Terms and Conditions of business

1. General
1.1 These Conditions of Business shall be incorporated in all contracts for the provision of services made between Mouse House [UK] (“the Company”) and any client of the Company (“the Client”)
1.2 No variation of or addition to any contract or to these Conditions will be binding on either party unless specifically agreed in writing except that the Client shall pay any fees or expenses orally authorised in order to progress promptly with work
1.3 These Conditions supersede any previous agreements or arrangements between the Company and the Client
2. Briefing and Estimates
2.1 The Client shall provide the Company with a clear brief and shall ensure that all information given about the Client’s products or services is accurate and not misleading
2.2 The Company may reject any material or services supplied by the Client which is in the Company’s opinion unsuitable A charge may be made to cover any additional work involved where copy supplied is not clear or legible
2.3 Upon request and for a fee to be agreed in advance the Company will collaborate with the Client in researching and preparing the brief
2.4 Any estimates provided to the Client may be varied or withdrawn by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of sixty days from their day of issue the Company may in its sole discretion decline to provide an estimate in respect of any proposed commission
2.5 No contract shall come into effect until the Client’s commission is accepted in writing by the Company
3. Approval of Design Proposals
The Company shall submit to the Client as far as reasonably practicable within the agreed timetable preliminary design proposals in the form previously agreed the Client shall notify the Company within fourteen days after receipt of such proposals whether it approves of the proposals or requires any modifications to be made
4. Alteration in Brief or Approved Schemes
4.1 The Company shall be entitled to make an additional charge at its standard rates for the time being together with any out-of-pocket costs incurred by it for any work entailed in making alterations:-
4.1.1 By reason of a change in the Client’s instructions to preliminary design proposals
4.1.2 At the Client’s request or for any other cause beyond the Company’s reasonable control to design proposals already approved by the Client under Clause 3
4.2 No additional charge shall be made for alterations required to conform to the original brief or assignment
4.3 No modifications or alterations to any designs or other work supplied by the Company to the Client shall be made without the consent of the Company
Such consent may be conditional upon any modifications or alterations being carried out by or under the supervision of the Company at a fee to be agreed in advance Any reprints required by the Client shall not differ in any way from the originals without the consent of the Company
5. Production
5.1 All printed proofs dummies or cutting copies shall be submitted to the Company for checking and approval prior to use The Company will use all reasonable endeavours taking into account its other commitments to make personnel available to provide advice during production and for the approval of any minor modifications which may be required
5.2 The Client shall be responsible for ensuring that all specifications descriptions or information supplied by or on behalf of the Client relating to production methods or materials are accurate and meet the Client’s requirements and shall indemnify the Company against any losses or expenses incurred by the Company in connection with any inaccuracy
6. Rushed Work
The Company shall be entitled to make such additional charge as it considers reasonable in respect of any work carried out in advance of an agreed timetable or any shortening of the contract period at the Client’s request but the Company shall not be obliged to agree to any such request
7. Fees
Estimates of fees and expenses for any commission given to the Client are only estimates and not quotations and shall not be binding on the Company unless otherwise agreed in writing The final fees and expenses payable by the Client for the commission shall be as shown on the Company’s invoices provided that the Client’s approval shall be obtained for any increases in fees or expenses which exceed the original estimate by 10% or more
8. Payment
8.1 Subject to the provisions of Clause 7 the Company shall be paid for each commission such fees and expenses as are shown on its invoices together with any Value Added Tax due thereon Accounts shall be submitted by the Company at set stages in the commission if so agreed in advance or otherwise at the end of each calendar month in respect of work carried out during that month
8.2 All accounts shall be paid within thirty days of their date the Company reserves the right (without prejudice to its other rights and remedies):-
8.2.1 to charge interest at the rate of 1.5% per month on all sums outstanding from the due date to the date of payment (both before and after any judgement) and
8.2.2 to suspend work on the commission whilst any sums remain outstanding
9. Expenses and Costs
9.1 The Client shall reimburse the Company for all reasonable out-of-pocket expenses actually and properly incurred in the execution of the commission (including without limitation hotel and travelling expenses mileage costs and long-distance telephone calls)
9.2 (Unless otherwise agreed) costs incurred by the Company in respect of prints and other reproductions of drawings typesetting the provision of dummies and other items or third party services furnished at the Client’s request or with its approval The Company shall be entitled to charge a reasonable handling fee for this service
10. Free Samples
The Client shall provide the Company free of charge with a reasonable number of samples of any work carried out in connection with the commission
11. Design Credits
11.1 The Company shall be entitled to claim the authorship of work for which it has been responsible and at the Company’s request all published work shall bear a credit to the Company displayed in a manner agreed with the Client
11.2 The Company’s consent shall be obtained before its name is displayed on any finished product or otherwise published
12. Copyright
12.1 Unless otherwise agreed in writing copyright and all other intellectual property rights in all work carried out by or on behalf of the Company for the Client (including without limitation all sketches drawings and dummies) shall belong to and remain with the Company. The Client shall be entitled to a royalty-free non-exclusive licence to use and reproduce the work for the purpose for which it was commissioned (as disclosed to the Company in the brief) but shall not use or reproduce the work for any other purpose without the prior written consent of the Company
12.2 Any licence (including that granted by Clause 12.1 above) assignment or other agreement relating to the copyright or other intellectual property rights in any work carried out by or on behalf of the Company shall be conditional upon the payment to the Company of all fees and other sums due to the Company in respect of such work The Company shall not be obliged to enter into any such assignment or agreement
12.3 At the termination of this Agreement all rights in any unused or unpublished design or other work prepared by the Company (whether the subject of copyright or not) shall remain the property of the Company and such work shall not be used by the Client without the prior written consent of the Company regardless of whether or not the physical embodiment of any creative work is in the Client’s possession in the form of copy artwork plates or other material
