|
Bluebird Sales and
Marketing Limited - Terms of Business
These conditions shall govern any assignment for the supply of
products and/or services (including the provision of facilities
and advice) by Bluebird Sales and Marketing (“Bluebird”) to any
person, firm or company (“the client”) except to the extent that
they conflict with any accompanying proposal or letter in which
case the proposal shall prevail.
Representation by Client
2 In
fulfilling the assignment, Bluebird shall be entitled to rely on
the following:
that the client’s staff (and others over whom the client may
have control) shall fully co-operate with Bluebird;
that information supplied by the client will be accurate and
complete, and
that the client has authority to commission the assignment; and
the client shall indemnify Bluebird against any loss arising
from any claim that Bluebird’s activities in the course of the
assignment carried out on the instruction of the client infringe
any third parties’ intellectual property or other rights.
Proposals
All proposals or letters submitted to the client are valid for
acceptance for a period of six weeks from the date thereof or
until such time as Bluebird gives notice in writing of its
withdrawal of the proposal or letter whichever the earlier.
Delivery
In cases where packaged software or other material product is
purchased, Bluebird Sales and Marketing will quote its best
delivery date at the time of order placement in good faith.
Where it is subsequently not possible to deliver the goods by
the quoted date, Bluebird Sales and Marketing will contact the
customer as soon as is practically possible upon receipt of the
order or at the earliest opportunity upon becoming aware that
delivery dates are under threat. A new delivery date will be
offered and if this is not acceptable to the customer, a full
refund will be offered.
Quotation
Quotations for professional fees are valid for six week from the
date of the related quotation or proposal and subject to these
conditions are firm for services provided prior to the first
anniversary of that date.
Charges
In addition to quoted professional fees, Bluebird shall charge:
for the use of special equipment in the course of the assignment
at Bluebird’s standard rate, and
for goods, services and facilities acquired specifically for the
assignment, and
for its consultants’ reasonable travelling and subsistence
expenses upon reasonable proof.
Payment Terms
Professional services fees shall be invoiced on completion or as
agreed between Bluebird and the client. Expenses and other
charges shall be invoiced weekly as incurred. Payment of these
invoices shall be due within 14 days of issue and in the
currency stated in the accompanying proposal or letter. Product
supply including software will be invoiced upon order placement
and payment will be due immediately (prior to delivery of the
goods). Interest may be charged on all overdue invoices at a
rate of 2% per month. Title shall not pass in any property,
equipment or goods to be supplied to the client until payment
for them has been made in full. All packaged software orders are
none-refundable.
Confidentiality
8 During the course of the
assignment, Bluebird and the client may exchange information
which is of a secret or confidential nature and which is neither
already known to the recipient nor in the public domain either
at the time of disclosure or subsequently through no fault of
the recipient. The recipient shall use its best endeavour to
keep such information secret and to that end shall not, without
the specific prior written consent of the other, permit that
information:
a to be disclosed except to those
who may need to have such information in connection with the
assignment
b to be copied
c to be commercially exploited in
any way, or
d to pass outside the receiving
party’s control.
9 To protect the confidentiality
of all Bluebird’s clients access to Bluebird work areas shall
not be given to any client or third parties except by special
arrangement with Bluebird and subject to any standard procedures
on security.
10 Except with Bluebird’s express
prior written consent, clients shall not publish any reports
that Bluebird may deliver to them during the course of the
assignment nor make known to third parties the contents thereof
or the fact that Bluebird has undertaken the assignment.
Bluebird shall (with the permission of the client, which shall
not unreasonably be withheld) be at liberty to disclose the
client’s name and basic details of the project or assignment in
its marketing collateral to the extent that the security of the
client’s secret or confidential information is not thereby
prejudiced.
Risk and Insurance
Where either
Bluebird or the client provides the other with any equipment or
other goods in the course of the assignment, the recipient shall
operate that equipment or use such goods in strict accordance
with such instructions (particularly in regard to health and
safety) as the supplying party may make available.
