Moorhouse Digital | Terms and Conditions of Business

  1. DEFINITIONS

1.1 ‘Moorhouse Digital’ means Moorhouse Digital Marketing Limited of 129 Witton St, Northwich CW9 5DY.

1.2 ‘Brief’ means either (a) the written brief describing the Deliverables, their intended use and any pre-set timings for supply, signed by the Client and supplied in advance of conclusion of the Contract or (b) where no such written brief exists the instructions provided by the Client to Moorhouse Digital and Moorhouse Digital’s written confirmation to the Client of such instructions shall be regarded as conclusive proof thereof.

1.3 ‘Client’ means the person, firm or company who shall order services from Moorhouse Digital.

1.4 ‘Contract’ means the agreement whereby Moorhouse Digital carry out any services instructed by the Client.

1.5 ‘Deliverables’ means the services and/or materials to be supplied by Moorhouse Digital under this contract described in more detail in the Brief

1.6 ‘Job Cost’ means the fee to be charged by Moorhouse Digital for the Deliverables;

1.7 ‘Project’ means any project for the provision of services (other than under the terms of Retainer) and which is described in a Proposal;

1.8 ‘Proposal’ means any proposal or quotation provided by Moorhouse Digital to the Client and which is agreed between the parties

1.9 ‘Retainer’ a contract under which Moorhouse Digital agrees to provide ongoing services for a fixed number of days/hours per month, or a fixed service every month (or at such other intervals as shall be agreed).

1.10 ‘Rights’ means all copyright and related rights, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights and any other intellectual property rights (including all similar or equivalent rights or forms of protection in any part of the world) in or relating to the Deliverables, Project or Retainer.

1.11 ‘Services’ such marketing or any other services which the parties agree that Moorhouse Digital shall provide the Client.

  1. CONTRACT

2.1 So far as they are not expressly varied in writing by Moorhouse Digital Marketing Ltd these conditions shall be incorporated into all contracts made by Moorhouse Digital Marketing Ltd and all work goods supplied by Moorhouse Digital Marketing Ltd shall be deemed to be carried out pursuant to a contract incorporating these conditions.

2.2 Moorhouse Digital Marketing Ltd reserves the right to renegotiate price where the contract or brief is varied; these variations to be confirmed in writing.

2.3 The invalidity or unenforceability for any reason of any part of these conditions shall not prejudice or affect the validity or enforceability of the remainder.

2.4 A commission of the work described on the estimate or proposal will be deemed to have been accepted if a copy of the estimate or proposal is signed by the Client and returned to Moorhouse Digital Marketing Ltd.

2.5 The client is deemed to be satisfied as to the suitability of the specifications/proposals in the contract for the purpose for which the Client requires them.

  1. COMPLETION

Any completion date(s) given by Moorhouse Digital Marketing Ltd to the Client is a best approximation although every endeavour will be made to meet such date(s).

Moorhouse Digital Marketing Ltd will not accept any responsibility or liability if dates are not met unless otherwise arranged. Completion of the project is seen as completion of all of the specified development or assets, not when a web based project goes publicly live.

  1. FORCE MAJEURE

4.1 If performance of the contract shall be delayed by any circumstances or conditions beyond the control of Moorhouse Digital Marketing Ltd including war, industrial dispute, strike, lock out, lock down, riot, malicious damage, fire, storm, flood, Act of God, accident, non-availability or shortage of material or labour, failure by any subcontractor or supplier to perform, failure of equipment, any statute, rule, byelaw, order, regulation or requisition made or issued by any government department, local or other duly constituted authority then Moorhouse Digital Marketing Ltd shall have the right to cancel or to suspend further performance of the contract until such time as the cause of delay shall no longer be present.

4.2 If Moorhouse Digital Marketing Ltd exercises the right to cancel, the Client shall thereupon pay all sums due in terms of the contract, less a reasonable allowance for such part of the contract as has not been performed.

  1. PAYMENT

5.1 Unless otherwise agreed in writing between Moorhouse Digital Marketing Ltd and the Client, payment of all sums due to Moorhouse Digital Marketing Ltd in respect of a contract shall be made within 14 days of the date of invoice. Also, unless otherwise agreed in writing by Moorhouse Digital Marketing Ltd, companies that hold either no or poor credit history will be subject to proforma invoicing and payment in advance.

5.2  Where contracts involve stage payments, failure by the Client to pay at any stage in accordance with 5.1 above shall entitle Moorhouse Digital Marketing Ltd to suspend completion of the contract until such time as payment is received.

5.3 Moorhouse Digital Marketing Ltd shall have the right to claim and be paid interest at the rate of 4% per annum above Base Rate for the time being of HSBC calculated on a day to day basis on all sums due to Moorhouse Digital Marketing Ltd and unpaid for the period from the date upon which payment is due until the date upon which payment is made both before and after any judgement but nothing here shall entitle the Client to withhold payment or delay any payment due to Moorhouse Digital Marketing Ltd after the date upon which it falls due or in any way prejudice or affect Moorhouse Digital Marketing Ltd's rights in relation to the said non-payment.

