Terms and Conditions of Service 

 

1. Agreement Overview

a. This Agreement represents a Service Level Agreement (the “Agreement”) between (1) Kingston Lafferty Design Limited (which, for the purposes of this Agreement, shall include CREATE by kld) (together the “Company”) and (2) (the “Customer”) for the provision of the CREATE by kld services (the “Services”) as agreed between the Company and the Customer on [21.10.16] (the “Agreed Date”).

b. This Agreement outlines the terms and conditions of the Services covered and as understood between the Company and the Customer.

2. Payment and Costs 

a. All invoices are issued in advance of the performance of the Services.  Payment of the invoice will be due immediately upon receipt and in advance of the Agreed Date.  No Services will be provided on the Agreed Date where the Customer has not paid in full. 

b. All costs are exclusive of VAT and such VAT will be applied at the current rate (if applicable). 

c. Any other items of outlay or expenditure accrued on the Customer’s behalf by the Company in the provision the Services outlined in this Agreement may be included as part of any invoice due including postage, printing, accommodation, mileage and couriers, if and where they are used. In the event they are accrued, they will be clearly specified and accounted for in the invoice for payment, as part of any fees due under the terms of this agreement. 

3. Parties Obligations 

a. We shall exercise reasonable skill, care and diligence in the performance of the Services. In the event that request a variation to the Services we shall notify you as soon as is reasonably practicable of the impact of such variation on the cost and programme of the Services. We shall require confirmation from you of acceptance of any costs associated with the variation, prior to commencement of provision of our consultancy with regard to the variation to the Services.   

b. You shall supply us with all relevant data and information available to you in relation to the Services and shall give such assistance, decisions and access as may be reasonably required by and in sufficient time to enable the performance of the Services on the Agreed Date. 

 

4. Insurance and Liability

a. We shall maintain professional indemnity insurance for an amount no less than that described in Clause 4(b) below, provided always that such insurance remains available in the market on commercially reasonable rates and terms.

b. Our liability under or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the amount of fees received by us in cleared funds for the Services provided always that nothing in this Agreement shall exclude or limit our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.

c. In the event that any claims, demands or proceedings are advanced by any person against us under or in connection with this Agreement which result in us paying any amount in excess of the limit of our liability described in Clause 4(b), you shall indemnify and hold us harmless in respect of any and all amounts in excess of the limit of liability.

d. The Company’s only liability under the terms of this Agreement is to provide the Services on the Agreed Date.  The Company shall have no obligation to provide any further services or support to the Customer after the Agreed Date.  In the event that the Customer requires such further services, the Customer will be charged an hourly rate of €120 excluding VAT.

5. Copyright

a. Copyright in all materials of any nature prepared by us for you, including but not limited to, all concepts, ideas, drawings, know-how, designs or documents (the “Intellectual Property”) is and will at all times remain, the sole and exclusive property of the Company and shall remain vested in us at all times.  Any unauthorised use, including but not limited to the reproduction, disclosure, distribution or display of the Intellectual Property is strictly prohibited, unless our prior written consent is obtained.  You are hereby granted a licence to use the Intellectual Property solely for the purposes for which it was prepared by us which purpose is determined by us in our absolute discretion, subject always to us having received full payment for the Services in accordance with this Agreement.

b. The Company bears no responsibility for the final result of any works carried out by the Customer following the provision of the Services.  Consequently, the Company shall not be credited with the final result of any work carried out whatsoever by the Customer, and the Company shall be entitled to have any such reference to the Company removed on social media or any other forum as the Company shall determine in its absolute discretion.

6. Disclaimer

All materials and products are recommended without any warranties of any kind, whether express or implied.  The Company shall bear no responsibility whatsoever for any of the products mentioned including but not limited to, their availability, suitability and colour.  The Company further takes no responsibility whatsoever for any of the suppliers mentioned.  Any products purchased or suppliers engaged are done so at the sole risk of the Customer.

7. Termination

a. Either party may by written notice terminate this Agreement immediately if the other party has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or enters into liquidation (whether voluntary or compulsory) or if any proceedings are commenced relating to its insolvency or possible insolvency.

b. Either party may by written notice terminate this Agreement if the other substantially fails to perform its obligations under this Agreement, provided that the terminating party has first given the other party not less than fourteen (14) days written notice served by recorded delivery to the other specifying the default and referring to this Clause and the default has not been remedied prior to termination taking place.

c. In the event that the Customer cancels the Services 5 business days prior to the Agreed Date, the Customer will be liable for 50% cancelation charge of the fees and the Company will refund the remaining 50% of the fees paid.  Where the Customer cancels 2 business days in advance of the Agreed Date, the fees are non-refundable.  If the Services on the Agreed Date are cancelled by the Company, the Customer shall be entitled to a full refund or to reschedule.

8. Third Party Rights

This Agreement is personal to you and non-assignable. This Agreement shall not confer and shall not purport to confer on any third party any benefit or any right to enforce any term of this Agreement. The provision of collateral warranties to third parties is excluded. 

 

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and is subject to the laws of the Republic of Ireland and both parties hereby irrevocably submit to the exclusive jurisdiction of the Irish Courts.

10. Entire Agreement

This Agreement represents the entire agreement and understanding between the parties relating to the subject matter of this Agreement. You acknowledge that you have had an opportunity to negotiate the terms and conditions of this Agreement prior to the commencement of the Services.