Save where
Bluebird’s negligence results in personal injury or death (for
which Bluebird shall be liable), Bluebird shall provide its
services at the client’s sole risk.
Quality of Service
Bluebird shall
aim cost-effectively to provide products and services that best
address the intent of the assignment in our view, and all the
forecasts in terms of return on any investment and timescales
and recommendations shall be made in good faith. However:
a
as Bluebird has no control over the implementation of its
recommendations or advice, Bluebird
cannot accept any liability for losses, whether consequential or
otherwise, which may arise from such
implementation; and
b
in view of the development nature of many assignments, Bluebird
cannot give any warranties (i) as to
the times of completion of any product development assignment,
nor (ii) that the client can freely implement Bluebird’s
recommendations or advice without
infringing any third parties’ patent or other intellectual
property rights, nor (iii)
that any
forecast or projection given with respect to the results of a
development assignment can be
achieved.
c
although Bluebird will make every
effort to ensure that development work meets with
the client’s specifications; the client will have the
sole responsibility for checking that
work is produced in accordance with their specifications and
instructions. Bluebird accepts no
responsibility for errors or omissions made during composition,
nor for any expenses or losses
incurred as a result of any such errors or omissions. No
allowances will be given for such matters.
d
any concerns or queries arising from products supplied by or
services undertaken by Bluebird must
be reported within seven days of publication of any web based
solution or implementation of any
software or delivery or distribution of any marketing media.
In accordance with our ethos we are a company of high
integrity and operate as such with
honesty and transparent openness. Any such issues will be given
our full attention and addressed as
soon as practically possible.
e
Where Bluebird is asked to supply packaged software as a
reseller on behalf of a software
producer, no warranty is provided that the software will meet
any requirements of the client unless
written confirmation (specific to the requirement) is
provided to the
client by Bluebird prior to placement of the order. Clients must
fully satisfy themselves that the
packaged software product is suitable for their needs prior
to entering into a contract with Bluebird.
Bluebird does not
represent itself as a supplier of those services usually
provided by lawyers, patent agents and insurance brokers or
other professional advisors; and Bluebird respectfully
recommends that clients seek advice from their own advisors
where appropriate before implementing any of Bluebird’s
recommendations or advice.
Deviations
All deviations
from the scope of the original specifications will incur extra
costs which are charged at hourly rate plus materials used
during course of production. A charge may be made on every
subsequent alteration; addition or amendment made by the client
after the work has been produced. When style, type or layout is
left at the discretion of Bluebird, changes there from made by
the client shall be charged accordingly.
Intellectual
Property Rights
16 Any copyright, design rights,
patents or other intellectual property rights which may have
been developed or created by Bluebird or its suppliers prior to
or in the course of the assignment shall belong to Bluebird or
its suppliers unless otherwise agreed in writing between the
parties.
17 Nothing in these conditions
shall restrict Bluebird from dealing with intellectual property
whether developed in the course of the assignment or otherwise
in such manner as it may see fit provided that the security of
the client’s secret or confidential information is not thereby
prejudiced.
18 The client shall not be
entitled to any right or licence in any intellectual property in
which Bluebird or its suppliers has a proprietary interest
unless the grant of that right or non-exclusive licence to use
any materials in the course of its own business has been
formalised in a deed or in a document executed on behalf of
Bluebird by one of its directors.
19 Clients will be made aware of
the use of stock imagery or photography during the creation of
corporate identities or designs in association with such work;
however, Bluebird will not be held liable for any loss or claim
against any work produced from original concepts from any third
party for defamation or association, trade mark or Copyright.
Registration for such works relies solely upon the client.
Recruitment of
Staff
20 During the year following
completion of the assignment, the client shall not itself engage
as an employee or consultant any of Bluebird’s staff or
consultants nor shall the client encourage others so to do.
Termination
Bluebird shall be
entitled to terminate any assignment immediately in the event of
non-payment by the client of any sum when due to Bluebird or the
liquidation, receivership or other insolvency of the client.
Law
Any contract
between Bluebird and the client and these terms and conditions
shall be governed by and construed in accordance with English
law.
|
