TERMS & CONDITIONS - please read carefully

BLATANT LIMITED: INVOICE TERMS AND CONDITIONS

• 1. Definitions and interpretation:
  • 1.1 In this Agreement:
    'Agreement' means the binding contract, created by the Client's acceptance of the Invoice in accordance with Clause 2 below, comprising these written terms and conditions and the Invoice;
    
    'Client' means the client named on the Invoice;
    
    'Goods' means the goods (if any) to be provided by BLATANT Limited pursuant to the Invoice, including any product(s) of the Services;
    
    'Price' means the price payable for the Goods and/or Services, as set out in the Invoice;
    
    'Invoice' means the Invoice on the reverse of these terms and conditions;
    
    'Services' means the services (if any) to be provided by the BLATANT Limited pursuant to the Invoice; and
    
    "BLATANT" means BLATANT Limited, a company registered in England and Wales with company number 5070386, whose registered office is at 1 - 6 CLAY STREET, LONDON, W1U 6DA.
    
• 2. Agreement
  • 2.1
    BLATANT's Invoice constitutes an acceptance by BLATANT to supply the Goods and/or Services specified on the Invoice. A binding contract shall be formed when the Client has indicated its intention to commission BLATANT, either expressly by issuing a written notice of acceptance to BLATANT, or impliedly by accepting the supply of Goods and/or Services.
  • 2.2
    By accepting BLATANT's Invoice for Goods and/or Services, the Client shall be deemed to have accepted the terms and conditions of this Agreement, which shall govern the purchase of all Goods and Services to the exclusion of any other terms and conditions (including without limitation any terms and conditions of the Client).
• 3. Supply of goods and services
  • 3.1
    BLATANT shall only provide all Goods and Services to the Client in accordance with the terms and conditions of this Agreement.
  • 3.2
    BLATANT shall reserve the right to apply such time, attention, resources, trained personnel and skill as it deems necessary or appropriate for the supply of all Goods and Services ordered.
  • 3.3
    BLATANT may require any variations and/or additions to the Invoice, subject to the parties agreeing an appropriate adjustment to the Price.
  • 3.4
    Delivery of Goods to the Client, are at the Client's risk and cost. Title in all Goods shall pass to the Client upon reciept of full payment. Risk in the Goods shall pass to the client upon delivery.
  • 3.5
    BLATANT shall endeavour to perform all Services within any timescales specified by the Client. If requested by the Client that timescales are to be altered, an appropriate adjustment to the Price may be levied.
  • 3.6
    Time shall be of the essence with respect to the delivery of any artwork assets needed in the production of the Goods and the supply of Services. If delays are incurred due to the failure of supply from the Client, an appropriate adjustment to the Price may be levied.
• 4. Payment
  • 4.1
    Unless otherwise agreed in writing, BLATANT's invoices must be paid in full within 30 days of the invoice date. Any Sum outstanding after this duration will be subject to interest being charged at the current Bank of England base rate.
  • 4.2
    If the Client has approved a quotation given by BLATANT and later BLATANT has reason to believe that the actual Price will or may exceed the estimate, BLATANT shall immediately advise the Client. The Client will be obliged to pay any excesses of which they have been advised.
  • 4.3
    All sums referred to in this Agreement may be subject to value added tax or any other duty or tax, which shall (if and to the extent applicable) be payable by the Client.
• 5. Confidentiality
  • 5.1
    The Client acknowledges that it may receive or otherwise become aware of confidential information relating to BLATANT or its clients ('Confidential Information'). The Client agrees to keep all Confidential Information confidential at all times and undertakes not to use or disclose such Confidential Information other than for the sole purpose of exercising its rights or performing its obligations hereunder.
  • 5.2
    This Clause 5 shall not preclude the disclosure of Confidential Information which:
    • 5.2.1
      is in or falls into the public domain through no default of the Client;
    • 5.2.2
      must be disclosed by law; or
    • 5.2.3
      was already known to the Client before receipt hereunder.
  • 5.3
    Upon a written request from BLATANT or the termination of this Agreement for any reason, the Client shall return any and all Confidential Information of BLATANT or its clients then in its possession or control and will not retain any copies of the same.
• 6. Warranties
  • 6.1
    The Client warrants that:
    • 6.1.1
      it shall comply with all applicable laws, regulatory requirements and codes of practice (including without limitation the Data Protection Act 1998, the British Codes of Advertising and Sales Promotion, the Independent Television Commission ("ITC") Code of Advertising Standards and Practice for Television, the ITC Sponsorship Code and the Radio Authority Code);
    • 6.1.2
      it shall not make any statement, orally or in writing, publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may in the reasonable opinion of BLATANT disparage BLATANT, its clients, its or their businesses, products or services.
• 7. Liability and Insurance
  • 7.1
    The Client shall be liable for and shall indemnify BLATANT against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by BLATANT which arise out of or in connection with, directly or indirectly, the Clients performance under this Agreement, including without limitation any losses, damages or expenses arising out of or in connection with:
    • 7.1.1
      any infringement or alleged infringement of any intellectual property rights caused by the use of any Goods; and
    • 7.1.2
      any claim made against BLATANT in respect of any liability, loss, damage, injury, cost or expense sustained by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods and/or the Clients use of the Services.
  • 7.2
    The Client shall effect and maintain insurance policies with levels of cover reasonably adequate in all the circumstances in respect of the Client's obligations and liabilities under this Agreement, including without limitation policies of public liability and product liability. The Client shall provide written evidence of such insurance to BLATANT on BLATANT's request.
• 8. Term and termination
  • 8.1
    BLATANT may at any time and for any reason cancel a project in whole or in part on written notice to the Client. Upon receipt of such a notice, the Client shall be liable to pay BLATANT a fair and reasonable price for all Goods delivered and/or Services performed up to and including the date of cancellation.
  • 8.2
    BLATANT may terminate this Agreement forthwith upon written notice to the Client in the event of:
    • 8.2.1
      any material or persistent breach of this Agreement by the Client which breach is not remedied (if remediable) within 30 days after the service of written notice requiring the same; or
    • 8.2.2
      the Client becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt.
  • 8.3
    Upon termination of this Agreement for any reason, the Client shall immediately deliver to, or otherwise dispose of as directed by BLATANT, any and all materials and property in its possession, custody or control belonging or relating to BLATANT.
  • 8.4
    The terms of and obligations imposed by Clauses 5 and 9 shall survive the variation or termination of this Agreement for any reason.
• 9. Intellectual property rights
  • 9.1
    The Client acknowledges and agrees that all property, copyright and other intellectual property rights in the Goods, unless previously agreed in writing, shall be and remain the property of BLATANT. The Client will notify BLATANT if any materials are to be re-used, in whole or in part, and will make appropriate royalty payments as agreed by BLATANT. BLATANT and CASCADE CREATIVE retain all rights in any Goods, and as such can be used in any way we feel appropriate, inculding but not restricted to promotion and advertising.
  • 9.2
    The Client shall in the case of moral rights, waive in favour of BLATANT, and shall procure that its officers and employees assign to and waive in favour of BLATANT, all right, title and interest in and to the Goods.
  • 9.3
    If and to the extent that any of the Goods comprise or include any copyright work belonging to any third party, the Client's use is restricted to the terms and conditions associated with the work used. The Client undertakes to accept full liability and responsibility for the use of any third party work.
  • 9.4
    The Client agrees, at BLATANT's request, to take all such actions and execute all such documents that may in BLATANT's opinion be necessary to enable BLATANT to obtain, defend or enforce its rights in the Goods. The Client shall not do or fail to do any act which would or might prejudice BLATANT's rights under this Clause 9.
  • 9.4
    If the use of any work by the Client infringes or in BLATANT's opinion is likely to be held to infringe any intellectual property right belonging to a third party, the Client shall at BLATANT's option: (i) procure for BLATANT the right to continue to receive the Services and use the Goods in question, free of any liability for such infringement; (ii) modify the Services and/or Goods in question so that they become non-infringing while otherwise complying with the requirements of this Agreement; or (iii) substitute the Services and/or Goods in question with suitable non-infringing replacement(s).
• 10. General
  • 10.1
    The Client may not assign, transfer, charge, sub-contract or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written consent of BLATANT.
  • 10.2
    All notices and other communications required or permitted to be served or given hereunder shall be in writing and delivered by hand or sent by first class registered post or courier to the intended recipient's address as specified above or such other address as either party may notify to the other from time to time. Any notice shall be treated as having been served:-
    • 10.2.1
      if delivered by hand, on delivery;
    • 10.2.2
      if sent by registered post, two working days after posting; and
    • 10.3.3
      if sent by courier, two working days after despatch.
    
    The construction, validity and performance of this Agreement shall be governed in all respects by the laws of England and Wales and the exclusive forum for settling any disputes shall be the English and Welsh courts.
    
    The failure of either party to enforce any term of or right arising pursuant to this Agreement does not constitute a waiver of such term or right and shall in no way affect that party's right later to enforce or exercise the term or right.
    
    No amendment or variation to this Agreement will be valid unless it is in writing and signed on behalf of each of the parties by a duly authorised officer.
    
    The invalidity or unenforceability of any term of or right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights.
    
    This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to this Agreement, except as set out in this Agreement. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in this Agreement.

Confidentiality agreement (all suppliers and clients) click here

If you disagree with any of these terms and conditions contact us immediately BEFORE entering into any contract with BLATANT LIMITED.
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Contact: +44 (0) 20 7580 2344
or email: info@blatantgroup.com