Terms & Conditions
1. Introduction
1.1 The Workhouse Advertising and Marketing Ltd (company no. 03340681) (“we, us, our”) is an independent, creative, advertising, branding, marketing and design company whose work includes website design and development; competitors analysis; sector analysis; marketing and business strategy documents; application user interface design and development; brand identity and promotion; corporate identity; packaging design; corporate literature; licensing; brand positioning; brand invention; innovation; name generation; developing creative concepts and identities; creative campaigns; branding; graphic design; print design, exhibitions and events; and other services relating to the design, marketing, and promotion of its client’s (“you, your”) goods, services, brand and identity.
1.2 We agree to serve as your consultant upon the following terms and conditions (“Terms”).
1.3 Placing of business through us constitutes an acceptance of these Terms, subject to any amendments expressly agreed in writing.
2. Services
2.1 In consideration of you paying the fee in accordance with clause 4 below, we will perform the agreed Services (“Services”) for you which are usually set out in a proposal or cost estimate or a separate programme of work (“Programme”) which is either attached to these Terms or will be provided to you separately.
2.2 Through the provision of Services we will produce for you the final result that is selected by you for implementation (“the Work”).
2.3 We will provide the Services to you using reasonable skill and care and in a timely manner (unless we are prevented by circumstances beyond our reasonable control).
2.4 Unless we have expressly agreed otherwise all times agreed with you for the delivery of the Service are reasonable estimates and we will notify you if we anticipate that any part of the Service is likely to be delayed.
2.5 You are expected to carry out an appropriate examination of the Services supplied by us as soon as is reasonably practicable following delivery. In the absence of any written complaint you will be deemed to have accepted the quality of the Services. These Terms and the Programme approved by you shall be the agreement for delivery of the Programme between you and us (“Agreement”) to the exclusion of all other arrangements and correspondence.
3. Approvals & Authority
3.1 Save in exceptional circumstances or for minor work where we will issue a written order confirmation or where we are working under a retainer arrangement, we will submit the detailed Programme to you for your general approval, together with an estimate (unless fixed fees have been agreed in advance) of the cost of carrying out the proposed work.
3.2 Your approval of the Programme (including costs, errors and omissions excepted) will create a binding contract between us and be our authority to purchase production materials, prepare proofs and enter into contracts on the basis of the estimates/fixed fees. We reserve the right to vary or withdraw any proposed Programme and costings at any time prior to receiving your approval thereof. A Programme and/or costings may be expressed to remain open for a specific period of time.
3.3 You may cancel or request us to change the Programme in whole or part (including work-in-progress) and we shall take all reasonable steps to comply, provided that we can do so without incurring costs arising from our contractual obligations to third parties and suppliers. We will advise you of the costs of any request to cancel or change the Programme within a reasonable time of such a request. Until we have your written confirmation that you require cancellation or a change to the Programme (which will constitute your agreement to the costs and expenses we have identified or estimated will result from such cancellation or change) we will continue the Programme as instructed.
3.4 We shall be entitled to accept instructions and approvals from any individual holding himself out as being authorised to give such instructions or approval on your behalf. We shall not be liable to you for any delay or changes to the Programme caused by such individual(s) being unavailable when required to give instructions or approvals.
3.5 We reserve the right to make modifications to the Services which are necessary to comply with any applicable law but will always endeavour to discuss any such changes with you before they are made so that the full impact on the Services is clear. You will be responsible for any additional costs that are incurred in making such changes.
3.6 We are not required to keep records or artwork files in respect of Work following completion of a project unless expressly agreed in writing as part of the Services.
3.7 All original preparatory and development materials including but not limited to sketches, scamps, notes, mock ups, prototypes etc, as well as any source material, both digital (including code) and physical, produced by or for us as part of the Services remains our property unless expressly agreed in writing to the contrary and shall be promptly returned undamaged and unmarked at the end of the project under which they were created or upon our request.
3.8 If third parties are engaged by you in relation to matters which impact upon the Services, then you will take reasonable steps to ensure that they fully co-operate with us.
