, either party’s obligations or rights under the data protection laws.
- Both parties acknowledge that, for the purposes of the data protection laws, we may process personal data on your behalf and you warrant that you are the data controller and have all necessary and appropriate consents and notices in place to enable lawful processing of such personal data by us for the duration and purposes of performing the Services.
- You acknowledge, having considered the matter, that we have suitable measures in place to ensure the security of any relevant personal data that we may be required to process on your behalf.
16. Entire agreement
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral relating to its subject matter.
- Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
- No variation of the Contract shall be effective unless it is in Writing and agreed by both parties.
- A waiver of any right under the Contract is only effective if given in Writing. A failure or delay by a party to exercise any right shall not constitute a waiver.
- If any part of this Contract is or becomes invalid, illegal or unenforceable, it shall be deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If it is deleted, the parties shall agree to a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- Any notice or other communication given to a party under or in connection with the Contract shall be in Writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in Writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
- If sent by email, it shall be deemed received only once receipt has been formally acknowledged by return email or in Writing.
- Any notice given to us should be sent by email to firstname.lastname@example.org.
21. Third party rights
- Unless, it expressly states otherwise, the Contract does not give rise to any third party rights.
22. Governing law
- The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.