TERMS & CONDITIONS of Aubergine 262 Ltd
All work to be undertaken by Aubergine 262 Ltd subject to these conditions:
1. (a) In these conditions: “the Contract” means the particulars appearing on the face hereof or any other quotation or invitation to tender submitted by us and together with the terms and conditions herein “the Client” means any person, firm or company who enters into a Contract with Aubergine 262 Ltd. “the Goods or Services” means any goods or services specified verbally or on the face of any order.
2. The Contract is made on the sole basis (which the Client represents and confirms to be correct) that: (i) These terms and conditions supersede all other terms and conditions and shall apply to the Contract to the exclusion of any other terms and conditions (if any) of the Clients (or otherwise) and shall override any terms or conditions stipulated by the Client whether in the Contract or in any negotiations insofar as they are in any way inconsistent or in conflict herewith. (ii) No representation has been made by or on behalf of
Aubergine 262 Ltd as to the subject matter of the Contract (including the description, quality or fitness for any particular purpose of any goods or services to be supplied hereunder) and that the Client in entering into the Contract is not relying upon any such representation and that: (iii) The subject matter of the Contract is bought and/or paid for by the Client in the ordinary course of its business. (iv) Aubergine 262 Ltd’s agents or representatives are not authorised to make, and Aubergine 262 Ltd shall not be bound by
any representation made by its agents or employees unless specifically authorised by a Director of Aubergine 262 Ltd nor are any such persons empowered to contract or accept orders on behalf of Aubergine 262 Ltd or, to vary the terms of quotations, tender documents, offers or contracts.
3. The variations of these terms and conditions or any Contract to which they apply shall not be binding unless made in writing and signed by the authorised director of Aubergine 262 Ltd.
4. Any quotations submitted by us are without engagement on the part of Aubergine 262 Ltd and the Client until Aubergine 262 Ltd shall have accepted the Client’s order.
5. Aubergine 262 Ltd shall act throughout as principal and not as agent.
6.. Quotations are submitted by Aubergine 262 Ltd on the basis that the whole work quoted for will be ordered and are based on costs ruling the time of quotation and are subject to amendment on or at any time after acceptance to meet any rise or fall in costs. The Contract may not be cancelled by the Client following acceptance by us. Aubergine 262 Ltd reserves the right to correct quotations and invoices wherein errors have been made.
7. (a) The terms of payment are as specified or prescribed on the face of the Contract or invoice in the absence of specific provision therein, invoices will be rendered at completion of the Contract or part thereof or in the case of media advertising at the end of the month in which booking of space or time is made. Unless otherwise indicated, projects are billed with a payment of 30% of the total project fee on account and prior to work starting; a further 40% of the project fee due on completion and approval of any design or creative; remaining 30% plus any costs and disbursements due on completion and prior to enlivenment unless otherwise specified. Invoices are due for payment strictly within 30 days of the date of invoice unless otherwise specified as part of a staged billing process. All invoices remaining unpaid at the due date will be subject to a surcharge of 5% per month or part
thereof. (b) Where applicable the levy payable by Clients through agencies to the Advertising Standards Board of Finance will be invoiced separately. (c) The Client shall not make any set off against Aubergine 262 Ltd. or its associated or connected companies or against any person connected with Aubergine 262 Ltd in any matter. (d) In case of a Client’s non-residence in the UK, all payment shall be made in pounds Sterling or at the sole nomination of Aubergine 262 Ltd in a foreign currency and all invoices and accounts
shall be rendered by Aubergine 262 Ltd in pounds Sterling or such foreign currency at the exchange rate prevailing at the date of due payment. It shall be a condition of Contract with such clients that all necessary governmental and other consents are obtained within the time of performance and in any event prior to due payment hereunder.
8. Time of payment is of the essence of the Contract.
9. Payments are deemed to have been received only when the full amount of the invoiced value has been credited to the account of Aubergine 262 Ltd without recourse or Aubergine 262 Ltd has received the full amount in pounds Sterling cash and issued a receipt therefore.
10. Any dates given by Aubergine 262 Ltd for the performance or completion of work are given in good faith but subject thereto shall not form a term of contract and Aubergine 262 Ltd shall not be liable for loss or injury damage or expense arising directly or indirectly from any delay caused by negligence or otherwise. The time for Aubergine 262 Ltd to perform any obligation hereunder is not and cannot be the essence of the Contract.
