Through creative web design Macclesfield

STANDARDS TERMS OF BUSINESS of Through Marketing Ltd (‘the Company’)

  1. Legal Status - The Company acts in all its contracts as a principal at law. These terms shall apply to all trading between the Company and its clients unless other terms have been specifically agreed in writing. These terms and all other express terms of the contract shall be governed and construed in accordance with English law. The parties irrevocably agree to submit to the exclusive jurisdiction of the English courts.
  2. Exclusivity - The client will advise the Company of any intention to engage additional internal or external advertising agency or public relations consultancy services other than those already advised.
  3. Quotations and Price Variation - Estimates and quotations are based on the client’s brief and are valid for a period of 30 days from the date of issue. On fee based work, should changes in the workload or the brief take place, the Company reserves the right to re-negotiate fees. Time sheets are kept for accountability and negotiation. The Company shall make every effort to deliver its products and services within the agreed price but reserves the right to charge author’s corrections and overtime working extra at the Company’s discretion. The client should be aware that the following may result in late delivery and/or incur extra costs: changes to specification after any projects begin; late delivery of information and materials supplied by the client; delays in client approval; subsequent changes to an approved item.
  4. Contract and Charges – The client enters into a contract with the Company once approval to proceed with a project is given, whether written or otherwise. The client shall be advised of contractual fees and hourly rates, any fixed fees being based on the amount of executive and administrative time necessary to undertake the agreed programme of work. The Company applies a handling fee on all externally sourced materials, supplies, advertising etc. On standard disbursements (see 5. below) and out of pocket costs this shall normally be 25% on the gross cost unless otherwise agreed.
  5. Disbursements and Expenses - The Company’s fees shall be exclusive of disbursements and expense items related to the agreed programme such as messenger services, postage, overseas telephone charges, photocopying and stationery, photography and prints, press cutting service, travel, accommodation, subsistence, entertainment, fax charges and similar items which will be invoiced to the client separately.
  6. Company’s Obligations - The Company shall make every effort to deliver its products and services on agreed delivery dates, but these dates shall be deemed to be approximate, however, time shall not be of the essence in relation to delivery. The Company shall make every effort to deliver its products and services to the agreed specification but due to the nature of printing and electronic publishing processes, the Company cannot guarantee that the commissioned work shall match the client’s materials in colour, saturation or texture, however it shall do everything in its power to do so. Every endeavour will be made by the Company to deliver the exact quantity of printed material ordered, but orders are accepted on condition that margins of 5% are allowed for overs or shortage, the same to be charged or deducted pro rata to the price for printing.
  7. Client’s Obligations - The client undertakes to provide all necessary information, to comply with approval deadlines promptly and to co-operate howsoever so that the contract may be fulfilled as agreed so as to prevent any delays, disruptions or cancellations.
  8. Approvals and Amendments - After obtaining general approval of campaign or project plans the Company will submit to the client for specific approval, as appropriate, draft press releases, articles, photographs and captions, copy layouts, artwork, scripts and proofs together with cost estimates of various items of the campaign or project where requested. It is the client’s responsibility to check for content and accuracy of all work submitted for approval and the Company shall incur no liability for errors and omissions not corrected by the client nor for any subsequent losses. Written or oral approval by the client of work submitted will be taken by the Company as authorisation to proceed to external submission and publication and to enter into contracts with suppliers on the basis of estimates submitted. The Company will take all reasonable steps to comply with any requests from the client to amend or cancel any work in the process of preparation insofar as this is possible within the scope of its contractual obligations to its suppliers. Any amendment or cancellation will be implemented by the Company only on the understanding that the client will be responsible for any costs or expenses incurred prior to or as a result of the cancellation or amendment and which cannot be recovered by the Company. Any work suspended at the request of or delayed through any fault of the client for a period of 30 days may at the Company’s discretion be treated as cancelled. The Company will obtain all necessary permissions, consents and releases from artists, photographers, models and other persons connected with the Company’s services and sourced by the Company and will take all reasonable steps to see that materials produced on behalf of the client comply with relevant laws and regulations. Likewise the client will obtain all necessary permissions, consents and releases from artists, photographers, models and other persons sourced by itself and supplied to the Company. The client, by approving the use of all such materials, will accept responsibility for its contents and the accuracy of any statement or claim therein. The Company takes no responsibility for editorial changes required by the client to material, subsequent to submission to the media.
  9. Foreign currency transactions - The Company will invoice the client in pounds sterling for payment in pounds sterling or Euros for payment in Euros. Where invoicing in any other currency has been agreed, to overcome problems of profit/loss on foreign currency fluctuations, the Company’s invoices shall show the foreign currency amount with the sterling equivalent at the prevailing rate. When payment is received from the client, the prevailing exchange rate shall be used to calculate the equivalent in pounds sterling and any difference between the resulting figure and the amount of the invoice shall be credited or invoiced. The client shall be responsible for any costs of currency conversion for the transfer of funds to the UK.
  10. Claims - The client must make any claims in respect of any alleged defects in goods and materials supplied by the Company to the client in writing to the Company within seven days of receipt of those goods and materials. If no claim is made within this period the client is deemed to have accepted the goods and materials at the agreed price. In cases of complaint all relevant work together with the invoice and original goods and materials should be returned to the Company.