  1. PASSING OF INTELLECTUAL PROPERTY

6.1 All intellectual property rights in the Deliverables (excluding client-owned materials) arising in connection with the Contract shall be the property of Moorhouse Digital Marketing Ltd and Moorhouse Digital Marketing Ltd shall grant The Client intellectual property rights on completion of payment of the relevant invoice, to use the Deliverables for the purposes, in the territories and in respect of the products or services defined in the Brief.

Such licence shall be automatically terminated if the Client does not pay the Job Cost in full by the due date.

This does not include:

  1. Unused creative work or work that is developed during the process of the project belongs to Moorhouse Digital Marketing Ltd.
  2. Source files and fonts that Moorhouse Digital Marketing Ltd have licensed, Photoshop documents or Illustrator files etc
  3. Stock images that have been purchased by Moorhouse Digital Marketing Ltd cannot be transferred to your ownership unless by prior agreement and the applicable fee.
  1. WARRANTY

Where Moorhouse Digital Marketing Ltd is supplying goods manufactured by us or by our contractors Moorhouse Digital Marketing Ltd warrant (subject to the limitations in 7(b) and 8 below) that if the goods manufactured by us prove to be defective in workmanship we shall undertake to repair or replace free of charge such goods providing the following conditions are fulfilled:

  1. That the defect is not attributable to fair wear and tear or any fault or damage arising from impact, modification, accident, neglect, abnormal working conditions, inappropriate use or treatment, or incorrect handling.
  2. That any claim arising from the defect is made by the Client as our original customer for the Clients own benefit.
  3. That any such claim is notified to us within 10 days of the date of discovery thereof and in any event within 28 days of the date of delivery.
  4. That the Client has taken all prudent precautions and complied with our recommendations for storage, unpacking, installation and maintenance procedures for the goods.
  5. Except where Moorhouse Digital Marketing Ltd specifically otherwise agrees in writing we offer no (and shall have no liability under any) warranty or condition (expressed or implied) in respect of materials or services of our subcontractors but will if requested (and if Moorhouse Digital Marketing Ltd consider it practical and appropriate to do so) assist the Client to obtain the benefit of such warranties as are available from them in favour of first users of goods.
  6. PUBLICITY

Moorhouse Digital Marketing Ltd shall have a continuing right to use the Deliverables for the purposes of advertising or otherwise promoting Moorhouse Digital’s work.

The Client shall unless otherwise agreed mark all design work supplied as part of the Deliverables with the phrase ‘Design by Moorhouse Digital Marketing Limited’ appropriate variants as agreed) in a suitable place. Moorhouse Digital Marketing Ltd reserves the right to request the non-appearance or removal of this credit in any particular case. The Client shall comply with any such request within 30 days, but shall not thereby be obliged to make changes to material already produced or published.

  1. COMPLIANCE

It shall be the sole responsibility of the Client to ensure that the Deliverables comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended as stated in the Contract. It shall also be the Client’s responsibility to ensure that the Deliverables carry all disclaimers, warnings and public information which any competent lawyer of the Client in any of the relevant jurisdictions would advise.

Accordingly the Client agrees to indemnify Moorhouse Digital Marketing Ltd or its agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Deliverables or use of them are contrary to any law, code or regulation in any country.

  1. LIABILITIES

Nothing in these terms and conditions shall exclude or restrict Moorhouse Digital’s liability for death or personal injury resulting from its negligence, liability for fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law. Subject to this:

10.1  Save to the extent that such liability arises from Moorhouse Digital’s negligence resulting in death or personal injury Moorhouse Digital’s total liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to Moorhouse Digital’s charges for the Deliverables;

10.2 Moorhouse Digital Marketing Ltd shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Deliverables caused by the supply or specification by the Client of unsuitable material or content or by the reproduction of the Deliverables by a third party; and

10.3 Moorhouse Digital Marketing will not be liable to the Client for economic loss including loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of any description howsoever caused and even if foreseeable by Moorhouse Digital.

10.4 All warranties, conditions and other terms implied by statute, common law or otherwise are hereby excluded from the Contract to the fullest extent permitted by law.

 

  1. SUSPENSION OR CANCELLATION

If the Client shall be declared apparently insolvent or being a body corporate shall have a Receiver or Liquidator appointed to it, or undergoes a change of ownership or change in management structure then Moorhouse Digital Marketing Ltd may either suspend or cancel the contract, Moorhouse Digital Marketing Ltd shall be entitled to recover all costs accrued or incurred by Moorhouse Digital Marketing Ltd up to the date on which Moorhouse Digital Marketing Ltd receives notice of such cancellation.

 

  1. GOVERNING LAW & JURISTRICTION

This Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law and each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales.