Terms and Conditions

THIS AGREEMENT is made on ______________ (insert date) between:

Dom Johnson and

(ii) ______________________________________________

Standard Terms and Conditions for Commissioned work and Project Management

1. Interpretation

·         Charges- money paid by client for goods

·         Conditions- terms and conditions changed occasionally

·         Contract- agreement between Dom Johnson and client

·         Client- person or firm that purchases services from Dom Johnson

·         Intellectual property rights- property rights do not move with goods or services and remain property of Dom Johnson

·         IPR- any protection remains property of Dom Johnson unless sold on to client or third party

·         Services- design services to be supplied to client

·         Service estimate- outlines specification of service and deliverables and charges

·         Dom Johnson-

2. Basis of contract

·         2.1 A signature by the client means that they have made an offer in accordance with the conditions

·         2.2 An offer made under clause 2.1 comes into existence when the service estimate has been signed by both Dom Johnson and the client

·         2.3 The contract is the entire agreement between the parties

·         2.4 drawings, research, ideas, description or advertising are to give the client an idea of the services being provided. Any property rights remain Dom Johnson’s property unless sold on or licensed.

·         2.5 terms and conditions apply to the service estimate and the contract does not exclude any amendments agreed by both parties.

3. Supply of services

·         3.1 Dom Johnson will do the best to supply client with services in accordance with the service estimate.

·         3.2 Dom Johnson will do the best to meet all deadlines but they are estimates and will not fully   determine performance. Any expected delays will be given with three days written notice prior.

·         3.3 Dom Johnson will have the right to make any amendments to the good or service to comply with any laws or safety requirements which will not affect the quality of the services. Dom Johnson will notify client of any changes in writing.

·         3.4 Dom Johnson warrants that the goods or services will be provided with quality, care and skill.

·         3.5 Dom Johnson takes no responsibility for testing prototypes against any safety issues and it shall be the client responsibility to take any further action to make sure goods or services comply with the British standards institute or the European Union before producing or manufacturing.

4. Clients obligations

·         4.1 The client shall:

·         4.1.1 Make sure any information provided is truthful and accurate.

·         4.1.2 Co-operate with Dom Johnson in all matters

·         4.1.3provide Dom Johnson with any information or materials that are necessary relating to the supply of services and ensure that all information provided is accurate and received in a timely matter.

·         4.2 If Dom Johnson’s performance or any obligations is prevented by the client or the client does not perform any obligations:

·         4.2.1 Dom Johnson has the right to suspend all obligations relating to the goods or services until the client default is remedied

·         4.2.2 Dom Johnson shall not be liable for any costs or losses by the client directly or indirectly affecting Dom Johnson performance on delivering the goods or services.

·         4.2.3 The client shall reimburse Dom Johnson for any costs or losses to Dom Johnson arising directly or indirectly from the client default.

5. Change control

·         5.1 If client wants to make any changes to the service estimate then Dom Johnson has to notified in writing

·         5.2 Dom Johnson will not be obligated to make any change requests. However if it is accepted then a revised service estimate will be created and will not come into existence until both parties have signed it.

·         5.3 Acceptance shall constitute a variation of the contract.

6. Charges and payment

·         6.1 charges for goods and services will be set out in the service estimate

·         6.1.1 Charges shall be set out in accordance with Dom Johnson standard rate in the service estimate

·         6.1.2 unless otherwise agreed the client will be charged for any expenses incurred through providing the goods or services this is including but not limited to traveling costs, hotel costs, subsidence and any other associated expenses. The costs of third parties services relating to providing the good or service are also chargeable to the client as well as material costs. Dom Johnson will notify the client of any charges before they are incurred unless there is a delay in progress.

·         6.2 Dom Johnson may increase charges to reflect any costs incurred in sourcing any materials and attending meeting while providing the service. Dom Johnson will agree any additional costs with client.

·         6.3 Any deposit required must be paid to Dom Johnson in cleared funds. Dom Johnson will not be obligated to carry out any work until the deposit is received.

·         6.4 Dom Johnson will invoice the client with any costs made to him both covered and not covered in the service estimate

·         6.5 The client shall pay each invoice submitted by Dom Johnson:

·         6.5.1 within 7 days of the invoice

·         6.5.2 In full and in cleared funds to a bank account nominated by Dom Johnson in writing

·         6.6 All amounts payable to Dom Johnson are vat exclusive and payment to Dom Johnson by the client will be received within 7 days of a valid invoice from Dom Johnson

·         6.7 If the client fails to make any payment within the due date Dom Johnson has the right to charge interest of 5% per day overdue.

·         6.8 The client shall make payment of all amounts due under the contract in full without any deduction except as required by law.

7. Intellectual property rights

·         7.1 Unless otherwise agreed in writing all intellectual property rights will remain the property of Dom Johnson

·         7.2 following completion of the goods or services and the payment in full by the client, Dom Johnson shall hand over all intellectual property rights and a license if agreed upon by both parties in advance. Dom Johnson still retains the right to publicize the work completed for the client as his own to support and promote the marketing of Dom Johnson’s brand

·         7.3 conditions 7.2 shall not apply if the service estimate provides for an alternative form of ownership of the relevant intellectual property rights, in which case the provisions set out in the service estimate shall apply. If the service estimate does not contain any relevant provisions then Dom Johnson shall use best endeavors to agree upon terms.

