Keep Your Fork Ltd: Standard Terms and Conditions
In these Terms and Conditions (Terms) the following words and phrases shall have the following meanings:
means the person/company (including their employees or agents) who purchases and/or received the Services from Us
means Keep Your Fork Ltd of 16 Violet Bank Road, Sheffield, S7 1RZ
means the Contract entered into between Keep Your Fork Ltd and the Client which incorporates these Terms and Conditions
means the Proposal provided by Us describing the Services we would provide to you detailing the estimated price to be paid and estimated timescales for delivery of the Services
Any project for the provision of Services which is described in a Proposal
Means the provision of ongoing Services for a fixed number of days/hours per month as detailed in the Proposal
2. The Contract
The Contract shall be on these Terms, incorporating the terms on any Proposal, to the exclusion of all other terms and conditions. If conflict arises between these Terms and the terms of the Proposal the terms of the Proposal shall prevail. The contract shall commence on the date the Booking Form is signed. If You have requested a one-off service the Contract will terminate on delivery of those services. If You have requested ongoing services on a Retainer basis the Contract unless stated otherwise in the Proposal shall be for a period of 12 months unless terminated in accordance with these Terms.
3. The Services
We will provide the Services in accordance with your Proposal. Unless otherwise specified in your Proposal, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by You and the cost of materials. You shall pay any additional charges which are incurred as a result of;
i)Additional work required or requested, including additional meetings, reviews, reports or any changes requested by You which are outside the scope of this Contract.
ii)Delays caused by You or Your 3rd party suppliers or matters outside Our reasonable control
We reserve the right to utilise the services of specialist third party suppliers to deliver elements of the Proposal. In such an event we will endeavour to inform you. We may extend or modify any delivery schedule as may be required by the circumstances and we will use Our reasonable endeavours to notify You before any extra charges are incurred. Any such additional charges will be at our current standard daily rate.
You are responsible for:
- Providing a detailed brief of the work required
- Providing Us with complete and accurate information, including without limit; information that is internal to the business or is specific to the industry in which you operate; any business plans, policy decisions or changes that affect the operations of the business; any other information that may possibly affect the delivery of the services.
- Adhering to any agreed media deadlines for authorisation of media releases with written authority to distribute approved media
- Ensuring the Health and Safety of our staff attending Your site.
We are responsible for:
- Delivering the services with all reasonable skill and care
- Informing you of the progress of the delivery of the Services and of any changes to schedule or price.
5. Customer Approvals and Satisfaction
We aim to deliver full customer satisfaction. To help us do this we ask that You check Our services at various stages of delivery, in particular We may ask You to review and approve a proof of any: press releases, articles, reports etc supplied as part of the services prior to their completion for media deadlines. You must ensure You do so thoroughly as once checked by you, You will be entirely responsible for the accuracy of the completed services. If mistakes are found that are a result of an error by Us made after any such proofs have been approved We will make arrangements for the replacement of the incorrect items where appropriate.
Please note We cannot be held responsible for any changes which may be made to the content of any article derived from the material by the media sources to whom We submit on Your behalf.
6. Fees and Payment
The price for the Services will be set out in your Proposal. Unless otherwise stated these exclude any third party costs or the costs of materials which are not yet known but will form part of the Services. Our standard day rates will include costs for routine stationery, telephone calls, emails, faxes and postage utilised during the provision of the Services, save where You approve separate charges for design, print, photographic and e-media commissions, or approved travel expenses at existing AA rate currently 45p per mile.
Fees will be discussed and reviewed annually.
If your Contract is for a one off service or for a course of training we require payment on booking and will issue you with an invoice immediately.
If your Proposal is for repeat or ongoing Services on a Retainer basis we will require payment monthly in arrears payable by standing order.
Invoices may be paid by the following methods;
Cheque made payable to Keep Your Fork Ltd
BACS, Standing Order or electronic transfer.
Where we have submitted drafts for Your approval You are requested to respond within 14 calendar days. After this time, if you have not contacted Us with Your requirements We reserve the right to invoice You the full amount quoted.
Any queries relating to an invoice must be received within 7 calendar days. If payment is in arrears we reserve the right to levy late payment charges on a daily basis at 8% above the then current Bank of England base rate.
