Terms and conditions for Marketing Services. Issue No 7
Hamilton House Mailings Ltd, Earlstrees Ct., Earlstrees Rd., Corby, Northants NN17 4HH
Phone 01536 399 000. Fax 01536 399 012. Email email@example.com
If you (“the customer”) would like Hamilton House Mailings Ltd (“Hamilton”) to provide a continuous marketing advisory and implementation service for your company (“the service)” please read the following terms and conditions, sign the form below, and fax the form back to Hamilton House Mailings Ltd on 01536 399 012.
If you are unable to fax, please email as above with the following text. (NB this text must not be varied, and your name and company name and address must be given at the end of the email).
“I have today [insert date] read the terms and conditions for Marketing Services issue number 7 of Hamilton House Mailings Ltd relating to the promotion of this company, and wish Hamilton House to proceed to undertake this service as discussed in accordance with these terms and conditions and the accompanying “details of service” document for the cost of £495 per month.
- Hamilton will respond to requests for guidance and information on all aspects of marketing for the customer’s company with due diligence and in reasonable time, at all times during the working week.
- Hamilton will analyse the customer’s wishes and produce schemes of marketing for the customer’s approval. Hamilton will also advise on the cost of undertaking the work suggested, but it will be up to the customer to decide if he wishes to proceed with any particular project that is proposed by Hamilton.
- Hamilton will produce and/or email out an agreed number of marketing items or devise an alternative marketing approach per calendar month and submit them for approval
- No later than the 20th day of each month Hamilton requires information on which email lists of Hamilton the customer wishes to use. If this information is provided or is changed after the 20th of the month, Hamilton may not be able to provide e-mailings to the list the customer requests. In such a case Hamilton will endeavour to offer alternative lists and services, but where this is not possible or where the alternatives do not meet the customer's requirements no refund in the fee will be given. Where a change to the agreed mailings is made after the 20th of the month Hamilton reserve the right to charge a "change fee" of £50. However this will not be applied without informing the client at the time of the change request being received that implementation of the change will be subject to the fee.
- In particular subject to the agreed limit established at the start of the contract Hamilton will with the client’s go-ahead undertake on line research, write copy, analyse copy, write web pages, and despatch advertisements via email, without extra charge, during the period of the contract. Hamilton will endeavour to meet all reasonable requests within these areas. Design work, postal mailings, and other forms of advertising are excluded from the contract and will be charged extra.
- The ideas, style and approach that Hamilton will adopt will be those appropriate to selling into the market that the customer has defined.
- Where the customer asks Hamilton to create materials for marketing purposes the copyright of the work remains with Hamilton until such work is paid for either via an individual invoice, or as part of the monthly fee, as appropriate. The customer agrees only to use the work for his own business and not to use nor to permit to be used the work as presented, or in any modified form, with any other business or organisation without specific written permission of Hamilton.
- Hamilton will issue an invoice each month for the monthly fee and this invoice to be paid within 30 days of issue date. The service can be cancelled with one month’s notice at any time issued by either side in writing. Each side agrees to acknowledge such termination in writing within one week of receipt. As Hamilton will constantly be working on future promotion ideas for the customer time is of the essence with the 30 days notice. Other work undertaken (such as design, the provision of mailing lists, the setting up of databases, and mailing of materials) will be invoiced individually.
- If on occasion the customer does not wish Hamilton to proceed with any or all of its work during a monthly period Hamilton will continue to present ideas to the customer so that these may be used at a future date, and so that these may inform debate on further advertising options. The customer will recognise that Hamilton still has its staff in place with time allocated to undertake the customer’s work, and therefore Hamilton will continue to charge its monthly fee to the customer. However where the customer is not taking up its full entitlement to work as established within the contract this may be carried over as additional work without extra fee in subsequent months. For clarity and by way of example, if Hamilton agrees to write and despatch 3 emails in a month and the customer asks for this not to happen for a period of time, then these emails can be prepared and sent at any stage in the future, so long as the customer is still paying the monthly fee at that time. It may not be possible nor advisable to send out 6 emails the following month however and so the exact time when promotions will take place will be a matter for discussion. If the customer stops being part of the Velocity scheme however these additional activities will be forfeit.
- Hamilton will use all due care to create a work which meets the customer’s needs. However the customer must recognise that Hamilton may not possess complete information on everything that the customer’s competitors are doing, and nor does it have technical information about the product or service being sold. Hamilton does not guarantee that the customer will gain any specific results from the marketing, and will not be responsible for any direct or consequential losses, claims or damages of any kind that result from the company following Hamilton’s ideas and suggestions. The customer naturally retains the option to change, amend or reject any of the ideas and suggestions that Hamilton puts forward.
- Should any claim be made at any time against Hamilton by the customer Hamilton’s liability will always be limited to the value of the invoice issued by Hamilton in respects of creating that specific item of work – or a maximum of one month’s invoiced fee if the claim is in relation to the delivery of the service by Hamilton.
- It is in the nature of its creative and marketing activities that Hamilton staff accept on good faith any claims or suggestions made or implied by its customers either in writing or during conservations with Hamilton directors and staff. Hamilton therefore does not submit the works it creates or the ideas it proposes for its customers to the Advertising Standards Authority or other bodies and does not have its work checked by solicitors or other professionals prior to submissions unless the client specifically asks. The Customer should therefore always check that all explicit and implied claims made within the work submitted by Hamilton are true and can be verified should this ever be required. Hamilton will not be liable for any loss or claim arising as a result of matter included within the work submitted to the customer.
