The small print

WORDS ETC LTD

Terms & Conditions of Business

1. Co-operation
   Words etc Limited (‘the consultancy’) will co-operate fully with the client and take the initiative in offering advice and services.  The client agrees to assist the consultancy in the performance of these duties by making available to the consultancy all relevant information.
2. Consultancy status
   The consultancy acts in all contracts as a principal at law unless otherwise agreed with the client.
3. Exclusivity
   The consultancy will not represent conflicting interests but may represent competing interests with the express consent of the parties concerned.
   
4. Copyright
   The copyright in all artwork, copy and other work produced by Words etc Limited rests with Words etc Limited unless duly assigned under the Copyright Design & Patents Act 1998.  On payment by the client of the relevant fees and charges in full the consultancy’s copyright may be assigned to the client unless other arrangements are made.
   
5. Payment terms
   The fundamental principles on which the consultancy/client financial relationship is based are:
   The consultancy shall finance its own operations but not costs incurred on behalf of its clients.  As principal at law the consultancy is held by suppliers as solely liable for payment.  It is therefore essential the consultancy is paid by the client in good time to pay its suppliers.  The consultancy’s payment terms are 30 days and interest will be charged for late payment of invoices, calculated at base rate plus 8%, plus compensation of £40 under the Late Payment of Commercial Debts (Interest) Act 1998.
6. Quotations
   Where the consultancy has agreed to a fixed price for a project, changes over and above those agreed will result in an additional charge calculated on the basis of time spent.
7. Disbursements and expenses
   Copywriting fees are exclusive of the following standard disbursements and expense items relating to work commissioned:
   a)    Accommodation and subsistence
   b)    Travel including rail fares, taxis, mileage and car parking chargesThese items are charged at cost to the client.

   In addition, it is normal practice for all extraordinary items such as materials and services purchased from third party individuals, companies or organisations to be charged at cost plus a handling charge of 17.5%.  Such items might include:

   • Advertising, artwork and mechanical items
   • Design, artwork and print
   • Direct mail
   • Exhibition and display material
   • Photography and prints
   • Website design, hosting, domain name registration
8. Confidential information
   Words etc Limited acknowledges its duty not to disclose without client permission during or after the term of appointment any confidential information.  The client in turn acknowledges the consultancy’s right to use any general intelligence regarding client products or services gained during its appointment.
9. Approvals and authority
   After obtaining general approval of campaign or project plans the consultancy will submit to the client for specific approval as required:
   a)    Draft press releases, articles, photographs and captions
   b)    Draft questionnaires, discussion guides, visual stimulus materials
   c)    Copy, layouts, artwork and scripts
   d)    Cost estimates of the various items in the programme

   Written or oral approval by the client of drafts or proofs will be taken by the consultancy as authorisation to proceed to publication and such approval will be taken as authorisation to enter into contracts with suppliers on the basis of estimates submitted.

   The consultancy will take all reasonable steps to comply with any requests from the client to amend, halt, reject or cancel work in preparation in so far as this is possible within the terms of its contractual obligations to suppliers.

   Amendments or cancellations will be implemented by the consultancy only on the understanding that the client will be responsible for any costs of expenses incurred prior to, or as a result of, the cancellation or amendment and which cannot be recovered by the consultancy.

10. Insurance
    The client shall indemnify and keep indemnified the consultancy against any and all proceedings, claims, damages, losses, expenses or liabilities that the consultancy may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared or specifically approved (as described in paragraph 7) by the client, particularly in relation to proceedings under the Trades Descriptions Act 1968.  Such material shall include press releases, articles, copy and artwork.
    Goods or information made available by the client to the consultancy for the purposes of demonstration or publicity or for any other purpose arising from, or in connection with, this agreement shall be and at all times remain the sole and entire risk of the client and the consultancy shall not be subject of any liability for it.
11. Liability
    In the event of an error, the maximum liability of Words etc, its staff and agents will be limited to refunding the cost of the piece of work at fault.  However, additional cover can be provided on request for an additional fee, which will be added to the final invoice.
    
12. Waiver
    The failure by either the client or consultancy to enforce at any time or for any period one or more of the terms or conditions of any contract between them shall not be a waiver of them or the right at any time thereafter to enforce all terms and conditions of that contract.