11. Whilst every reasonable effort is made by Aubergine 262 Ltd to carry out the Contract, should Aubergine 262 Ltd be prevented or delayed in carrying out its obligations hereunder by Act of God, rebellion, sabotage, fire, flood, delay in transit, riot, strike, lock out, failure of equipment or by a supplier or subcontractor, weather conditions, postal delay or any other unexpected or exceptional causes of circumstances beyond Aubergine 262 Ltd ‘s control, any time for performance of Aubergine 262 Ltd ‘s obligation shall be
extended until a reasonable time after such an event preventing or interfering with the due execution of the Contract of any part thereof has ceased and in those circumstances Aubergine 262 Ltd shall not be liable for any loss or damage suffered directly or indirectly by the Client as a result thereof. If such said events exceed in duration a period of three months, Aubergine 262 Ltd may at its option terminate the Contract and the client shall as a term thereof reimburse Aubergine 262 Ltd on a quantum meruit or on the basis of a reimbursement of all costs incurred by Aubergine 262 Ltd prior to termination (at the sole option) of Aubergine 262 Ltd.
12. Aubergine 262 Ltd shall be entitled to subcontract to third parties any work to be done pursuant to an order accepted by Aubergine 262 Ltd.
13. Preliminary work carried out by Aubergine 262 Ltd at the Client’s request whether experimentally or otherwise will be charged for unless specifically stated otherwise. All work undertaken by Aubergine 262 Ltd is subject to a continual proofing and approval process. All proofs, whether in colour or monochrome are not claimed as true representations of the final printed item in respect of finish (colour and materials) and all corrections made to artwork during this proof stage are subject to Client approval. Once final sign off has been received either in writing, via post, fax or email the Client is bound to the terms that any further alterations are subject to additional cost. All artwork is to be signed off by a responsible representative of the Client’s organisation before being processed into its final completed stage. Aubergine 262 Ltd cannot accept any responsibility and any subsequent consequence should the Client not adhere to our proofing terms stated here.
14. Title to any goods supplied hereunder shall remain vested in Aubergine 262 Ltd until payment is made in full by the Client. In respect to website development, where the client’s site has been developed and will made available to the world wide web via our servers we retain the right to remove from public view the client website until such time as all outstanding invoice are settled. Where an invoice enters into dispute the site will be removed until such time as the dispute is resolved. All backup copies of website data files,
file hierarchy and site content are subject a £70 + VAT fee.
15. For the avoidance of Doubt, Aubergine 262 Ltd retains copyright in any material contained in any presentation made in competition with another company in the event of our presentation being unsuccessful. The copyright for all purposes in all artwork, copy, storyboards, presentations and all other work created by Aubergine 262 Ltd for the Client for whatever purpose is vested in us.
16. In respect of any personal or general contact information relating to individuals Aubergine 262 Ltd is engaged by or contacted by in respect to work or possible work, we shall retain this information and occasionally use these contacts to market new services to this client base. However, opt-out facilities will be provided in each circumstance, in order for individuals to be removed from any further marketing campaigns. Personal information relating to individuals who we trade with and come into contact with will be
retained on our systems but will not be divulged, sold, rented or given to any third party without the express permission of the individual.
17. Individuals who register their details on our websites (‘our’ meaning all websites under the control of the Directors of the ‘Company’) will receive marketing material via electronic methods unless they expressly request otherwise. The personal details of individuals who register on the website will remain private and will not be divulged, sold, rented or given to any third party without the express permission of the individual.
18. All points as above are correct at the time of writing, but shall be reviewed and rewritten, if necessary, and will be available upon request. These terms of trade supersede all previous versions.
19. In respect to fees that relate to time based services a minimum charge of one hour will be levied for all work at a rate of £70.00 + VAT per hour unless specifically detailed otherwise.
20. In the event that outstanding amounts due to us relates to website development, hosting or any hosted digital service, we reserve the right to withdraw full access to this service, including access to a website, email provision or any domain-related service until such time as the settlement of the account is made. In the event that a service has to be suspended, a reactivation fee of no less than £140 + VAT will be levied and due in full before a service will be restarted.
21. Aubergine 262 Ltd cannot and will not be responsible for the content of a website or the security of its logins as provided to you for the further maintaining of the content. This means that once a website is live and we have provided you with logins to maintain and manage the website moving forward, should the site logins get compromised or hacked in any way, the content is your responsibility. Our responsibility ends at resurrecting the website from the last backup – which is taken weekly.
Aubergine 262 Ltd. Registered in England & Wales Co. No 4478628 VAT GB 828 5866 78.
Registered address: 28 High Street, Eaton Bray, Bedfordshire, LU6 2DP.