13. Ownership of Material
13.1 All design material prepared for the Client by the Company whether preliminary or final shall be the property of the Company unless the Company agrees for such fee as may be agreed to transfer it to the Client Such transfer will not unless specifically agreed in writing include any transfer of the copyright or any other right relating to the artwork In the event of such transfer the Company will hold such material at the Client’s sole risk but will not be required to recover any materials from media or suppliers once the Company has parted with it
13.2 If the Company provides any artwork in which it retains the ownership to the Client for production purposes the Client shall return such artwork within thirty days of use
14. Indemnity
14.1 The Client shall indemnify the Company against any liabilities damages costs losses or expenses incurred by the Company in connection with or arising out of the publication or reproduction of any material supplied to the Company by the Client or approved by the Client before publication (including without limitation any incurred in connection with any claim that such material is defamatory of or infringes any copyright or other right of any third party) The Client shall inform the Company without delay if it considers that any claim or trade description in any copy submitted by the Company to the Client for approval is false or misleading in relation to the Client’s products or service
14.2 The Company reserves the right to refuse to work on any material which may in its opinion may be unlawful or defamatory or infringe any right of any third party or any relevant code of practice or guidelines
15. Liability
15.1 Whilst the Company shall use all reasonable endeavours to abide by any timetable for the commission agreed beforehand with the Client the Client acknowledges that such timetable is an estimate only and the Company shall not be liable for any failure to comply or delay in complying with any stage in such timetable
15.2 The Company shall not be liable for any defect or error in any design or other work carried out by it in the absence of any default or neglect on the part of the Company
15.3 Without prejudice to any other provision hereof the Company shall in no circumstances be liable to the Client for any consequential or indirect loss or loss of profits or contracts.
16. Force Majeure
16.1 Without prejudice to any other provision hereof the Company shall not be liable for any delay in or failure to perform its obligations hereunder or be deemed to be in breach of any agreement as a result thereof if such delay is caused by circumstances beyond its reasonable control
16.2 The Company’s time for performance shall be extended by a period equal to the period of the delay Save where the delay is caused by the act or omission of the Client the Client may if such delay continues for more than six months terminate this Agreement forthwith by notice in writing to the Company in which event neither party shall be liable to the other by reason of such termination save that the Client shall pay the Company a reasonable sum in respect of any work carried out by it prior to such termination
17. Termination
The agreement between the Company and the Client may be terminated by either party forthwith by notice in writing to the other in the event that the other:-
17.1 Commits any material breach of any provision of such agreement and fails to remedy such breach (if capable of remedy) within a reasonable time of receiving notice thereof requiring it to do so
17.2 Becomes insolvent by reason of its liability to pay its debts as they fall due or makes any arrangement or composition with creditors or takes or suffers any similar action in respect of a debt or (being a company) enters into liquidation whether voluntarily or compulsorily other than for the purposes of a reconstruction or amalgamation or suffers the appointment of an administrator administrative receiver or receiver of all or part of its assets or (being a partnership) is dissolved or (being an individual) dies or is the subject of any petition in bankruptcy
18. Effects of Termination
On any termination of this Agreement under Clause 17 hereof:-
18.1 The Company shall be entitled to full remuneration for all work completed to that date together with all expenses and costs due to the Company under the provisions hereof
18.2 The Company shall retain all copyright and other intellectual property rights in such work (notwithstanding that the Company may have agreed in advance to assign such rights and the fee payable for the work included consideration for such assignment)
18.3 Any accrued rights or liabilities of either party shall not be affected
19. Postponement of Commission
19.1 The Client shall not be entitled to postpone the carrying out of completion of the commission beyond any agreed timetable without the prior consent of the Company which may be conditional upon the payment of a reasonable cancellation fee In the event of any such postponement being permitted the Client shall in addition to any such fee pay to the Company full remuneration in respect of all work done by the Company to the date of postponement (including preliminary or experimental work) together with all expenses and costs due to the Company under the provisions hereof
19.2 If a postponed commission is resumed without substantial alteration within a period of six months from the date of postponement any fees paid by the Client in respect of work already done by the Company shall rank as payments on account towards the final fee payable for such work Where a commission has been postponed for a period exceeding six months and then resumed then any fees paid shall be regarded as final payment for the services originally rendered and the resumed commission shall be deemed to constitute a separate contract for which fees shall be renegotiated.
20. Assignment
20.1 Neither party shall assign the whole or any part of this Agreement without the prior written consent of the other (such consent not to be unreasonably withheld)
20.2 The Company shall be entitled to sub-contract any part of a commission to any competent (in the Company’s reasonable opinion) sub-contractor
21. Notices
All notices which are required to be given hereunder shall be in writing and shall be sent to the registered office of the Company or the last-known place of business of the Client as the case may be Any such notice may be delivered by hand or by first class letter or facsimile transmission and shall be deemed to have been served if by hand when delivered if by first class post forty eight hours after posting and if be facsimile transmission when dispatched
22. Law
These Conditions and any contract in which they are incorporated shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the High Court of England.
23. Web and email hosting
Client Web and email hosting contracts will be charged out on an annual basis and will be payable in advance of service from Aug 01 until July 31 and will be automatically renew annually unless The Company is notified in writing 30 days before the end of the contract. |f payment in full (unless by prior arrangement) isn't made by the end of the annual contract The Company retains the right to cancel the hosting service within 7 working days. Any accounts suspended will incur a reactivation administration fee of £250 in addition to the annual hosting fee.