6. Intellectual Property
Unless otherwise agreed in writing all intellectual property rights and proprietary rights, including, but not limited to, copyright, design rights and know-how in relating to any concepts, ideas , reports, designs or other materials, whether provided in a quotation, tender response, pitch or proposal or delivered as part of the Services and whether pre-existing prior to the commencement of the Contract or created during the term of the Contract, provided to You by Us, shall remain Our sole property or that of Our licensors. Information may only be used and/or reproduced solely within Your business and must contain a copyright notice in Our favour.
We shall grant You a non-transferable, non-exclusive licence to use any information produced under this Contract. You may not copy, sell, rent, lease or sub-licence the information to any other companies, entities or individuals. You may not make any amendments to the information without Our express written permission.
7. Confidential Information
Each party acknowledges that in connection with this contract it may receive certain confidential or proprietary technical and business information and materials of the other party. The parties undertake that except as provided below or as authorised in writing by the other party it will not at any time make use of, or disclose to any third party, any information which is disclosed to it and parties will procure that their representatives are placed under similar obligations.
Nothing in this clause shall prevent either party from disclosing to any third party, or using, any Confidential Information that is known to them before being so disclosed or obtained or is at the time of being so disclosed or obtained, or at any time thereafter through no fault of that party becomes public knowledge or is at any time after being so disclosed to the party otherwise than in breach of any obligation of confidentialities owed by that third party.
The parties will comply with the relevant Data Protection laws in storing and processing any personal information provided to them under this contract.
8. Changes and Cancellation
If You need to reschedule a meeting with Us we ask that you give us not less than 24 hours notice. Where you are unable to do so we reserve the right to charge a cancellation fee based on our Standard Daily Rate.
If during the term of the Contract You request additional Services or changes to Services to be provided by Us, You understand that additional costs may be incurred. We will use Our reasonable endeavours to notify you of the likely scale of such charges before any charges are incurred.
If You have requested ongoing services on a Retainer basis the Contract, unless stated otherwise in the Proposal, shall be for a period of 12 months from the date of booking. Where the contract is for services is on a Retainer basis and within the 12 month period either party may cancel this contract or any work requested under it by giving not less than 60 days written notice. In the event of a cancellation, We will be entitled to be paid for all work undertaken and reimbursed for all expenses incurred up to the date of termination. Due regard should be given to the lead in time from submitting Your media releases to Our media sources and the same media releases appearing publicly in the media.
Without prejudice to any other rights or remedies We may have, We may terminate this contract without liability to You immediately on giving notice if:
- You commit a material breach of any of the terms of the contract and (if such a breach is remediable) You fail to remedy that breach within 30 days of being notified of the breach, or
- the Client ceases or threatens to cease trading or a Receiver is appointed or is subject to an administration order, has a bankruptcy order made against it or goes into liquidation.
If the Agreement is terminated any monies owing become immediately due and payable.
Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from third party claims. Notwithstanding the above and save in the case of death or personal injury caused by negligence for which the liability of the parties shall be unlimited, the parties liability under this Contract shall be limited to the Fees charged or £1000 whichever is the lesser.
In respect of the services, We shall not be liable for any loss or damage incurred as a result of any act or omission by Yourselves or Your employees, agents, representatives or 3rd party suppliers or any persons for which You are at the relevant time are responsible, including but not limited to, failure to adhere to any element of advice or recommendation communicated, whether in writing or verbally. We will not be liable for any loss of any kind arising from Your use or inability to use the Service or from errors or deficiencies in any part of it whether caused by negligence or otherwise except as expressly provided herein.
10. Force Majeure
If either party is subjected to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event.
This Contract together with any accepted Proposal document represents the entire contract between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of Your documents or otherwise.
If any part of this contract is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this contract, which will otherwise remain in full force and effect.
These Terms shall remain in force until altered in writing and signed by both parties.
The failure by us at any time to enforce any one or more of these Terms and conditions shall not be a waiver of them or a waiver of the right to enforce such terms and conditions on a future occasion.
You may not assign this contract or any rights or obligations under it without Our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these terms of business shall apply to any future instructions given by You to Us.
These terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts. A person who is not a party to the contract shall have no rights under the contract pursuant to the Contracts (Rights of Third Parties) Act 1999.