3.9 We do not warrant the work or products of third parties, that any statutory approvals will be granted, or the solvency of any third party associated with the Services (whether or not they were appointed on our advice or recommendation).
3.10 Our responsibility goes no further than to ensure that the Work will be suitable for use in relation to the purpose disclosed to us and taken into account when delivering a Programme. The price charged by us for the Services will reflect that scope of use and any extended usage will require our prior written approval and will usually result in an additional charge.
3.11 If you have any complaint about the quality of the Services or the goods provided then notice shall be given to us within 7 days of delivery. In the absence of such a notification you will be deemed to have accepted the supply. We reserve the right to suspend provision of the Services whilst any complaint regarding delivered Work or any other aspect of the Services is investigated and resolved. We will provide an estimate of such costs if requested.
3.12 Where we are engaged (usually as part of a larger brief) to provide a marketing strategy or advise upon business growth or anything associated therewith, we will give our advice based upon specific information and parameters supplied by you and we cannot be held responsible for any changes out of our control and that we were not aware of and which could not reasonable have been anticipated.
4. Payment
4.1 In consideration of the provision of the Services you agree to pay us a fee (“Fee”) which will be estimated or agreed between us in advance. In the absence of express agreement on a fixed fee for specific services (and this being clearly stated in the Programme) all Fee proposals are estimates based upon information available at the time. The Fee is exclusive of the third party costs and out-of-pocket expenses (including but not limited to studio costs, advertising fees, photocopying, storage, printing, proofs, photography, custom fonts, icons, license costs, subcontracting costs, accommodation, travel, subsistence, mail and courier), all of which will be charged to you at cost plus a handling charge. Where the Fee or any third party costs or expenses exceed an estimate we will usually seek your approval wherever it is practical to do so before proceeding with the Programme or continuing it. Together the Fee, third party costs and expenses constitute the contract price (“Contract Price”).
4.2 We reserve the right to review and if appropriate increase the Fee (both estimated or fixed) if you:
4.2.1 request us to perform additional Services for you (for the avoidance of doubt including but not limited to the delivery of a back-up of any website);
4.2.2 request any changes or additions to the Programme;
4.2.3 delay payment, delivery of information, instructions, approvals or consents to us; or 4.2.4 change any agreed timetable in which the Programme is to be performed.
4.3 Any agreed fixed fee or estimate assumes delivery of the Services to your principal business address, or as stipulated in the Programme and additional charges may be incurred if delivery is required to another address.
4.4 Any agreed fixed fee or estimate assumes all content supplied by you to us is in a digitised format. Unclear documents or resource materials supplied to us by you or on your behalf that cannot be used without preparation and materials provided in an inappropriate format may result in an additional charge.
4.5 Any work that could not reasonably have been anticipated and taken into account when preparing a fixed fee or estimate (including but not limited to the conversion of file types, the supply of photographic material not of print quality or time spent locating and extracting items from a large volume of material), may result in additional charges.
4.6 We shall be entitled to make an additional charge should it become necessary to work unsocial hours to meet any agreed timeframe although wherever practicable to do so, we will notify you before such work is undertaken.
4.7 We reserve the right to pass on any increase in charges from any third party / subcontractor engaged in connection with the performance of the Services.
4.8 Unless agreed in writing or arising under a counter claim based in fraud you may not make any set-off against or withhold payment of any part of the Contract Price or any expenses or other monies due to us.
4.9 We shall have a lien over any property (in whatever form) supplied to us by you or on your behalf, until all payments due to us by you have been made in full.
4.10 You shall pay our expenses incurred by or in connection with recovery of monies owed by you to us.
4.11 If we are required to proof materials supplied by a third party then additional charges will be incurred unless this has been expressly agreed as part of the Services.
5. Terms of Payment
5.1 You agree to pay the Fee and any third party costs or expenses (without set-off or deduction unless expressly approved in writing by us) in GB pounds sterling in advance or by stage payments as set out in the Programme save as provided in these Terms or otherwise expressly agreed in writing. We reserve the right for new clients and in relation to certain type of work such as web design and build to require up to 50% of the Fee to be paid before we commence work, up to 25% to be paid at a point that we determine is approximately halfway through the Programme, and with the balance payable on completion of the Programme. We reserve the right to increase or decrease these payments on a project by project basis.
