TERMS AND CONDITIONS OF SERVICE
Please read the following Terms and Conditions carefully, and contact us if you have any queries. They constitute a legally binding Contract, and the Customer is deemed to automatically accept them when agreeing to purchase products and services from MAP.
Business Day: UK weekdays between 9.00am and 5.30pm (excluding bank holidays).
Charges: to be paid by the Customer as detailed in the Quotation.
Contract: the contract between MAP and the Customer for the supply of goods and services.
Customer: the person or firm who purchases goods and services from MAP.
Deliverables: specific items produced by MAP for the Customer as part of the service.
Deposit: an advance payment paid by the Customer at the commencement of the project.
Force Majeure Event: unforeseeable circumstances including, but not limited to an act of war, terrorism or civil disorder, strikes or industrial action, adverse weather conditions, or loss of electricity supply.
Intellectual Property Rights: all trade marks, patents, copyrights, unfair competition rights and trade secrets, whether registered or unregistered.
MAP : MAP Design Studio, LCB Depot, 31 Rutland Street, Leicester LE1 1RE
Milestone: a date by which a part of the Service is estimated to be completed, as set out in the Project Schedule.
Parties to the Contract: MAP and the Customer (a natural person, corporate or unincorporated body, including personal representatives, successors or permitted assigns).
Project Schedule: the estimated timetable set out in the Proposal.
Proposal: outline text, sketches and performance dates of the project Deliverables.
Purchase Order: the Customer’s written acceptance of Map’s Proposal and Quotation.
Quotation: the detailed statement of goods and services provided for the Customer, and the cost thereof.
Services: those services as set out in detail in the Proposal and Quotation including, but not limited to, branding, digital, graphic design, SEO, social media, print management and website development.
Writing: a reference to writing (or written) also includes e-mails.
2. Basis of contract
2.1 A Purchase Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 A Purchase Order shall only be deemed to be accepted when MAP indicates so in writing, and has received payment of the deposit (unless waived in certain circumstances).
2.3 Any Quotation given by MAP will be valid for a period of 30 days.
2.4 The Contract consists of the Proposal, Quotation, Purchase Order, and Terms and Conditions provided by MAP, and constitutes the entire agreement between the Customer and MAP. The Customer will not rely on any statement or promise, assurance or warranty made or given by or on behalf of MAP, that isn’t included in it. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to, shall not govern the Contract.
2.5 If the Customer cancels the Contract prior to the supply of Services, MAP retains the right to charge for any preliminary work already undertaken.
3. Supply of services
3.1 MAP shall supply the Services to the Customer in accordance with the Proposal and Quotation in all material respects, and with reasonable care and skill.
3.2 MAP will endeavour to meet the Milestones in the Project Schedule, but any such dates shall be estimates only, and shall not be of the essence of the Contract.
3.3 MAP shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and MAP will notify the Customer in any such event. If MAP requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
3.4 If the Customer requires additional Services, or changes to those in the original Proposal and Quotation, both Parties to the Contract shall agree them in writing in advance. MAP shall provide the Customer with details of any charges or credits arising from the change; the likely effect of the change on the Project Schedule; and any other impact of the change on the terms of the Contract.
3.5 Where MAP provides proofs to the Customer, the Customer shall be responsible for checking whether the proofs are in accordance with the Proposal and shall approve the proofs in writing. After approval, any remaining errors, whether in the content provided by the Customer, or the design, layout or specification created, made or carried out by MAP, shall no longer be the responsibility of MAP.
3.6 Where alterations, amendments or corrections are required by the Customer after their approval of proofs, MAP shall be entitled to charge for these on a time and materials basis.
3.7 All Deliverables will be deemed complete when the Customer has indicated their satisfaction in writing.
4. Charges and payments
4.1 The Charges for the Services shall either be on a fixed fee basis or calculated on an hourly rate, and will be calculated in accordance with the Quotation.
4.2 A Deposit is required in order for work to commence, unless otherwise agreed in writing.
4.3 On achieving a Milestone, or when otherwise due as specified in the Quotation, MAP shall invoice the Customer for the charges that are then payable.
4.4 Any and all outside costs including, but not limited to, equipment rental, search engine optimisation (SEO), photographer’s costs, web-hosting packages, licences and printing costs, are non-refundable, and will be billed to the Customer as additions, unless specifically otherwise provided for in the Quotation.
4.5 The Customer shall pay each invoice submitted by MAP :
(a) within the number of days set out on the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by MAP, and the time of the payment will be of the essence of the Contract.
4.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
4.7 If the Customer fails to make any payment due to MAP under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 5 per cent per annum above the Bank of England’s base rate, and will be responsible for all associated legal and collection costs.
4.8 MAP will, at their discretion, stop work and cease providing Services until all outstanding invoices and interest have been paid in full.
5. Customer obligations
5.1 The Customer shall:
(a) ensure that any information it provides does not infringe on the Intellectual Property Rights of any other person or organisation;
(b) ensure that any information it provides is not unlawful or inappropriate and does not contain a virus or hostile program;
(c) ensure any written content is proof-checked prior to handover. MAP are not responsible for any misprints, typo’s or changes;
(d) ensure images supplied are of a suitable quality;
(e) co-operate with MAP in all matters relating to the Services; and
(f) provide MAP with such information and materials as MAP may require to supply the Services, and ensure that such information is accurate and timely.
5.2 If MAP’s performance of any obligation under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) MAP shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays MAP’s performance of any of its obligations;
(b) MAP shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from MAP’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Customer shall reimburse MAP on written demand for any costs or losses sustained or incurred, arising directly or indirectly from the Customer Default.
6. Intellectual property rights
6.1 All Intellectual Property Rights arising out of, or in connection with the Services which are to transfer to the Customer, shall be owned by MAP until full and final payment of the Charges, at which time they shall be transferred to the Customer.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional upon MAP obtaining a written licence from the relevant licensor on such terms as will entitle MAP to license such rights to the Customer.
6.3 All MAP materials are the exclusive property of MAP. Any concepts, sketches, photographs, and artwork leading up to, and/or forming part of the final Proposal, will remain the property of MAP unless agreed otherwise in writing.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, quotations, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services, which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, to any governmental or regulatory authority or court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8. Limitation of liability
8.1 Nothing in these Terms and Conditions shall limit or exclude MAP’s liability for;
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent representation; or
(c) breach of the Consumer Rights Act 2015.
8.2 Subject to clause 8.1, MAP shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
8.3 This clause 8 shall survive termination of the Contract.
9. Force majeure
9.1 MAP shall not be liable to the Customer as a result of any delay or failure to perform it’s obligations under this Contract as a result of a Force Majeure Event.
9.2 If the Force Majeure Event prevents MAP from providing any of the Services for more than four weeks, MAP shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving the Customer written notice.
10.1 Without limiting its other rights or remedies, either party shall have the right to terminate the Contract by giving the other party one months’ written notice.
10.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing;
(c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(d) the other party’s financial position deteriorates to such an extent that their capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(e) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.3 Without limiting its other rights or remedies, MAP may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
11. Consequences of termination
11.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to MAP all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, MAP shall submit an invoice, which will be payable by the Customer immediately on receipt;
(b) the Customer shall return all Deliverables which have not been fully paid for. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination, shall continue in full force and effect.
12.1 Assignment and other dealings
(a) MAP may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent
(b) The Customer shall not, without the prior written consent of MAP, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by both parties.
12.6 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
12.7 Governing law
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.