Drive Daddy and RolleyGolf LTD terms & conditions
Drive Daddy and RolleyGolf LIMITED: SUMMARY OF CLIENT/AGENCY CONTRACT
1.1 This document is an overview of the terms and conditions set out in the Drive Daddy client/agency contract for the provision of design services. It does not contain details of all the clauses found in the contract, and you should review the terms of the contract (and where necessary seek legal advice) before signing.
1.2 This document is not intended to be legally binding. If there is any inconsistency between this summary and the terms and conditions of the contract, the contract will take precedence.
2.1 The Client appoints Drive Daddy and RolleyGolf Limited (the “Agency”) to provide the Design Services for the length of time set out in the contract. The Specification (to be agreed between the parties) will set out full details of the project and scope of Design Services.
2.2 The Client will give the Agency clear briefings and ensure that all the facts given about the Products and the Projects are accurate. The Agency will not be liable for any failure or delay to the provision of the Design Services caused by the Client or its suppliers.
3 APPROVALS AND AMENDMENTS
3.1 The Client will be asked to approve various parts of the Design Services throughout the course of the Project. The Client must notify the Agency within 5 Working Days of receipt of any Design Services or Products if any element does not meet the requirements as set out in the relevant Proposal. If the Client does not notify the Agency of any errors within 5 Working Days, the Client shall be liable for any errors inherent in the Product.
3.2 The Client must give at least 60 days’ notice of any requests to amend, alter or cancel any Design Services or any part of the Specification.
4 FEES, THIRD PARTY COSTS AND PAYMENT TERMS
4.1 The Proposal shall set out the Fees and payment timetable. All invoices will be payable within 30 days, unless otherwise stated in the Proposal.
4.2 Where the Client authorises the Agency to commence work in advance of a Proposal being agreed and signed by the parties, the Agency shall be entitled to payment for Fees for such Design Services on normal hourly rates (or other agreed fees) even if the Proposal does not get signed off by the Client.
4.3 Any change to the scope of the Design Services shall entitle the Agency shall charge additional fees.
4.4 The Agency shall charge to the Client a 15% handling charge on all third party costs and out of pocket expenses.
4.5 The Agency is entitled to require payment up front from the Client for any significant third party costs.
4.6 The Client shall be liable for any surcharges payable to suppliers for late payment.
4.7 Any estimates shall be valid for three months from the date of issue (after which time the Agency shall be entitled, at its entire discretion, to revise such estimate).
4.8 If the Client is late in paying Fees, the Agency will be entitled to suspend the Design Services.
5 COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
5.1 At the end of the Project, the Agency will assign prior client intellectual property rights only to the Client, provided the Client has paid all Fees and complied with its obligations.
5.2 The Agency will obtain all usage rights in third party materials as are necessary. The Client will comply with any usage restrictions in third party materials.
5.3 Any original idea or concept of the Agency which is not incorporated into a Product shall remain the Agency’s property, and shall not be used in any way by the Client without the Agency’s express prior consent and the parties agreeing appropriate remuneration.
5.4 The Agency’s remuneration is agreed on the basis of the Client’s declared intentions as to the duration, applicable media and territorial scope of the use of the Products. Accordingly, notwithstanding any assignment or grant of intellectual property rights, if the Client wishes to use any part of a Product outside such duration, media and / or territory then such use shall be subject to appropriate remuneration being agreed between the parties in advance.
5.5 Any intellectual property rights in any databases, methodologies, systems, know-how, fonts, characters, cartoon figures, end lines, model, character or persona shall belong to the Agency.
6 CONFIDENTIAL INFORMATION
6.1 The parties acknowledge a duty not to disclose without the other’s prior written permission any Confidential Information.
7 WARRANTIES AND INDEMNITIES
7.1 The Client warrants and undertakes that: all information and Client Materials are accurate and not in any way unlawful; the Client Materials do not infringe the intellectual property rights of any third party.
7.2 The Agency warrants and undertakes that as at the date of delivery of the Product, so far as it is aware, all Agency Material is original to its authors and does not infringe the intellectual property rights of any third party in the UK.
7.3 Unless otherwise agreed in writing by the Agency, the Client shall be responsible for satisfying itself that the Product is commercially viable and fit for its purpose of manufacture, distribution and use thereof, and for obtaining
all legal or other advice relating to the Product (such as trade mark searches, health and safety tests etc.) . The Agency will not be liable for any such tests or searches.
7.4 The Client accepts full legal responsibility in respect of any Product for which it has given Written Approval, and the Agency shall not be liable for the manufacture, distribution or use of the Product.
7.5 The Agency shall not be liable for any infringement or claimed infringement of any intellectual property rights, unless the infringement is due to the wilful default of the Agency in respect of its obligations set out in the contract.
7.6 The contract sets out full details of the liability and indemnities between the parties, and by signing up to the contract you confirm that you have read and agree to these terms.
8 LIMITATION OF LIABILI TY
8.1 Subject to the caveats set out in the contract, the Agency’s maximum aggregate liability under or in connection with the contract shall be £1 million in the aggregate, or the total Fees payable to the Agency under the contract (whichever is the lower) .
8.2 The Agency shall not be liable for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind. Any implied condition, warranty, representation or other term is excluded.
9 GOVERNING LAW
9.1 The contract shall be governed by and construed in accordance with English law.