terms of service

Standard terms & conditions of contract

The following standards of contract apply to all work carried out by e-scape media unless specifically amended in writing by a Director of the Company prior to, or at any point during the commencement of work.

Interpretation

In these Terms:

• "the Company" is e-scape media limited
• "the Customer" is the person, company, authority or other body who instructs the Company to carry out the work
• "Contract" means any quotation, estimate of the company or order accepted by the Company and these Terms
• "Customer Materials" means the Customer's originals, artwork samples, software files or other materials supplied to the Company
• "Intellectual Property" means all patents trade and service marks, registered and unregistered designs, copyright know-how, confidential information, trade or business names, applications for the foregoing and any other similar protected rights
• "Services" means the products and or services supplied under the Contract

Instructions

The Company will endeavour to provide written confirmation of instructions received from customers for the purposes of clarity, although given the complexity of communication projects this is not always possible. We encourage customers to respond to letters spelling out Instructions and Terms and Conditions for the sake of clarity. We urge clients to study Contracts, project specifications and other project documentation to avoid expense being incurred on work abortively.

Professional charges

We endeavour to provide a flexible range of services to our customers. This involves a variety of fee structures appropriate to the tasks in hand and the level of certainty that can be given to the work involved at various stages of a project, or according to the nature of the project.

We understand that our Customers generally prefer to work to an agreed lump sum and in most cases (where the content of work required can be realistically quantified) we are happy to do this. In such cases it is usual for a time-based fee to continue for non-quantifiable work such as ongoing amendments and liaison with customers. Our usual practice for this arrangement is to agree a fee ceiling which will be regularly reviewed. Other arrangements are possible. This approach allows the budget to remain closely managed and for our customers to benefit from lower costs should the work not take as long as estimated.

When applying a time-based fee individual staff and Directors record their time spent in intervals of one sixth of an hour and bill accordingly. Rates charged for individual staff vary within ranges according to the nature of the work done. It is our normal practice to bill customers on a monthly basis, but we are flexible to our Customer's wishes. All fees are quoted on the basis of settlement within 30 days of date of invoice and where this is not achieved we reserve the right to charge interest at a rate of 4% above the HSBC base lending rate.

Responsibility & communications

For any project, customers will have a direct line of contact with the Director or Manager which they must feel able to use at all times throughout the project. Each Director and Manager keeps in close contact with project staff assisted by our open plan office system of work and daily briefings. In order to keep costs down for clients, we devolve individual work tasks among the staff at various levels of experience as appropriate. We will always endeavour to introduce any new staff coming to a project personally to customers in such circumstances.

The Company undertakes:

• To use all reasonable skill and care in the performance of the Services
• To obtain the Customer's authority before initiating any work, except in an emergency
• Not to make material alteration to the Services without consent, except in an emergency
• That the Services will correspond with the agreed specification at the time of delivery
• To co-operate fully with any other organisations as specified by the Customer
• For online projects to provide 30 days technical cover after the launch date to resolve minor software bugs that were not discovered in pre-launch testing

The Customer undertakes:

• To advise on the relative priorities of the client's requirements and to provide necessary and accurate information
• To take decisions and respond promptly to approvals sought by the Company
• To pay the fees, expenses and disbursements due and VAT where applicable

Programming

We have an extremely flexible work force and meet together to review our customer's work priorities on a twice weekly basis allocating our work accordingly. If our Customers have particular time scale requirements that are clearly stated we will always do our very best to meet these given adequate notice, but often factors outside our control will affect the speed at which work can be concluded. These factors include time spent in having instructions confirmed and negotiation with third parties.

Copyright & intellectual property

The Company retains copyright in accordance with the law. Upon settlement of all invoices the client is given a full conditional license to copy and use the Services produced by the Company. The use shall be restricted to that for which the Services are supplied and not for any other purpose.

The Intellectual Property vested in the software remains the property of the Company.

The Company retains copyright of any material contained in any presentation made in competition with any other agency in the event of its presentation being unsuccessful or any other material produced speculatively by the Company and not used, whether or not in competition with another agency.

Non-Solicitation

The Customer undertakes to the Company that at no time during or within one year of termination of the Company's appointment to provide the Services will the Customer solicit or offer employment to any of the employees of the Company with whom the customer has dealt.

Confidentiality

The Parties hereby undertake to each other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained under the Contract or which it has been advised is confidential in nature save that which is trivial or obvious, already in its possession or is in the public domain other than as a result of a breach of this clause.

The Parties shall use best endeavours to prevent disclosure of confidential information in accordance with this clause.

Quotations

All quotations given by us are valid for a period of 60 days only from the date of such quotation (verbal or written) and will be adjusted thereafter in line with inflation, market conditions and the experience of the staff involved.

Customer materials

Whilst every care is taken in handling the Customer Materials the Company accepts the Customer Materials on the understanding that this is entirely at the Customer's risk.

The Company reserves the right to use the Customer name, logo, Customer Materials and associated brand names and logos for the purposes of publicity.

Expenses

Customers will be charged in the course of routine billing for expenses and disbursements incurred in the course of the Company providing the Services. We endeavour to spell out the scope of items subject to charging on individual projects but these will include postage, courier deliver, scanning, photography, stock photography purchase and copyright licenses. Travelling expenses (and occasionally refreshment expenses) incurred by the Company team members working away from the office are chargeable at the rate of £0.45 per mile (or the cost of a second-class train ticket, whichever is lower). Generally speaking such expenses are made to clients merely at cost although in some instances if work is entailed in procuring the item for which costs have been incurred, for instance the sourcing of stock photography, an additional service charge may be added appropriate to the task.

Contributions by other consultants

Occasionally there is a need to engage specialist input or advice beyond our regular staff. Where the level of input is small we subcontract such input. However, the Company remains responsible for delivery and quality of Services supplied. Where the need is more substantial, or we feel it is more appropriate to establish a direct line of communication between Customer and consultant, we will advise accordingly and assist in setting this up.

Amendments & cancellation

We understand that requirements change and we endeavour to remain flexible to our Customer's wishes. In these circumstances the Company reserves the right to adjust the price of the Services to reflect the amendments.

The Customer may cancel or stop any and all Services by written request and the Company will take all reasonable steps to comply provided that the Company can do so within its contractual obligations to subcontractors and other third parties. In these circumstances the Company reserves the right to recover from the Customer any external or internal charges or expenses incurred on the Customer's behalf and to which the Company is committed.

Force majeure

The Company shall not be liable for any failure to perform the Contract due or principally due to any circumstances beyond its control including but not limited to inability to secure labour, materials, supplies or transport, scarcity of fuel power or components, breakdowns in machinery, fire, storm, flood or Act of God, war, civil disturbance, strikes, lock-outs and industrial action in whatsoever form.

Termination

The Agreement may be terminated forthwith by written notice from either party if: (i) the other commits any material breach of any of the terms of the Agreement and, if capable of remedy, shall have failed within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such party's intention to terminate); or (ii) the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.

Governing Law

These Terms and Conditions and any questions, disputes or other matters relating to them shall be governed by and determined in accordance with the laws of England.

E&OE