Terms of business

Franklyfluent ltd is a company registered in England and Wales under Company Number 9174563 whose registered office is at 45 Vyner Street, London E2 9DQ (“Agency”).

INTRODUCTION:

  1. The Client wishes to purchase and the Agency wishes to provide a range of Services and Deliverables, which are described in one or more Scopes of work or Cost estimates.
  2. Except in the case of a pre-existing, mutually-agreed Framework Agreement, both parties agree that these Services and Deliverables will be supplied in accordance with the terms of this Agreement.

When we enter into business with each other, it’s agreed that:

  1. ‘Client’ means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom the Agency has agreed to provide the Services in accordance with these terms and conditions of business.
  2. ‘Services’ means marketing services, copy and content production, cultural consultation, translation, transcreation, artworking, production and/or any other associated services required by the Client and specified on the Cost estimate and/or Scope of work supplied by the Agency and approved by the Client.
  3. ‘Source material’ means any documents, materials, text, images, graphics, photographs, designs, data, or other information provided by the Client to the Agency relating to the Services.
  4. ‘Deliverable’ means the document(s) and/or asset(s) provided by the Agency to the Client resulting from the Services.
  5. ‘Cost estimate’ or ‘Scope of work’ means the sheet in which details of the required services and their estimated costs are specified for any campaign(s) or project(s) within a given period of time.

SUPPLY OF SERVICES

  1. If the Services are booked via telephone or email, the Client shall in writing to the Agency acknowledge the Client’s acceptance of the Services and charges outlined in the Cost estimate or Scope of work before the Agency undertakes any work on their behalf. Where appropriate, a PO for the total amount outlined in the Cost estimate should issued by the Client to the Agency before work commences. Any changes or additions to the Services or these terms and conditions must be agreed in writing by both parties.
  2. The Client at its own expense will supply the Agency with all necessary Source material within sufficient time to enable the Agency to provide the Services. The Client will be responsible for and therefore ensure the accuracy of all Source material.
  3. The Agency is entitled to sub-contract or otherwise outsource all or any part of the Services to any third party it selects and will be under no obligation to notify the Client of either the selection of such third party or any subsequent change to the identity of the selected third party.

INTENDED USAGE

  1. The Client shall clearly indicate the intended use of the Deliverable or other consequence of the Services. The Agency will endeavour to ensure the Deliverable or other consequence of the Services is of sufficient standard for such use by the Client.

CHARGES AND PAYMENT TERMS

  1. All accounts are net of VAT and due as specified in the Cost estimate or Scope of work. All accounts are due upon delivery of the Deliverable. The Client shall pay such charges via bank transfer with any charges for such assumed by the Client within 30 days of the date of invoice issued for the Services.
  2. Payment of invoices outside these terms will be subject to the remedies contained within the provision of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Depts. Regulations 2002), which includes interest and compensation.
  3. Changes or other amendments required by the Client following the completion of the Services are liable to reasonable additional charges.

DELIVERY

  1. Any date agreed between the parties for delivery is given as an estimate. The Agency will on a best-effort basis undertake to meet such date.
  2. In the event of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Agency’s ability without fault to meet the terms of a contract with the Client as agreed), the Agency shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Agency and the Client to terminate the Services, but in such event, the Client shall pay the Agency for any and all work already completed. The Agency will in such an occasion use reasonable endeavours to assist the Client to place its commission elsewhere.
  3. Delivery of the Deliverable to the Client is deemed to have taken place upon posting or delivery to a carrier, or transmission by email or Internet, and the risk shall then pass to the Client.
  4. The Agency will endeavour to retain a copy of the Deliverable for archiving purposes only.
  5. Following delivery, if the Client has not given written notice to the Agency that the Deliverable is not satisfactory within 10 working days to the Client, the Client shall be deemed to have accepted and approved the Services and the Deliverable and the Agency shall have no liability for any defect in the quality of the Deliverable or failure to correspond with the Cost estimate or Scope of work, and the Client shall be bound to pay the Agency as if the Deliverable had been satisfactorily supplied.
  6. In accordance with the preceding clause, as a result of any error or omission in work undertaken by the Agency, the Agency will, as its option, either re-produce the work or compensate the Client, in which case the Agency shall be limited to such liability as is covered by its professional indemnity insurance policy terms, and in no event shall liability exceed the amount of the fee charged to the Client in respect of the Services, or £250,000, whichever is the lesser, provided that such fee has been paid to the Agency and provided the work has been used by the Client for the purpose indicated to the Agency.

CANCELLATION

  1. Upon the Client booking the Services, the Client will be entitled to cancel the Services subject to written notice. The Client will pay for any Services confirmed at the time of termination of the Services, and the Agency will subsequently confirm in writing the final costs and expenses due.

CONFIDENTIALITY

  1. The nature of the work performed and any information transmitted to the Agency by the Client is confidential. The Agency shall not without the prior consent of the Client divulge or otherwise disclose such information to any person other than authorised employees or authorised subcontractors of the Agency whose job performance requires such disclosure. The provisions of this paragraph shall not apply to the extent that the Agency is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by the Agency.

COPYRIGHT

  1. Without prior written agreement to the contrary, copyright in the Deliverable will vest in the Agency and the Client, upon payment of all outstanding charges to the Agency for the Services, is granted an exclusive licence to exploit the Deliverable to the extent of the usage terms originally agreed in preparing the Cost estimate or Scope of work.

INSURANCE

  1. The Agency shall maintain professional indemnity insurance policies to the value sufficient to meet its liabilities under this Agreement. Upon the Client’s reasonable request the Agency will provide the Client with evidence that such insurance is in place.

ENTIRE AGREEMENT

  1. These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.
  2. Both Agency and Client acknowledge and agree that in entering into these terms and conditions they have not relied on any representation or warranty or undertaking other than those expressly set out herein and, except in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy (including the avoidance of these terms and conditions) to the other in respect of any representation or statement which is not expressly prescribed by these terms and conditions.