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Terms and conditions: Sorted Communications

Between the Client

(“you”)

and Sorted Communications Limited, a limited company, registered in England and Wales under number 08404654 with its registered office at 4 Cedar Grove, Neston, Cheshire CH64 9PX.

(“Sorted Communications” “us” “we”)

How we work

We will always do our best to fulfil your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know who should do what and what happens if things go wrong.

As our client, you have the power and ability to enter into this contract on behalf of your company or organisation.

You agree to provide us with everything that we need to complete the project in a timely manner including words, text, images, names, contact details and other information as and when we need it. You agree to review our work and provide feedback and sign-off approval in a timely manner. Deadlines work two ways, and you will also be required to work to any dates that we set together. If interim deadlines are missed, then the final deadline for work can be affected adversely. If you are late in submitting responses to our requests for information, material or approval, then the final completion date may be moved back on a day-for-day basis unless rescheduled by mutual agreement.

When you contract with us to do work for you, you acknowledge that we may engage other competent professionals to help us to deliver the Assignment. In such cases, we will make arrangements for the services or goods to be provided to you by one of our trusted preferred suppliers and you will enter into any contract with such suppliers directly and agree to their respective terms and conditions.

Definitions

1. The Assignment

1.1       The type of Assignment and its specifics are set out in the proposal document attached (“Proposal”).

EITHER The Assignment will be project based and we will provide a fixed price for the project, with invoices to be issued at specific stages as outlined in the Proposal

OR the Assignment may consist of an hourly service provided via a package of hours which you purchase in advance. Such hours of services can be used by you thereafter as you require before an expiry date as outlined in the Proposal.

You provided a brief to us. The brief may have been in writing or verbal, and from that brief we have proposed the communications support which is set out in the Proposal. Any clarification, amendments or changes to the brief, the Proposal, or the work requested by you subsequently may lead to additional charges.

2.  Price and payment

2.1       The Price for the Assignment is set out in the Proposal (“Price”). VAT will be added at the prevailing rate. The Price excludes any expenses that will be incurred by Sorted Communications and these will be agreed with you in writing in advance of incurring them.

Where the Assignment is project based and the Price provided is a fixed price, it includes up to two revisions of the work produced for the Assignment, unless stated otherwise in the Proposal. Any additional revisions or extra work will incur additional charges at a rate of £95.00 per hour.

Where the Assignment is a package of hours, any work produced for the Assignment may be revised as requested (without limitation, save as set out in the Proposal) but only by using further hours within the package of hours purchased.

The Price (whether paid by instalments or otherwise) plus any expenses shall be the Fees (“Fees”).

2.2       The Price is paid on invoice, in pounds sterling, as the Assignment progresses in one of the following ways:

Either

2.2.2    For project-based Assignments: The Price and stages are as set out in the Proposal and you pay for our work once each stage is completed. You will pay the final balance of Fees to us at the end of the Assignment.

Or

2.2.3    For package of hours Assignments: We shall provide a Price for a package which includes a fixed amount of time as set out in the Proposal, and shall invoice you on acceptance of the Proposal and in advance of the work for the number of hours agreed in the selected package. The hours credit can then be used by you within the period set out in the Proposal.

2.3      Our packages of hours are valid for a fixed amount of time as set out in the Proposal. At the end of this period, any hours remaining unused may be rolled over to the next month up to a maximum of one year from the package start date. Once the package validity has expired, hours rolled over are subject to a 10% deduction each month.

2.4      The start date of the validity period of any package of hours is the date the invoice is raised for the package.

2.5       For project-based Assignments, Work shall be deemed to be completed and a final invoice will be issued if no Client feedback is received for 14 days from submission of any draft or proof (unless otherwise agreed in advance).

3. Cancellation of agreement

3.1       The Assignment can be cancelled by either party in writing subject to the matters set out in clause 3.

3.2       3.2.1    The Assignment may be terminated by Sorted Communications immediately if:

(a)        Payment of the Fees is not made in accordance with these terms, or

(b)        You commit a material breach of any of these terms and fail to remedy the breach within 14 days of being notified in writing, or

(c)        You fail to give any instructions or have no communication with Sorted Communications for a period of 14 days without prior written agreement, or

(d)        You make any statement or behave in any way that is discriminatory, or

(e)        You enter into any form of insolvency arrangement or suspend your business.

Upon termination you shall immediately pay any outstanding Fees for work already delivered to Sorted Communications.

