Terms and Conditions
MAGENTA PROJECT MANAGEMENT LIMITED
TERMS AND CONDITIONS
1. Our Services
2. Your Obligations
3. Variation
4. Ownership of Rights
5. Payment
6. Liability
7. Termination
8. Confidentiality
9. Non-Solicitation
10. Publicity
11. Dispute Resolution
12. General
1. Our Services
Magenta Project Management Limited (“we”, “us”, “our”) will carry out the work as specified in the confirmation of order (“confirmation”) attached hereto (“project”) and will use all reasonable endeavours to adhere to any timetable and budget agreed for the project and specified in the confirmation, and we warrant that:
(a) we will use all reasonable skill and care in carrying out the project; and
(b) the finished materials will be of the same quality as any samples that we may provide to you.
We cannot however guarantee levels of uptake or usage by schools and/or teachers.
2. Your Obligations
You will give us all reasonable assistance required to enable us to meet our obligations to you throughout the project and if the project is to be performed in stages, at the end of each stage you will not unreasonably refuse to sign off the work done to that point as being satisfactory. If you do refuse to sign off any work then you will explain the reasons if we ask you to.
3. Variation
If at any point during the project you wish to effect variations to the objectives, criteria, content, format, timescale or any other aspect of the project then you should submit your proposal for change to us in writing. We will try to accommodate the changes as far as reasonably possible, but we will not be obliged to make any requested change unless we are also able to agree with you any reasonable consequential changes to timescale and budget.
4. Ownership of Rights
All copyright in the materials produced in the project (insofar as it belongs to us) will be assigned to you upon your payment in full of all money owing to us, provided that we shall have a free and perpetual licence to feature those materials (on our own website and in any other form or medium) for use in our own promotional and marketing activities.
5. Payment
(a) Payment will be a fixed fee or calculated with reference to our daily fee rate as specified in the confirmation.
(b) In addition to those fees you will also reimburse us for travel expenses (other than any visits to your offices that are reasonably required) and reasonable subsistence expenses for food and board on overnight trips.
(c) All invoices are payable in pounds sterling by cheque or bank transfer only and are due 21 days from the invoice date. Unless otherwise agreed, you will be invoiced for 50% of the fees on confirmation of your order and the other 50% on completion of the project. We may invoice you for expenses as we incur them.
(d) If we have not received payment in full from you within 7 days of an invoice falling due, we reserve the right the charge interest (running both before and after any judgement) on the outstanding amount at 4% above the base rate of HSBC Bank plc from time to time and to suspend our work upon the project pending payment.
6. Liability
(a) We expressly exclude any warranties (whether express or implied) which are not recorded in these terms and conditions. If we are in breach of any of our warranties we will use all reasonable endeavours to remedy the breach at our cost as soon as reasonably practical.
(b) If the breach cannot be remedied we will refund up to 50% of the order price to cover the cost of any losses directly attributable to our breach suffered by you. We do not accept liability for any other losses, including (without limitation) any loss of profit, revenue, reputation or goodwill or any indirect or consequential loss.
(c) We shall not be liable to you for any delay in performance or non-performance of any of our obligations under this agreement to the extent that such delay or non-performance is caused by any event or circumstance beyond our reasonable control, including (without limitation) your failure to give sufficient co-operation, illness, extreme weather, industrial action or non-availability of supplies.
(d) We do not seek to exclude or limit our liability in negligence for death or personal injury, or for fraud or wilful default or otherwise in so far as we cannot lawfully exclude or limit our liability.
7. Termination
We may terminate our agreement with you by written notice having immediate effect if:
(a) you become bankrupt, insolvent or in any way unable or unlikely to be able to pay your debts as they fall due;
(b) you cease or threaten to cease trading or there is a change in control of your business which we believe is prejudicial to our interests;
(c) you commit any material breach of the agreement which is not remedied within 28 days of us notifying you of the breach; or
(d) you fail to pay an invoice in full within 28 days of it falling due.
(e) You may terminate the agreement by written notice having immediate effect if any of the circumstances described in (a) or (b) become applicable to us.
The accrued rights and liabilities of each party and any terms that in order to be effective need to survive such termination will not be affected.
8. Confidentiality
You undertake to us to keep confidential all information about us and our work and we undertake to keep confidential all information pertaining to your business identified by you as confidential unless (i) the information is generally known to the public (other than due to a breach of this paragraph) (ii) the information was legally obtained and known to you prior to your obtaining it from us (or vice versa) or (c) the information came into your or our possession from a third party free from any confidentiality obligation.
9. Non-Solicitation
For the duration of the project and for a period of 12 months following its completion or termination in accordance with these terms, you undertake to us that you will not directly or indirectly seek to entice away from our employment or make any offer of employment to any of our employees.
10. Publicity
You consent to the business relationship between us, and any products resulting from the project, being used in promotional, marketing and publicity materials by us at our discretion. Additionally our name, telephone number and website address shall appear on all materials originating from our work, together with a statement in a form acceptable to us crediting us with creating those materials.
11. Dispute Resolution
(a) In the event of a dispute arising you and we (“the partiesâ€) will in the first instance try in good faith for 28 days to resolve the dispute.
(b) If a resolution has not been reached after 28 days, and the dispute relates either to printing matters or the educational content of the materials, either party may elect to submit the dispute to an appropriate expert for adjudication, such expert to be appointed by agreement between the parties and the costs to be borne equally between them, and in default of agreement (in the case of a dispute relating to printing) appointed by the PIRA International or (in the case of a dispute relating to education) appointed by the National Association of School Masters Union of Women Teachers. The expert shall determine such outstanding matters in such manner as he reasonably considers appropriate taking account of all relevant circumstances and such determination shall be final and binding in respect of matters on which the parties shall have failed to reach agreement prior to his determination.
(c) These terms are to be governed by English law and subject to paragraphs (a) and (b) above, the parties submit to the exclusive jurisdiction of the English courts.
12. General
(a) A failure by either party hereto to exercise or enforce any rights conferred upon it by these terms shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
(b) You shall not without our prior written consent assign, transfer, sub-contract or delegate the benefit or burden of the agreement or any part thereof. We may do any of the above at our discretion.
(c) If any of these terms are held to be void or unenforceable by any reason of law, the agreement shall be void and unenforceable to that extent only and no further and all other terms shall remain valid and fully enforceable.
(d) The headings used in these terms are for ease of reference only and shall not in any way affect the construction thereof.
(e) Notices under these terms must be served in writing by facsimilie, first-class pre-paid post or hand delivery to the respective party’s number or address (as appropriate) as it appears in the letter to which these terms are attached or such substitute number or address as notified in writing. Notices properly addressed and sent by first-class post shall be deemed to have been received two business days after posting. Notices sent by facsimilie shall be deemed to have been received two working hours after the time recorded on the confirmation of successful transmission
(f) Nothing in these terms is intended to confer any rights on any third parties whether by operation of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
(g) These terms constitute the entire agreement between the parties in relation to the project.
|