  11. VAT - The Company reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
  12. Payment Terms - The financial relationship between the Company and the client is based on two fundamental principles: that the Company shall finance its own operations but not costs incurred on behalf of its clients and that as principal at law the Company is held by suppliers as solely responsible for payment. It is therefore essential that the client pays the Company’s invoices in good time for the Company to pay its suppliers. Accordingly all invoices raised by the Company in relation to suppliers’ costs, together with the mark-up referred to in paragraph 5 of these conditions, must be paid within 30 days of issue date, save for invoices pertaining to contracts that state otherwise. In the event that payment is not received by such date, the Company reserves the right to charge interest at the rate of 8% above the prevailing Bank of England base rate, charged per month until payment is received. In circumstances when the Company's supplier requires payment before the work is to proceed, this will be invoiced immediately with any balance payable within seven days. All goods and services will be invoiced as 50% on order confirmation and 50% on completion of the project. If any project takes more than two months to complete for any reason whatsoever, the Company shall issue interim invoices for work to date at its sole discretion. Should circumstances arise that either the Company or the client terminates a contract that has involved advanced payments to the Company, these shall not be returnable wholly or in any part at any time. At the start of a marketing consultancy retainer, public relations or web maintenance contract the client will be invoiced the agreed set-up fee plus the first month’s fee in advance. Advertising placements will be invoiced one month in advance.
  13. Retention of Title - For so long as any amounts remain owing from the client to the Company (whether immediately due or not) title to and property in any goods or materials supplied to the client will remain with the Company and will not pass to the client until the Company has received such amounts in full.
  14. Indemnity - The client shall indemnify and keep the Company indemnified against any and all proceedings, damages, losses and liabilities resulting from (a) any claims brought against the Company based upon any goods, materials or advertising prepared, supplied or specifically approved (either orally or in writing) by the client particularly in relation to proceedings under the Trade Descriptions Act 1968; or (b) any act, neglect or default of the client; or (c) the proven infringement of the intellectual property rights of any third party; or (d) any successful claim by any third party alleging libel or slander, provided any such liability has not been incurred through the neglect or default of the Company.
  15. Client’s Property - Client’s property and all property provided to the Company by or on behalf of the client shall while it is in the possession of or in transit to or from the Company be deemed to be at the client’s risk unless otherwise agreed and the client should insure accordingly. The Company is under no obligation to supply any working files arising from creating, designing, writing, producing and supplying products and services.  However, in exceptional circumstances, the Company at its sole discretion may agree to supply working files provided that the client agrees to the following conditions: Payment of a fee which will equal the total value of the work agreed less the value of work completed and invoiced to date or 25% of the total quote value, whichever is the greater, plus a charge for time and materials to copy working files to the client. The working files shall only be used by the Client for work completed by the Client in house using its own resources.  The files shall not be passed on to a third party in any form without written consent from the Company. The Company must not be recognised as the originator of any work produced using the files or on any product the client creates from them.
  16. Copyright - The copyright in all artwork, copy and other work produced by or assigned to the Company rests with the Company. On payment of all relevant fees and charges in full, any copyright lawfully assigned by sub-contractors and their agents to the Company and the Company’s own copyright shall be assigned to the client. In respect of copyright not owned by the Company, the Company will, if requested, negotiate to acquire such copyright at the cost of the client, but cannot guarantee that this will be granted.
  17. Confidential Information - The Company acknowledges a duty not to disclose without the client’s permission during or after its terms of appointment any confidential information resulting from studies or surveys commissioned and paid for by the client. The client in turn acknowledges the Company’s right to use as it sees fit any general intelligence regarding the client’s products or services which it has gained in the course of its appointment.
  18. No Competition - During the period of this contract and for the period of 6 months after its cessation neither the client nor the Company shall do any act or thing likely to damage the goodwill of the business of the other, nor shall either of them offer to employ or obtain services from any employees or other representatives of the other including any person commissioned by the Company in connection with the provision of services to the client.
  19. Insolvency - If the client ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due, or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it, or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Company without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the client and be entitled to charge for work already carried out (whether completed or not) and goods and materials purchased for the client, such charge to be an immediate debt due from the client and shall have a general lien on all goods and property in the Company’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as the Company thinks fit and to apply the proceeds towards such debts.
  20. Waiver - The failure by the Company to enforce at any time or for any period any one or more of the terms or conditions of any contract between the Company and the client shall not be a waiver of any such term or condition or of the right at any time thereafter to enforce all terms and conditions of that contract.
  21. Force Majeure - The Company shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing), Act of God, legislation, war, terrorism, fire, flood, drought, failure of power supply or difficulty in obtaining a supply of goods or materials required for the performance of the contract. During the continuance of such a contingency the client may by written notice to the Company, elect to terminate the contract and pay for work done and goods or materials used but subject thereto shall otherwise accept delivery when available.

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