3.2.2    If Sorted Communications terminates the Assignment other than in accordance with clause 3.2.1 above, reasonable notice will be given and the Fees paid for goods or services already rendered will not be refundable, and any work done to the date of cancellation shall be paid for by you, but no further sum or compensation will be payable to you by Sorted Communications arising from such cancellation.

3.3       Cancellation by the Client:

3.3.1    For project-based Assignments: If you cancel the Assignment at any time after entering into this agreement, the Fees already paid are forfeited and we shall also be entitled to be paid in full for all Fees for work undertaken but not yet invoiced at the time of cancellation, including any expenses that we cannot reasonably cancel, or that we have already incurred a liability to pay.

3.3.2    For package of hours Assignments: You may cancel the Assignment at any time, but no refunds of any sort will be paid for Fees invoiced and/or paid, whether or not those services have been delivered to you in part or in full.

4. Copyright and content

4.1       You guarantee to us that if you provide us with any elements of words, text, graphics, photos, designs, trademarks, or other artwork for inclusion in the Assignment, either you own them, or you have permission to use them.

4.2       It is your sole responsibility to ensure that any copy or materials that you provide to us for use in the services undertaken, or that we provide to you as part of our services are factually and/or technically correct, and you must check carefully for factual and technical accuracy. No liability is accepted by us for any published factual or technical errors after you have signed off any work that we provide to you under the Assignment.

4.3       You agree to indemnify us for any expenses or costs incurred by us as a result of factual or technical errors that you did not identify and bring to our attention before publication.

4.4       When we receive your final payment of the Fees, copyright, and any other intellectual property rights in the work are automatically fully assigned to you. You then own the work created by us for this Assignment.

4.5       It is your responsibility to store any digital files or images we provide as part of the Assignment safely as we will not keep copies nor provide any native source files that we used in making them.

5. General terms and conditions

5.1       Instructions by you to proceed, or to undertake any part or all of the Assignment, and/or any amendment of copy we have sent to you for approval as part of the Assignment, will constitute an acceptance in full of these Terms and Conditions.

5.2       The services shall terminate when they are completed, and all payments have been made in full. Variations to the services may only be agreed in writing and may result in variations to the Fees.

5.3       Sorted Communications shall use reasonable endeavours to meet any performance dates, but such dates shall be estimates only, and time is not the essence of the contract.

5.4       The Fees will be paid after invoices rendered. VAT is applicable. Payment terms are 30 days, and payment is not deemed to have been made until the Fees have been paid in full. If payment is not made in full and within time the services may be suspended and payment in advance may be required before the services are re-commenced. Sorted Communications reserves the right to require all Fees to be paid in advance of the commencement of the services where applicable and agreed in writing.

5.5       If payment is not made in accordance with the above clauses, Sorted Communications reserves the right to charge a one-off administration fee of £50 to administer late payment and additionally interest compensation and costs where applicable, at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from the date payment was due until the date payment is made.

5.6       Each party will keep the confidential information of the other party and any third party confidential and secret, and only use it for the purposes of supplying the services or making proper use of the services. From time to time, we may be engaged on work for other businesses in similar or related markets and will not undertake other projects if that would give rise to a material conflict of interest. Each party recognises and accepts its obligations with regard to the control and the processing of personal data under the current data protection legislation and regulations. For more information on this, please see our Privacy Notice on our website at www.sortedcomms.co.uk/privacy-policy.

5.7       Sorted Communications will use reasonable care and skill in performing the services. In respect of any other direct losses (in Contract or Tort) the total liability of Sorted Communications will not exceed £250,000.00 (two hundred and fifty thousand pounds).

5.8       Sorted Communications’ liability in respect of any loss of goodwill, loss of business, loss of profits, loss of anticipated savings, loss of use or for any other consequential, special or indirect loss or damage will be NIL.

5.9       Nothing in these Terms will exclude or limit liability for death or serious injury caused by Sorted Communications’ negligence.

5.10     If Sorted Communications is limited or hindered from providing services booked by the Client due to circumstances beyond its control e.g. Government intervention, Acts of God, civil disturbance, war, national or local disaster, strikes, labour disputes, epidemic or pandemic, then the liability of Sorted Communications to the Client shall not exceed the amount paid by the Client for the services. Sorted Communications shall be entitled to be paid for all services delivered to the Client up to that point and shall not be liable for any additional losses incurred by the Client in such circumstances.

5.11     Nothing in these terms is intended to create a partnership or joint venture between Sorted Communications and you, and no party has the right to act as agent for the other or to bind the other party in any way.

5.12     These terms and any dispute arising from them shall be governed by the laws of England and Wales.

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