These are the terms that apply to all our contracts unless we have agreed to the contrary in writing.
1. About us
1.1 Company details. Bob Design & Marketing Limited (company number 05550174) (we, our and us) is a company registered in England and Wales and our registered office is at Unit 1 The Stable Block Leigh Court Business Centre, Pill Road, Abbots Leigh, Bristol, United Kingdom, BS8 3RA. Our VAT number is GB 869636757 We operate the website www.meetbob.co.uk. We are a Bristol based creative graphic design agency specialising in
brand development, including logo design, web design, brand
communications and campaigns for ambitious businesses (“the Services” which term shall mean all services that we have agreed to supply to you).
1.2 Professional indemnity insurance. We maintain professional liability
insurance. Our compulsory insurer is Hiscox Insurance Company Ltd, 1 Great St Helen’s, London EC3A 6HX, and our policy number is
2. Our Contract with you
2.1 Our contract. These terms and conditions (Terms) apply to all pitches and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are
implied by law, trade custom, practice or course of dealing, unless we have
agreed to the contrary in writing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
2.5 Pitches. We will pitch for work but all our intellectual property rights (defined in Clause 11 below) will be retained by us and you will have no
right to utilise any intellectual property right or our know-how ideas or concepts arising out of or communicated to you as part of a pitch.
3. Placing an order and its acceptance
3.1 Placing your order. You have sole responsibility for providing us with information that we reasonably need to supply you with the Service including the proper order and specification and all relevant information about your business and its competitors. Each order is an offer by you to buy the Services specified in the order subject to these Terms.
3.2 Acknowledging receipt of your order. Our acceptance of your order will be by email.
3.3 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email. If you have already paid for the Services, we will refund you the full amount.
4. Cancelling your order and obtaining a refund
4.1 You may cancel the Contract and receive a refund, if you notify us as set out in Clause 4.2 within 7 days of your receipt of the Order Confirmation. You cannot cancel the Contract once we have completed the Services, even if the 7-day period is still running. OR You may cancel the Contract and receive a refund, if you notify us as set out in Clause 4.2.
4.2 To cancel the Contract, you must contact us in writing by Email or Post. You can email us at firstname.lastname@example.org or write to us by post to Unit 1, The Stable Block Leigh Court Business Centre, Pill Road, Abbots Leigh,
Bristol, United Kingdom, BS8 3RA. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For
example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day and in accordance with Clause 18.2.
4.3 If you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for
the period up to the time when you gave notice of cancellation in accordance with Clause 4.2. The amount we deduct will reflect the amount we deduct will be based on our hourly fee rates, as set out when you are issued a proposal or an estimate.
5. Our Services
5.1 Compliance with specification. Subject to our right to amend the
specification (see Clause 5.3) we will supply the Services to you in accordance with the specification. We completely rely on you to provide detailed specifications of the work you require and update us on changes that would be required to the specifications. We do not accept fault where
a product has proved incompatible with your existing brand and technology and rely on you to inform us of all technical and performance related restrictions within your Business.
5.2 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
5.3 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill. We will comply with all applicable laws, including health and safety laws, bribery laws, data protection laws and anti-discrimination laws.
5.4 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract or claim damages.
5.5 Subcontractors Illustrators Photographers Printers Developers Copywriters etc. The provision of the Service may require us to use the services of subcontractors in which case we will use reasonable endeavours
to choose subcontractors who we consider to be appropriate and professional and will appoint them on your behalf as your agent. We will not be responsible for any failure by a subcontractor but will give you all reasonable assistance to permit you to enforce your rights against subcontractors. Illustrators and photographers usually do not assign copyright.
6. Your Obligations
6.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you co-operate with us in all matters relating to the Services;
(c) you provide us, our employees, agents, consultants and subcontractors, with all necessary support including access to your premises, office accommodation and other facilities as we may reasonably require;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you provide us with all necessary feedback as the provision of the Service progresses including responding to our requests for sign off or information in a timely manner.
(f) you have and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) you comply with all applicable laws, including health and safety laws, bribery laws, data protection laws and anti-discrimination laws.