5.2 Unless special arrangements for payment have been set out and agreed as part of the Programme or otherwise invoices in respect of the Fee and any costs or expenses incurred will be submitted to you monthly and you agree to pay these within 30 days of presentation.
5.3 We reserve the right to require you to make further payments on account in respect of any anticipated third party costs or expenses.
5.4 We shall include on our invoices, where appropriate, any VAT or other legally required charges at the prevailing rates.
5.5 You must notify us in writing of any discrepancies in invoices in writing within 7 days of presentation to allow any investigations to take place as soon as possible.
5.6 If you fail to settle any invoice by the due date you shall be liable, without reminder and without prejudice to any other rights we may have, for interest at 4% above the Bank of England’s base rate per annum with effect from the date on which the invoice was due to be settled to the date of payment.
5.7 Without prejudice to any other rights we may have, if you fail to settle an invoice by the due date we shall be entitled to suspend performance of the Programme in whole or in part or to refuse the further performance of our obligations, without incurring any liability to you for any loss caused by such suspension or cancellation of the Programme.
6. Terms of Business with Third Parties
Our contracts with third parties in connection with the Programme are made in accordance with standard or individual conditions and contracts (“the Contracts”). You accept, and agree to comply with the terms of such Contracts of which you have been made aware and acknowledge that work required by you can only be carried out within, and subject to the provisions of the Contracts, including, without limitation the provisions relating to cancellations, omissions and deadlines.
7. Intellectual Property
7.1 Subject to rights of third parties and save in respect of open source material used by us, the copyright and/or design and/or moral right and/or other intellectual property rights recognised anywhere in the world (and whether registerable or not) in any literary or artistic work including all design work (such as specifications, designs, materials, drawings, illustrations, texts, code, photographs, prototypes, objects, models and mock-ups, whether stored or displayed physically or electronically and in whatever medium) belong exclusively to us and are hereby asserted.
7.2 Subject to clause 7.3, on completion of the Services and payment of the Contract Price in full and subject to any third party rights in the work (as identified by us) we shall grant to you:
7.2.1 an exclusive licence to use the copyright and design rights belonging to us in the final work (generally of a visual appearance nature) selected for implementation including any two or three dimensional graphic design solution, branding, logo, logo-type, corporate identity, bespoke fonts, music, film, photographs, digital page layout. (“The Creative Work”); or
7.2.2 a non-exclusive licence (exclusive where expressly agreed in writing as part of the Proposal) to use the intellectual property rights belonging to us in all coding and programming required for the use of the final selected work including any content management system for updating the work or similar programming tools and any other elements of the Services which are not part of the two-dimensional visual appearance of the final selected work (other than open source content management system).
7.3 For the avoidance of doubt no right or interest shall pass to you in any open source or other freely available material which is included in the Work and delivered as part of the Services.
7.4 No rights in any work created by us before our engagement and which is then used in work created as part of the Services will pass to the you but we grant you a non-exclusive licence to use such work for the purpose of the particular project.
7.5 Pending payment of the Contract Price in full, we shall where appropriate grant you a revocable and non-exclusive temporary licence to use the work for all reasonable purposes associated with the approval, checking and testing of the work.
7.6 If any payment due to us under the contract is not received in full within 30 days of the due date then the licence referred to in the preceding clause shall be suspended until all outstanding payments have been made.
7.7 You shall not, without prior express written approval from us, use the work delivered as part of the Services for any purpose outside of the scope of the brief as reflected in the Programme.
7.8 Any licence granted to you in respect of the Work shall not unless specified in the Programme include a right to adapt or modify such work.
7.9 New Development – You acknowledge that any new inventions, designs or processes which evolve in the provision of the Services shall belong to us unless the development and ownership thereof by you was an express written term of the engagement of us.
