1. Standard Terms
1.1 These terms are the standard terms of trading of MarkB Limited (MB) and they shall apply to the provision of all services provided by the company, unless otherwise amended in writing.
1.2 These terms shall continue to apply to all services provided by MB under any subsequent contract until expressly excluded in writing.
2. Charges & Payments
2.1 Unless varied in a Proposal document, MB’s standard payment terms are: a fixed fee agreed up-front, 50% payment up-front; with the final 50% payable once the customer is happy that MB have delivered what was agreed.
2.2 All expenses will be agreed in advance.
2.3 For overdue payments, interest will be charged as allowed under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 with a minimum rate of 10%.
2.4 During any period in which payments are overdue, the obligations of MB may be suspended.
3.1 A money back guarantee applies to all work. MI’s standard payment terms, as set out in 2.1 above, allow the retention of up to 50% of the fixed fee if, at the customer’s sole discretion, they are not happy that MI have delivered what was originally promised.
4.1 MB undertakes not to divulge any confidential information relating to the business or the affairs of the Client, other than to sub-contractors who have signed an appropriate Non Disclosure Agreement, or others where the client has expressly consented, or implied consent.
5.1 MB shall not be liable for loss or damage to the Client’s property unless due to negligence, other failure to perform agreed obligations, or the general law.
5.2 MB will have no liability to the Client for any indirect, special, or consequential loss.
5.3 The total liabilities that may arise will not exceed the value of any contract between MB and the Client.
The following obligations are conditions of this agreement and any breach of them shall entitle the party not in breach to terminate the agreement by immediate written notice.
6.1 Failure to meet the Payment Terms.
6.2 Failure to remedy a breach of any obligation notified in writing within reasonable time.
7. Recruitment of MB Staff
7.1 The Client undertakes not to recruit, or help others to recruit, employees of MB.
7.2 If the client is in breach of 7.1 above they will be liable to pay liquidated damages, set at 33% of the annualised salary of the person concerned.
8. MB’s Outputs, Material and Information
8.1 MB will own all intellectual property in any documents provided to the Client for any purpose.
8.2 The Client undertakes to keep all such documents confidential to itself and its employees unless specifically authorised by MB to distribute them further.
8.3 The Client is licensed to use the material solely for the purpose covered by the contract with MB.
9. Force Majeure
9.1 Both parties will be freed from their respective obligations in the event of an occurrence that a court might consider to be beyond the reasonable control of the parties.
10.1 This agreement will be governed by English law.
11.1 Failure to enforce this agreement shall not be a waiver of any rights.
12. Assignment or Subcontracting
12.1 MB shall be entitled to subcontract any of its rights or duties under this agreement.
13.1 Both parties warrant their power to enter into the agreement.
13.2 Both parties recognise this as a whole agreement and they are not relying on any independent representations.
13.3 Notice shall be served by recorded Delivery, within 3 days of a material breach.
13.4 It is understood that a “Joint and Several” clause, as normally understood in English law, applies.