(h) you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own
risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
(i) You inform us of any pre-existing business relationships that may affect the services we provide including but not limited to;
1. Informing us of any competitors current branding.
2. Any potentially protected trademarks or copyright that could affect the specification.
(k) you will integrate the Service Creative Work into your Business and will have sole responsibility for such integration including the manufacture of all packaging and the relevant digital integration into your systems.
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us
from the performance of the Services, in each case to the extent Your
Default prevents or delays performance of the Services. In certain
circumstances Your Default may entitle us to terminate the Contract
under Clause 15 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur
arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. Services in UK only
7.1 Unfortunately, we are unable to perform the Services at addresses outside the UK.
7.2 You may place an order for the Services from an address outside the UK, but the order will be under UK Law and jurisdiction as set out below and the Services will be exclusively in English.
8.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 8.
8.2 The Charges are the prices quoted in the proposal or estimate at the time you submit your order.
8.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly giving you due notice of the change.
8.4 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
9. How to Pay
9.1 Unless we agree to the contrary we will take your initial payment upon acceptance of your order (which will be 50% of the estimate for the Services) and the balance will be invoiced as we have agreed, which will normally be monthly in arrears but for larger projects we will require stage payments at specific stages during the project.
9.2 We only accept payment of invoices by bank transfer.
9.3 We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied. All invoices are payable within 28 days.
9.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 9.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10. Intellectual Property Rights
10.1 All intellectual property rights (including copyright design right patent right registered design right trademarks and registered trademarks
confidential information and know-how) in or arising out of or in
connection with the Services (other than intellectual property rights in any
materials provided by you) will be owned by us unless expressly granted.
10.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
10.3 Any proposals for branding or design that is not expressly created for you, and completed under this contract by us; a) Either put forward in pitch meetings; b) Working designs not carried into the final proposed specification for our services; c) Displayed or otherwise view with or without our express consent; Remains the exclusive Intellectual property of us.
10.4 At the completion of the Service and once all our charges have been paid we grant to you a royalty free UK wide license to utilise the final versions approved by you of all designs and creative work that we have agreed to provide to you as part of the Service (“the Service Creative Work”). We will at your expense sign such reasonable license agreements as you require to confirm your rights.
10.5 We may exceptionally be prepared for an agreed additional fee be prepared to assign to you the worldwide copyrights or design right in the Service Creative Work.
10.6 At the completion of the Service you give us reasonable right to publicise our involvement with you including the right to publish the Service Creative Work provided that we first request your approval (such approval not to be unreasonably withheld or delayed) and comply with any confidentiality or timescale requirement you have informed us about.
11. Limitation of Liability
11.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £2,000,000 per claim. (We have been
unable to obtain insurance in respect of certain types of loss at a
commercially viable price). The limits and exclusions in this clause reflect
the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss. We will permit you to inspect out insurance policy on request.
11.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.3 Subject to Clause 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
11.4 Subject to Clause 11.2, our total liability to you arising under or in
connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, will be limited to
50% of the total Charges paid under the Contract].
11.5 We have given commitments as to compliance of the Services with the relevant specification in Clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of [the event having occurred OR you having grounds to make a claim in respect of the event] and shall expire 1 month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.7 This Clause 11 will survive termination of the Contract.
12.1 We each undertake that we will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information (being information or know-how which is of a confidential nature and the disclosure of which could foreseeably damage the business reputation or goodwill of the other party or its officers or employees) subject to Clause 12.2.
12.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
13.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering
administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business (or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction);
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of
the Event Outside Our Control. We will arrange a new date for
performance of the Services with you after the Event Outside Our
Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control (which has continued for more than 30 days). To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
15.1 You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you (and for a period of six months following termination of the Contract).
16. Communications between us
16.1 When we refer to “in writing” in these Terms, this includes email.
16.2 Any notice or other communication given (by one of us to the other) under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received: (a) if delivered personally, on signature of a delivery receipt (or at the time the notice is left at the proper address);
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17.1 ASSIGNMENT AND TRANSFER.
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.