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THIS AGREEMENT is made on
………./………./………. (insert date) between:
Joseph Marsh –free lance designer at 33 Willingdon Road,
Childwall, Liverpool, L16 3NE, England (Joseph Marsh) and:
………………………………………………………………………………………………………………………………………………
STANDARD TERMS
AND CONDITIONS FOR COMISSIONED WORK
1. 1. INTERPRETATION
Deliverables:
are drawings, designs, ideas, prototypes, information on processes, descriptive
pieces of text, and design discussions that will ge given to the receipt by
Joseph Marsh.
Joseph
Marsh: means Joseph Marsh, freelance designer 33 willingdon road, Childwall,
Liverpool, L16 3NE England
2. 2. BASIS OF CONTRACT
An
offer made by the client shall only be deemed to be accepted when the service
estimate is signed by Joseph Marsh and the client at which point and date the
contract will start.
Any
drawings, products, written ideas or descriptive pieces issued by Joseph Marsh prior
to the contract start date are not included in this contract. All intellectual
property rights shall remain the property of Joseph Marsh unless the terms of
specific rights are discussed and signed beforehand as a part of the service or
the deliverables.
These
conditions and the terms of the service estimate apply to the contract and all other
requests of terms from the client do not apply unless consulted an agreed with
both parties.
3. 3. SUPPLY OF SERVICE
Joseph
Marsh shall use reasonable endeavours to supply the service to the client in
accordance with the service estimate and these conditions in all respects.
Joseph
Marsh shall meet any performance dates specified in the service estimate, but
any such dates shall be estimates only and time shall be managed importantly
for the performance of the services. Joseph Marsh will give nothing more than
three days’ notice if such deadlines may not be met.
Joseph
Marsh will not be responsible for testing prototypes against safety standards
and the client is responsible for ensuring that the selected design and
prototypes are fit for purpose and comply with all relevant legislation before
manufacturing the design.
4. 4. CLIENT OBLIGATIONS
The
client will have to:
make
sure any information provided to Joseph Marsh in terms of service estimates are
complete and accurate.
co-operate Joseph Marsh in all matters relating to the services and provide information and materials to Joseph Marsh as he may require a reasonable supply to ensure that Joseph Marsh’s endeavours in terms of the service as met.
co-operate Joseph Marsh in all matters relating to the services and provide information and materials to Joseph Marsh as he may require a reasonable supply to ensure that Joseph Marsh’s endeavours in terms of the service as met.
in
writing inform Joseph Marsh in clear accurate terms if any payments or
conditions to the service estimate and contract cannot be performed.
5. 5. CHANGE CONTROL
If
the client wishes to make changes to the service estimate these proposed changes
must be sent to Joseph Marsh in writing.
Joseph
Marsh will not be obliged to accept any change request, in the case that Joseph
Marsh does accept these proposed changes Joseph Marsh will issue a revised
service estimate.
6.
INTELLECTUAL PROPERTY RIGHTS
Unless
otherwise discuss with both parties all Intellectual Property Rights in
connection to the services shall remain property of Joseph Marsh.
If
the client goes onto to market a part of the services provided by Joseph Marsh
they will first revise the service estimate and in clear accurate terms both
parties will have to agree or disagree on a settlement in writing.
7. 6. THIRD PARTY SERVICES
In
providing the services Joseph Marsh may arrange for elements of the service to
be provided by third parties.
It
is of the clients interest at that they form a separate agreement with the
third party if it is outlined in the service estimate and any claims that are
at the fault of the third party are to be dealt with them separately as Joseph
Marsh holds no liability for these things.
8. 7. CONFIDENTIALITY
The
client shall keep all deliverables and all other designs and information which
are provided to the client by Joseph Marsh to themselves and provide no
information on inventions, processes or initiatives to other parties. In
accordance with this contract the client is required to sign a non-disclosure
agreement or a confidentiality agreement with Joseph Marsh whether before or
after the contract is in existence.
The
client shall restrict disclosure of such confidential information to its
employees, agents or subcontractors and if these confidentialities are
disclosed this information will have to be justified on a need to basis. Only
if there is problems lying in the process of such contacts should the
information to be disclosed.
9. 8. LIABILITY
Joseph
Marsh excludes all liability for any loss, damages, claims, or liabilities
which may arise as a result of the selection by the client in terms of
materials or processes or safety requirements in any design.
Nothing
in the contract excludes Joseph Marsh for me liable for death or personal
injury cause by his carelessness or the negligence of his employees or
subcontractors.
10. 9. TERMINATION
Without
limiting any terms of the contract each party may terminate the contract
immediately by giving written notice to the other party if:
the
other party is declared bankrupt.
the
other party decides to suspend of cease their business.
the
other party commits a breach of the contract and fails to come to terms with
the breach within 30 days starting after one of the recipients has been
notified another in writing.
11. 10. CONSEQUENCES
OF TERMINATION
When
the contract is terminated for any reason the client must pay Joseph Marsh from
where the latest stage of payment falls. The client must return any
Intellectual property rights that are not fully paid for to Joseph Marsh and
any rights to claim against damages in respect to the contract will be
terminated as of when the contract has been terminated or expired.
12. 11. GENERAL
Force
majeure events means they are beyond the control of Joseph Marsh including acts
of god, war, riots, malicious damage, regulations, accident, breakdown of
machinery, fire, flood or default of
Joseph Marsh or subcontractors.
Joseph
Marsh will not be held liable for any delays or failures to perform his
obligations under this contract caused by a force majeure event.
If
force majeure events stop Joseph Marsh from providing his service for more than
two weeks, Joseph Marsh has the right without infringe any other terms of the
contract terminate the contract itself.
All
terms of this contract are in accordance with English law.
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