- As part of this contract Hamilton undertakes to answer enquiries and questions from the customer on matters relating to education and the customer’s products and services. Hamilton cannot guarantee to be able to answer each and every question that is asked but will use its best endeavours to gain information and advice as fast as possible during office hours through the working year.
- Hamilton’s offices are open 9am to 5pm Monday to Friday except bank holidays, and the period between December 24th and January 2nd inclusive.
- The customer shall not be entitled to make any deduction from any payment due to Hamilton in respect of any set-off or counter-claim. Hamilton reserves the right to correct prices and invoices where typographical, clerical or other errors have been made in the Confirmation of Order or in any invoice. If the customer fails to pay any sum due to Hamilton under the Contract within 70 days of the invoice date, Hamilton reserves the right to charge interest on the outstanding amount at a rate of either 3% per month or £25 per week, whichever is the greater, for each week or part of a week from the date of invoice until the date payment is received. Hamilton will write to the customer to remind the customer of this potential charge and will invoice for the charge once the original invoice is paid, or in the event of the matter going to court, will add it to the sum claimed in court.
- If any data is supplied to the customer on computer disc Hamilton will check the disc prior to despatch for computer viruses. However, no warranty can be given that any computer disc supplied is free from computer virus and Hamilton will not accept any liability whatsoever for any loss or damage caused by a computer virus. The customer must always check any discs supplied himself to ensure that they are free from computer viruses.
- Hamilton shall not be liable for any failure or delay in the provision of the Services caused by Force Majeure provided that, as soon as Hamilton is aware of any such delay or failure, it gives written notice to the customer explaining the nature of the Force Majeure, how long it is anticipated to last and when normal service will be resumed. If the Force Majeure persists or is, in the opinion of Hamilton, likely to persist for a period longer than one month, Hamilton may terminate the Contract or the provision of the relevant part of the Services on giving the customer not less than one month's prior notice in writing. For the purposes of this clause, "Force Majeure" means: act of God; outbreak of hostilities, riot , civil disturbance, acts of terrorism; the act of any government or quasi-governmental authority (including the refusal or revocation of any licence, consent or permit); fire, explosion, flood, fog or bad weather; power failure, failure of telecommunication lines, failure or breakdown of plant, equipment or machinery; theft, malicious damage, strike, lockout or industrial action of any kind; any other cause or circumstance beyond Hamilton's reasonable control.
- Hamilton and the customer each undertake and agree to indemnify the other for any expense, damage or loss suffered as a result of any claims or proceedings against the other, regarding infringement or alleged infringement of any intellectual property rights owned by a third party, resulting from the use of any data or design or artwork or other materials or items supplied by that party, in connection with the Services up to a maximum of £10,000.
- Without prejudice to any other rights or remedies Hamilton may have, Hamilton may terminate the Contract and any other contract between the customer and Hamilton immediately by notice in writing if the customer breaches any provision of the Contract which cannot be remedied to the satisfaction of Hamilton within 7 days of Hamilton serving notice of the breach and the remedy required or if the customer goes into liquidation, or, in the case of an individual or a firm, becomes bankrupt, makes a voluntary arrangement with his creditors or has a receiver or administrator appointed. Upon termination of the Contract Hamilton shall be entitled to invoice the customer for any costs incurred in connection with any contract terminated and the amount invoiced shall be immediately due and owing.
- Any notice required to be given under these terms and conditions must be in writing and be served on the recipient by personal delivery, first class post or fax at the address shown in the Confirmation of Order, or any other address notified by the recipient from time to time. A notice received personally shall be deemed to have been served at the time of delivery. A notice sent by first class post shall be deemed to have been served two working days after the day of posting. A notice served by fax shall be deemed to have been served at the time of transmission provided the sender is able to produce evidence of its having duly transmitted and received. A notice served by email shall be deemed to have been served at the time of transmission.
- The waiver or forbearance of failure of either party in insisting in any one or more instances on the performance of any provisions of a Contract shall not be construed as a waiver or relinquishment of that party's rights in respect of any continued default of any future non-performance of that or any other provision.
- Hamilton reserves the right to take matters relating to non-payment of invoices, unauthorised use of mailing lists and similar cases to the County Court. Any dispute arising under or in connection with the Conditions or the provision of the Services or Goods which Hamilton deems to be more appropriate to be dealt with by other means shall be referred to arbitration by a single arbitrator appointed by agreement or, in default, nominated on the application of either party by the President for the time being of the Law Society for England and Wales.
- To the extent not provided for elsewhere in the Contract the customer shall indemnify Hamilton for any loss, costs, claims, damages and expenses, incurred indirectly or directly by Hamilton in connection with any breach of the Contract by the customer up to a maximum of £10,000
- If any term of the Contract shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision shall to that extent be deemed not to form part of the Contract but the enforceability of the remainder of the Contract shall not be affected.
- The Conditions and any Contract to which they apply shall be interpreted and construed under English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the Supreme Court of Justice in England.
Please complete this form and return to Hamilton House Mailings Ltd on 01536 399 012.
I have read the terms and conditions for Marketing services issue number 7, of Hamilton House Mailings Ltd relating to marketing this company, and wish Hamilton House to proceed in accordance with these terms and conditions. I agree the price will be as set out in that contract.
Your name _____________________________Your company _____________________
Phone number _______________________ Email ______________________________