1. Parties
In these terms and conditions, “the Partnership” denotes Robert Zarywacz and Simon Zarywacz together trading as “Zarywacz” whose principal place of business is at 11 Furse Hill Road, Ilfracombe, Devon, EX34 8HN and “the Client” denotes any person, firm or company placing the order.
2. Appointment
The Client appoints the Partnership to undertake copywriting, editing, proofreading, marketing, communications or other related services (“the Services”) for a fixed term or on an occasional basis as set out in a separate Schedule or Quotation for the consideration of the fee outlined, which includes external costs (such as artwork, photography, printing and advertising). Where reasonably practicable, the Partnership will seek the prior approval from the Client in respect of such costs to be incurred.
3. The Client’s obligations
The Client agrees with the Partnership throughout the Term:
3.1 To support the Partnership in its duties;
3.2 To make available to the Partnership free of charge information or data in any format or medium required by the Partnership for the completion of its duties;
3.3 To indemnify and keep indemnified the Partnership from and against any and all loss, damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Partnership in the course of conducting the Services and resulting from:
3.3.1 any act, neglect or default of the Client or its agents, employees, licensees or customers;
3.3.2 the proven infringement of the intellectual property rights of any third party;
3.3.3 any successful claim by any third party alleging libel or slander in respect of any matter arising from the publication, in any printed, electronic, audio or visual medium, of any documents, brochures, press releases, advertisements, statements or the like which the Client has approved for publication and distribution or which the Client has taken upon itself to publish or distribute.
3.4 to pay the Partnership promptly according to the payment terms:
3.4.1 at the time of purchasing from the z2z.com, pressme.co.uk or other web site by credit card via PayPal or other online payment provider; or
3.4.2 within 14 days or by other date stated on the invoice by Company cheque, BACS transfer or PayPal or other online payment provider; and
3.4.3 any additional expenses/external costs payable by the Client to the Partnership under this Agreement and which the Partnership may require to be paid in advance.
3.5 Any queries regarding an invoice issued by the Partnership must be notified to the Partnership within seven days of the date of issue of the invoice.
3.6 Where any invoice or request for an advance payment in respect of expenses/external costs remains unpaid after fourteen days, the Partnership reserves the right to withhold provision of its Services until payment and such action shall not amount to a breach of this Agreement by the Partnership.
4. The Partnership’s obligations
The Partnership agrees with the Client throughout the Term:
4.1 At all times to work diligently to protect and promote the interests of the Client;
4.2 In all matters to act loyally and faithfully toward the Client;
4.3.1 To seek a signed approval from the Client for proofs of writings, design, print, electronic and other material before printing, publication, production or distribution and by such signed approval the Client shall be deemed to have examined and given its approval of the relevant material and be deemed to be the Client’s authority to the Partnership to proceed with the printing, publication, production or distribution thereof;
4.3.2 whilst the Partnership shall make every effort to minimise any loss and damage suffered either by reason of any errors and omissions identified after a Client has provided signed approval of a final proof, or the failure to meet an agreed deadline for a publication after having taken all reasonable steps to obtain a signed approval from the Client of a final proof, the Partnership will accept no responsibility for any loss and damage that may be incurred as a result of such errors, omissions or failures to meet such deadlines and the Partnership reserves the right to charge an additional fee for any costs incurred;
4.3.3 where the Partnership is engaged to provide writings or similar material for which the Client has elected to take responsibility for the arrangement of design, print, publication or distribution of such material via an independent contract with a third party supplier, it shall be the sole responsibility of the Client to examine such material and authorise the third party supplier with respect to design, print, publication or distribution, in which case the Partnership will accept no responsibility for any loss and damage that may be incurred as a result of any errors, omissions or failures to meet deadlines.
4.4 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the Client or the Client’s business.
5. Termination
This agreement shall terminate:
5.1 In the case of a fixed term agreement, if either of the parties gives to the other not less than three months’ prior notice in writing expiring not earlier than the expiry date of the fixed term or
5.2 In the case of an agreement other than for a fixed term or for a specific project, then either party may terminate by giving to the other not less than one month’s prior notice in writing.
5.3 Termination consequences
The Partnership shall be entitled to all Partnership fees and expenses incurred and invoiced up to the expiry or termination of this Agreement.
6. No solicitation
For a period of twelve months after expiry or termination of this Agreement, the Client undertakes that it will not (without the prior written consent of the Partnership) either solicit or employ directly or indirectly any employee or former employee of the Partnership who has at any time been engaged on the Client’s work or any firm or company of which such an employee becomes a Partner, Director, Agent or Employee during such period.
7. Miscellaneous
7.1 Warranty
Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so.
7.2 Force majeure
Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any
other cause beyond the reasonable control of the parties renders performance of the Agreement impossible whereupon:
7.2.1 all money due to either of the parties shall be paid immediately and
7.2.2 the Partnership shall cease to promote the Client and its business immediately.
7.3 Copyright
The Partnership shall retain ownership of all copyright in copy and artwork produced by the Partnership until payment of all invoices rendered under this Agreement, whereupon the copyright shall be assigned to the Client.
7.4 Risk
The Partnership shall accept no responsibility for loss of or damage occasioned to any property or materials belonging to the Client and made available to the Partnership for the purposes of publicity and/or demonstration and the risk shall at all times remain with the Client.
7.5 Severance
In the event that any provision of this Agreement or these Conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Client it may be severed from this Agreement or the remaining provisions of this Agreement shall remain in full force and effect unless the Client in the Client’s discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the Client shall be entitled to terminate this Agreement by 30 days’ notice to the Partnership and the provisions of Clause 6 shall apply accordingly.
7.6 Whole agreement
The Client acknowledges that these Terms and Conditions contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Partnership or its employees or agents.
7.7 Supersedes prior Terms and Conditions
This Agreement supersedes any prior Agreement between the parties whether written or oral and any such prior agreements are cancelled as at the date hereof but without prejudice to any rights which have already accrued to either of the parties.
7.8 Change of address
Each of the parties shall give notice to the other of change or acquisition of any address or telephone facsimile or similar number as soon as practicable and in any event within 48 hours of such change or acquisition.
7.9 Variation
No variation to this Agreement shall be effective unless it is made in writing by the Partnership.
August 2018
