STERLING MARKETING LIMITED
Terms and Conditions
Any business undertaken by Sterling Marketing Limited (hereinafter called “SML”) is transacted subject to the terms and conditions detailed below, each of which is incorporated or implied in any agreement between SML and its Clients. In the event of any conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless expressly agreed to the contrary by a Director of SML in writing.
1) Acceptance of Terms
A company, individual or other organisation shall be deemed to be the Client and to have agreed to and accepted these terms and conditions upon signature of a contract or letter of instruction to proceed with an assignment.
2) Payment of fees
Project Management Fees shall be paid to SML on the first day of each month for which the fees apply, against an invoice issued my SML by the 10th day of the previous month. If work is to start immediately fees for the first month will be invoiced on 7-day terms.
Where a consultancy assignment is undertaken 50% of the total fees will be payable prior to commencement of the project and the balance upon completion.
3) Payment of third party suppliers
Where SML is contracted to provide third party services SML will advise of order dates and projected costs and issue a pro forma invoice. Prepayment is required before any order is confirmed with a third party supplier. SML charges in respect of these will be subject to any price or tariff variances notified to SML by the supplier. Where the price reductions are obtained on behalf of a Client SML will refund any differences between anticipated and actual expenditure, or set off against a future invoice.
SML will accept no liability for any losses, either direct or consequential, incurred where prepayments are not received in time from the client for third party orders to be confirmed to schedule.
4) Late Payments
SML reserves the right to charge interest at 2% over Midland Bank Plc Base Rate prevailing at the time on amounts payable that are overdue under these terms. This refers to SML fees and any third party costs outstanding.
If any invoices remain unpaid for more than 60 days SML reserves the right to suspend work on the contract by giving 7days notice in writing to the client.
During such a suspension the normal contract payments shall continue to be payable by the Client.
5) Value Added Tax
All prices are quoted ex Value Added Tax. VAT at the rates prevailing will be added, where applicable, when SML renders invoices for fees and costs.
Any disputed regarding invoices must be submitted in writing, by fax, or by any other permanent visual record within 15 days of the date of the invoice on which they appear, failing which the Client shall be deemed to have accepted the correctness of the invoice in all respects.
7) Travel and out of pocket expenses
The Client shall reimburse SML for travel and incidental expenses (e.g. train, air taxis, overseas telephone costs, postage, courier etc). Mileage rates for car travel will as detailed by the Automobile Association. All travel and out of pocket expenses over £500 (five hundred pounds sterling) will be subject to approval in advance by the Client.
8) Ownership of Data
All materials, information, research, designs, concepts and the like furnished to SML by the Client during the term of this Agreement or created, developed or obtained by the Client or SML or both of them as a result of the performance of the assignment, and which relate exclusively to the Clients business, shall be the sole and exclusive property of the Client.
SML accepts that all names and addresses and other personal data accruing from an assignment are the sole property of the Client. SML undertakes that they will not be used for any other purpose whatsoever, other that the proper fulfilment of the assignment in accordance with the agreed brief, or as otherwise directed in writing by the Client or the Client’s authorised agent.
SML will treat all personal data in accordance with the requirements of the Information Commisioner
SML and its staff will take measures necessary to maintain absolute confidentiality at all times and will not reveal to a third party (other than its bankers and professional advisors) any details of the assignment without the written permission of the Client.
SML shall use all reasonable endeavours to provide the services in accordance with this Agreement. SML shall not be liable for indirect, consequential or special loss or damage howsoever arising.
SML’s liability for direct loss or damage in connection with this agreement (whether in contract or tort or breach of statutory duty or otherwise) shall be limited to the total fees (excluding third party payments and VAT) paid to SML in the three-month period.
Nothing in this clause limits or excludes SML’s liability for death of personal injury arising from its negligence or other breach of contract.
SML shall not be liable to the Client or be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform, any of SML’s obligations, if the delay or failure to perform was due to any cause beyond SML’s reasonable control. Without limitation, the following shall be regarded as causes beyond SML’s reasonable control:
a) Act of God, explosion, flood, tempest, fire or accident, affecting SML or its sub-contractors.
b) War or threat of war, sabotage, insurrection, civil disturbance or requisition.
c) Act, restrictions, regulations, by-laws, prohibitions, or measures of any kind on the part of any government or other authority.
d) Strikes, lockouts or other industrial actions or trade disputes (whether involving SML’s own employees or employees of a third party)
e) Difficulties or delays in obtaining materials, labour, machinery or supplies to SML or its sub-contractors.
f) Power failure or breakdown of machinery operated by SML or its sub-contractors.
SML shall be entitled to terminate this agreement by notice in writing if:
a) The Client breaches any of the terms of this agreement and does not remedy the breach within 30 days of receipt of notice in writing from SML specifying the breach; or
b) The Client has a liquidator, receiver, administrative receiver, or administrator appointed in respect of all part of its assets or undertaking; or
c) The Client is unable to pay its debts when due.
This agreement shall be governed by and construed in accordance with the laws of England and SML and the Client hereby submit to the non-exclusive jurisdiction of the English Courts.