Terms and conditions for the supply of services
These Conditions (as defined below) apply to all offers and quotations and the provision of all services (the “Services”) by Narratorial Limited (hereinafter referred to as “Shelley Routledge” “we”, “us” or “our”) to the party addressed to in the Engagement Letter (as defined below) (“you” or “Client”). These Conditions shall in all cases be exclusive of, and prevail over, all other terms and conditions and/or any other representations made for or on behalf of either party, written or oral, implied by trade, custom, or course of dealing, wherever appearing or however introduced, unless expressly otherwise agreed to by each party in writing.
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in England are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 4 (Charges and payment).
Client Material: the material provided by the Client in connection with Services.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.
Contract: the contract between us and the Client for the supply of Services in accordance with the Engagement Letter and these Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Client: the person or entity or organisation that we have engaged with in Engagement Letter.
Client Default: has the meaning set out in clause 3.2.
Engagement Letter: the engagement letter provided by us to the Client setting out the engagement between the Client and us and enclosing these Conditions.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off [or unfair competition], rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services: as defined in the Engagement Letter or such other services agreed to be provided between you and us in writing.
Narratorial Materials: has the meaning set out in clause 3.1(d).
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes fax and email.
- Supply of Services
- These Conditions as supplemented and/or amended by any relevant Engagement Letter, apply to each service we work on for you.
- Client’s obligations
- The Client shall:
- co-operate with us in all matters relating to the Services:
- provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
- keep all of our materials, reports, documents and other property (Narratorial Materials) at the Client’s premises in safe custody at its own risk, maintain the Narratorial Materials in good condition until returned to us, and not dispose of or use the Narratorial Materials other than in accordance with our written instructions or authorisation;
- If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
- without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays our performance of any of our obligations;
- we shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 2; and
- the Client shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.
- Charges and payment
- The Charges for the Services shall be calculated on a time and materials basis:
- the Charges shall be as set out in the Engagement Letter; and
- in addition, we shall shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
- All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to the Client, the Client shall, on receipt of a valid VAT invoice from the us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- If the Client fails to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 8, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual property rights
- We retain copyright and all other Intellectual Property Rights in all documents and other works we develop or generate for you in providing the Services (including know-how and working materials as well as final documents).
- We grant to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free irrevocable licence to the Deliverables (excluding the Client Material) for the purpose of receiving and using the Services and the Deliverables in its business or for the purpose explained to us at the time of entering into the Contract.
- The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 2.
- The Client grants Narratorial a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Material to us for the term of the Contract for the purpose of providing the Services to the Client.
- We reserve the exclusive right to use any copyright in the Deliverables in any field or industry outside that covered by the Services.
- The Client agrees that nothing in the Contract shall be taken to prevent Narratorial from using any expertise acquired or developed during the performance of the Services in the provision of services for other clients or on its own behalf provided that we shall continue to be subject to, and all such use shall be subject to, the terms of this clause 5 and the Confidentiality provision set forth in clause 4 below.
- Unless expressly agreed in writing and supported by a retainer fee, we do not work on an exclusive basis for any client.
- The Client shall indemnify us against any loss, damages, costs, expenses or other claims whatsoever or howsoever arising from any third party claim in connection to the Client Materials used by us in connection with the Service or which forms part of the Deliverable.
- We confirm that we shall use all reasonable endeavours to ensure that any information provided by Narratorial to be used by you will not infringe the copyright or other rights of any third party. However, it shall be the responsibility of the Client to take such steps as it may consider appropriate to investigate whether any work prepared, created or designed by Narratorial or its agents may infringe any rights of third parties and/or the applicable legislation of any relevant jurisdiction anywhere in the world. We shall co-operate with you in regard to any investigation into any of the above matters which you may wish to carry out, but we reserve the right in such case to charge additional fees according to the additional work undertaken
- Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- We will use reasonable skill and care in the provision of the Services. Where we make an assessment for you, either expressly or by implication, of the likely level of risk associated with different potential courses of action, you accept that such assessment is made relying only upon the information and documents then available to us and cannot, therefore, be definitive. Such an assessment should only be used as one element in the making of any practical or commercial decision. You accept that the magnitude or acceptability of a risk is a matter for you.
- Nothing in the Contract shall limit or exclude our liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
- Subject to clause 1, we shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
- Subject to clause 1, our total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to £50,000.
- The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- This clause 7 shall survive termination of the Contract.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
- Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to the Client if:
- the Client fails to pay any amount due under the Contract on the due date for payment;
- the Client’s financial position deteriorates to such an extent that in our opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
- the Client, its business or the Services requested would put Narratorial (in its absolute discretion) into disrepute;
- in Narratorial’s sole discretion, it believes that to continue to provide the Services to the Client would be illegal, immoral or a danger to the society and the public in general or in Narratorial’s reasonable belief, we or any of our employees or subcontractors, feel threatened or at risk of violence, injury or other danger to the physical, psychological or moral well-being;
- there is a change of Control of the Client.
- Without affecting any other right or remedy available to us, we may suspend the supply of Services under the Contract or any other contract between the Client and us if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 2(b) to clause 8.2(c), or we reasonably believe that the Client is about to become subject to any of them.
- Consequences of termination
- On termination of the Contract:
- the Client shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by the Client immediately on receipt;
- the Client shall return all of Narratorial’s Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, we may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- Complaints handling.
- We are committed to provide high quality service. If you are unhappy about any aspect of the service you have received or about the invoice, please contact us at [ ].
- You hereby undertake not to post any complaints or negative reviews on any social media platform.
- Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Assignment and other dealings.
- We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3(b).
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
- Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Engagement Letter;
- Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- Third party rights.
- Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.