1. Basis of Agreement
1.1 Any agreement (‘Agreement’) by BluSky Marketing to supply Services (‘Services’) to the Client, unless otherwise agreed in writing by a director of BluSky Marketing and the Client, will include and comprise only these Terms and Conditions of Business.
2.1 The Client will pay to BluSky Marketing the price (‘Price’) for the Services specified in any Agreement together with all third party expenses and disbursements incurred or paid by BluSky Marketing in the performance of the Services at net cost plus 10% within 14 days of invoice, or such parts thereof as BluSky Marketing may progressively invoice.
2.2 BluSky Marketing may at any time prior to invoice in its sole discretion increase the Price including to reflect:
(a) any alteration in or addition to the Services;
(b) any interruptions or delays caused by any inadequate instructions of the Client; or
(c) any additional or overtime work arising from causes for which BluSky Marketing is not directly responsible.
2.3 The Price does not include VAT and when that tax becomes payable the Price will be adjusted to include the amount of that tax.
3.1 Any dates and times provided by BluSky Marketing for completing any stage or process forming part of the Services are estimates only. Time will not be of the essence in relation to the performance of the Services.
3.2 BluSky Marketing may suspend performance of its obligations under this Agreement if it reasonably believes that the Client will not make payment of any sum in accordance with the Agreement.
4. Moral Rights
4.1 The Client will:
(a) accredit BluSky Marketing as the originator of the concepts in such manner as BluSky Marketing may require; and
(b) not alter the concepts in any manner without the prior written consent of BluSky Marketing.
4.2 Upon publication of the concepts BluSky Marketing may publicly claim accreditation and issue photographs and other material containing the concepts for promotion of its Services.
5.1 BluSky Marketing may terminate this Agreement immediately without affecting its accrued rights by written notice to the Client if:
(a) the Client fails to remedy any breach by it of this Agreement within 10 days of BluSky Marketing notice to do so; or
(b) BluSky Marketing learns or believes upon reasonable grounds that the Client is or is about to become insolvent or unable to pay the Price or the Expenses in accordance with the Agreement or a receiver, administrator, liquidator or similar officer is appointed over or in respect of the Client or any of its assets or any distress or execution is levied against any of the Client’s assets.
5.2 On termination of this Agreement for any reasons:
(a) BluSky Marketing will be discharged from any further liability to perform the Agreement;
(b) the Client will immediately pay BluSky Marketing for all Services provided by BluSky Marketing prior to termination.
6. Limitation of liability
6.1 The Client is responsible to ensure immediately on receipt and in any event prior to production or other use that all artwork, concepts, proposals, samples, prototypes, models and other materials or data in whatever form supplied or proposed by BluSky Marketing is satisfactory in every respect for the Client’s purposes.
6.2 To the extent permitted by law, all conditions and warranties concerning the Services (whether as to quality, outcome, fitness, care, skill or otherwise) expressed or implied by statute, common law, equity, trade, custom or usage or otherwise are expressly excluded. BluSky Marketing liability for breach of any warranty or express or implied condition of this Agreement, to the extent permitted by law, will be limited, at the option of BluSky, to
(i) the supplying of the Services again; or
(ii) the payment of the cost of having the Services supplied again.
7.1. BluSky Marketing will not be liable in any way for any loss, damage or delay arising as a result of any event or circumstances beyond its reasonable control.
7.2 The Client will indemnify BluSky Marketing against all reasonable fees, costs and other expenses (including without limitation all legal costs) incurred by BluSky Marketing in enforcing these conditions.
7.3 These conditions and all other terms of the contract will be governed and construed in accordance with the laws of the courts of England and Wales and the parties submit to the non-exclusive jurisdiction of the English and Welsh courts of law.
7.4 If any provision of these terms and conditions is held to be invalid, unenforceable, illegal or void for any reason, these terms and conditions will remain otherwise in full force apart from such provision which will be deemed to be deleted