·         7.4 conditions 7.2 and 7.3 shall not apply to the respect of any Dom Johnson IPR which shall be owned by Dom Johnson at all times. Dom Johnson shall procure that the assignment or license executed under condition 7.2 and 7.3 incorporates a non-exclusive perpetual license to the client of any Dom Johnson IPR reasonably required to allow the client to make use of and commercialize the services and deliverables.

8. Third party services

·         8.1 When providing the good or service to the client, Dom Johnson may require elements of service from a third party.

·         8.2 Dom Johnson will contact third parties for any needs however it is the client’s responsibility to form a separate agreement with the third party relating to costs

·         8.3 Dom Johnson will not invoice the client for third party services however it will show up on the service estimate. It is the client’s responsibility to make payment to the third party on time.

9.  Confidentiality

·         9.1 clients shall keep in strict confidence all technical or commercial know how, specifications, processes, inventions or initiatives relating to the goods or services that have been disclosed to the receiving party (client). Dom Johnson retains the right to terminate this contract effective immediately if a non-disclosure agreement isn’t signed.

·         9.2 Any goods or services presented to the client shall be kept in strict confidence by both parties until a license or assignment has been given under the conditions of clause 7. For the benefit of the doubt the provisions of any NDA or confidence agreement shall still apply.

10. Limitation of liability

·         10.1 Nothing in these conditions limits or excludes Dom Johnson’s liability for:

·         10.1.1 Death or personal injury caused by negligence or the negligence of her employees, agents or subcontractors

·         10.1.2 Fraud or fraudulent misrepresentation

·         10.1.3 Breaching the terms set out by section 2

·         10.2 Subject to clause 10.1

·         10.2.1 Dom Johnson will not be liable to client whether in contract, tort (including negligence), and breach of statutory for any loss of profit or indirect profit loss.

·         10.2.2 Dom Johnson’s liability in respect of all other losses in connection with the contract whether in contract, tort, breach, deliberate breach of contract by Dom Johnson, his employees, agents or subcontractors shall not exceed total charges for services.

·         10.3 Dom Johnson is excluded from all liability for loss, damages, claims or liability arisen from client’s material choices, processes or safety regulations.

·         10.4 All warranties, conditions and other terms implied by statute or law are the fullest extent permitted by law.

·         10.5 Clause 10 shall survive termination of the contract.

11. Termination

·         11.1 Each party may terminate the contract with immediate effect if:

·         11.1.1 If the other party commits a material breach and fails to remedy the breach within 30 days

·         11.1.2 The other party threatens to suspend payment, does not pay on the due date or cannot pay the given total

·         11.1.3 The other party is subject to bankruptcy

·         11.1.4 A person becomes entitled to appoint a receiver over the assets of the other party

·         11.1.5 The other party threatens or ceases to carry on with business

·         11.1.6 If the other party falls ill or dies whether it be physical or mental and is unable to take care of their owns affairs

·         11.2 Dom Johnson retains the right to terminate the contract with immediate effect if the total sum of money cannot be paid on the due date.

·         11.3 Dom Johnson retains the right to suspend all services if the client becomes subject to clause 11.1.1 to clause 11.1.6 or if Dom Johnson feels that the client is about to become subject to one.

12. Consequences of termination

·         12.1 On termination for any reason

·         12.1.1 Client shall pay Dom Johnson immediately for any unpaid invoices. Dom Johnson may submit an invoice that is to be paid immediately

·         12.1.2 The client shall return all Dom Johnson IPR and any deliverables that have not been paid for. Dom Johnson may enter the client’s premises and take back possession of any of Dom Johnson possessions unless they have already been returned. The client shall be responsible for these possessions and shall not use for any circumstance of than this contract.

·         12.1.3 Clause which has effect after termination will still continue.

13. General

·         13.1 force majeure

·         13.1.1 Dom Johnson cannot be responsible for a force majeure event as it is out of Dom Johnson’s control, including but not limited to natural disasters, floods, fires, breakdowns, wars, riots, damage, storm or default by subcontractors.

·         13.1.2 Dom Johnson will not be liable in a force majeure event.

·         13.1.3if a force majeure event prevents progress for more than 4 weeks then Dom Johnson has the right to terminate the contract with written notice.

·         13.2 assignments and subcontracting

·         13.2.1 Dom Johnson may at any time transfer all responsibilities under the contract to a third party or agent.

·         13.2.2 Client shall not without written notice transfer any responsibilities onto a third party

·         13.3 notices

·         13.3.1 Any form of contact will be given in writing and delivered personally or by pre paid first class post or commercial courier.

·         13.3.2 Clause 13.3 shall not apply if proceedings or documents take part in legal action. Writing shall include emails.

·         13.3.3 A signature will include any form of acceptance by the client

·         13.4 severances

·         13.4.1 if a court deems any of the contract to be invalid, illegal or unenforceable then it shall be deleted.

·         13.4.2 Any invalid, illegal or unenforceable parts to the contract will have minimum change necessary to make it valid.

·         13.5 Nothing in this contract is indented to or deemed to be creating a partnership.

·         13.6 Third parties have no rights under this contract

·         13.7 Any variations of this contract will only come into existence when it has been signed by both parties

·         13.8 Any issues arisen from this contract will be governed by English law.

Signed by Dom Johnson

DJohnson

Date:

Signed by the client

Date: