All work carried out for you in relation to any part of
the project described within our proposal and any additional work that we undertake on your behalf will
be upon these terms to the exclusion of any other terms supplied by you. Instructing Pro 2 You to commence any work set out
within this proposal shall be acceptance of these terms.
If you require Pro 2 You to carry out any additional
work or to vary the proposal after the scope has been agreed, will only be carried out upon
acceptance of the terms detailed in our variation order.
Pro 2 You will undertake all work in accordance with the
agreed project delivery schedule and use reasonable endeavours to meet the
quoted delivery times that are good faith estimates based upon information made available at this time.
Unless otherwise agreed in writing, time will not be the
essence of our engagement.
We will expect you to provide access to all of your personnel and material that is required to enable us to deliver the project within the agreed parameters, and not hinder our ability to carry out the project. This is inclusive of the prompt approval or otherwise of material submitted to you for your approval.
Unless agreed otherwise, you will pay 50% of the overall
project fee prior to commencement of the project and we will invoice you monthly for the balance up to 90% of the project fee and any project variations and additional costs we are entitled to charge, with
the balance of 10% of the original project fee paid on completion. Completion will be reasonably determined
by Pro 2 You in the absence of your agreement that completion has occurred.
Our costs do not include the costs of printing, photography,
scanning, IRIS, laser proofs or cromalins which will be charged in addition.
Unless otherwise agreed between us, Pro 2 You is not responsible
for the production of editorial in regard to any of the project elements. Any editorial that is produced by request
will be invoiced at the hourly rate applicable at that time.
Our currently hourly rates for additional work are as follows:
Creative production per hour per team member £40.00 per hour
Project management Per hour per member £50.00 per hour
and copywriting £40.00 per hour
You must pay all Pro 2 You invoices without hesitation,
within 7 days of receipt. All costs within our proposal and any additional
costs are subject to payment of applicable VAT. We reserve the right to suspend all work in the event that any invoice is
not paid in accordance with our terms and to charge interest on a daily basis on the unpaid sum at the rate of 4 per cent
above the base rate of HSBC Bank plc from time to time.
You will retain all rights to the material that you provide for the purposes of carrying out the project. Where
the rights in the material are not owned by you, it is your responsibility to obtain a suitable licence and you will indemnify
Pro 2 You for any or damages which occur as a result of your failure to do so.
Pro 2 You will grant to you a royalty free, non-exclusive
perpetual licence of all copyright and materials which we develop for you in relation to the project. Where we provide third party materials, Pro 2 You will obtain a licence for you
that is sufficient for the purposes set out within the proposal.
You will, at our request, place the words Site Design by
Pro 2 You or any other words we agree on all printed and digital works produced
as part of the project.
Our liability to you for breach of contract, negligence
or misrepresentation (unless fraudulent) other than any which results in death or personal injury (which is unlimited) shall
be damages limited to the amount of our charges for the project excluding
third party costs. We will not be liable for loss of profit, goodwill, pure economic
loss or consequential loss, or for any loss arising from any of your actions or direct instructions to us.
Either of us may terminate this contract by giving not less
than one months notice in writing to the other or upon us giving notice to the other if that other is in breach of these terms
and fails to remedy that breach after being given not less than 14 days notice in writing to remedy that breach. We shall
be entitled to charge you for all costs incurred and work carried out up to the date of termination.
This agreement is subject to the laws of England and the Courts of England will deal with any dispute.
Pro 2 You
Design House, 10, Ryedale Way,
Mossley, Congleton, Cheshire. CW12 3SX.tel: 01260 - 290412 mob: 07796 – 444321 email: ap@Pro2You.co.uk fax: 01260 – 290902