In these Terms of business the following definitions apply:
- “Company” – means Charlotte McDougall Ltd Registered in England No. 5249486. Registered address: 219 Westbourne Studios, Acklam Road, London W10 5JJ
- “Client” – means the person, firm or corporate body to whom the Project is delivered.
- “Project” – means the work to be done by the Company for the Client and includes the use of that work by the Client for the purposes of its business for a period of five years from delivery and for such additional period as the Client may reasonably require. The Project is generally of a specific scope with deliverables that will be agreed between the Company and the Client.
References to the singular include the plural and references to the masculine include the feminine and vice versa.
The Client agrees to pay a fixed fee that will cover all the costs of the Project other than specifically laid out in the agreement. This will be agreed between the Company and the Client before work commences.
Payment terms are strictly 30 days from the date of the invoice unless otherwise agreed between the Company and the Client. An invoice will be deemed as accepted by the Client unless it is disputed in writing to the Company stating reasons within 7 days of receipt of the Client.
3. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
Projects are confidential and are based on the intellectual property of the Company (the “Intellectual Property”). During the course of carrying out the Project, the Company or Client (the “Parties”) may have access to information that is regarded as confidential by the Company or the Client (the “Confidential Information”). For the avoidance of doubt, the Confidential Information includes all information relating to the Intellectual Property. In connection therewith, the following shall apply:
The Confidential Information may be used by either Party only in connection with the Project;
The Intellectual Property may be used by the Client only in connection with the Project;
Parties shall protect the confidentiality of the Confidential Information according to the highest standards. Access to the Confidential Information shall be restricted to the Parties and Parties shall not disclose Confidential Information to any third party;
The Confidential Information may not be copied or reproduced, except to the extent necessary for delivery of the Project, without prior written consent from the relevant Party;
Nothing in this agreement shall prohibit or limit a Party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodology): (i) previously known to it; (ii) independently developed by it; (iii) acquired by it from a third party which is not, to a Party’s knowledge, under an obligation to the other Party, not to disclose such information; or (iv) which is or becomes publicly available through no breach by a Party of this agreement; and
Confidential Information and Intellectual Property will at all times remain, as between the Parties, the property of the Party from where it originated. Except as may be expressly provided herein, nothing in the Agreement shall be construed to grant to Parties any rights or licences to use the Confidential Information or Intellectual Property.
4. CANCELLATION/POSTPONEMENT OF WORK
The Client agrees to pay a cancellation fee for any work cancelled after the date of the agreement to deliver the Project between the Client and the Company. The amount of the fee will depend on the length of time between the cancellation date and the date of the commencement of the Project. The cancellation fee will be a percentage of the complete cost of the Project in accordance with the following schedule:
Up to 10 working days before commencement – 50%
Up to 5 working days before commencement – 75%
Up to 2 working days before commencement – 95%
From the date of commencement – 100%