7.10 Fonts
7.10.1 We may use licensed fonts (including web fonts) in the provision of the Services. Any such use is personal to us and it may be necessary for you to obtain at its own cost a licence for the enjoyment and use of the Work. We are is not liable for any failure of you to hold the necessary licence(s).
7.10.2 We may use open source fonts in the provision of the Services. We will not grant any licence or give any warranty in respect of such fonts.
7.11 Reservation of Technical and Artistic Concepts – We will not infringe your rights in the Work but reserve exclusive ownership of and the right to use all other designs, concepts, ideas or intellectual property developed during the course of the Services.
7.12 Multi Designs – If more than one design solution/concept is chosen by you and this was not provided for in the Programme, an additional fee will be payable by you.
7.13 Subcontractors’ Intellectual Property
7.13.1 We will use reasonable endeavours to procure an assignment of the appropriate rights of its subcontractors, which are incorporated in the work.
7.13.2 You are reminded that photographers, illustrators and film producers often retain ownership of their original work and may demand that it is returned undamaged, although this should not restrict your use within any negotiated usage rights.
7.13.3 Rights in stock photography and music will always be non-exclusive unless we have expressly agreed to acquire exclusivity of usage for you. You indemnify us against any cost, claims and liabilities where it continues to use such work outside negotiated usage rights whether this be in relation to the period of use or the scope of use.
7.14 Originality
7.14.1 We warrant that our own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary in writing) it is your sole responsibility to make all appropriate searches or enquiries in this regard at the appropriate time. Beyond the scope of this warranty, we shall have no liability to you in respect of any infringement or alleged infringement of intellectual property of any third party or passing off.
7.14.2 We give no warranty as to whether the Work meets any criteria for the registration of intellectual property rights and shall have no liability to you in respect of any failure to register.
7.15 Further Assurance – We will, at your cost, execute such documents and do such things that are reasonably necessary to give effect to this clause.
7.16 Moral Rights
7.16.1 We hereby reserve and assert all moral rights in all work created during the Services.
7.16.2 You shall give reasonable attribution to us as the author of the Work wherever appropriate.
8. Your Responsibility for Implementation
8.1 Unless it is agreed as part of the Services full responsibility for implementation, display, electronic integration and compatibility, back up, production and manufacture of graphic designs or work incorporating graphic designs shall remain with you, although the you acknowledge that failure to consult us on implementation or its failure to implement any of our recommendations may result in unsatisfactory implementation.
8.2 You shall indemnify us in respect of any claim howsoever arising under consumer protection or other legislation other than due to a breach by us of our obligations under the agreement.
9. Your Property – Any property that you make available to us for any purpose in connection with the Programme shall be and shall remain at all times at your risk. You will be responsible for your property when in the hands of the media, printers, production companies or otherwise. In the absence of negligence on our part we shall have no liability for the loss of, damage to or misuse of such property.
10. Legal Liability and Other Claims
10.1 We shall not be liable for any delay in, or omission of, publication or transmission, or any error or claim arising from the Programme or any material prepared, provided or commissioned (or which ought to have been prepared, provided or commissioned) which is not due solely to our negligence and subject to clause 10.2.
10.2 The maximum aggregate extent of our liability in respect of any claims or demands brought by you against us in respect of the agreement howsoever arising shall be limited to a sum equal to the total Fee actually paid to us in respect of the Services in relation to which the claim or demand is made or if greater the amount insured and actually recoverable under our insurance.
10.3 We shall not be liable for any indirect or consequential loss, loss of sales, loss of profit, loss of production, loss of opportunity, loss or damage to goodwill, loss of reputation, loss or corruption of data, and any packaging or distribution costs.
10.4 We shall not be liable for any losses/costs incurred as a result of changes to the Work by you or a third party.
10.5 If the Services includes the provision of subcontractors by us then we will advise on and procure the services of subcontractors who we are satisfied are reasonably professionally competent but otherwise we shall not be liable for the acts or omissions of subcontractors.
10.6 Where an error is found in any delivered work (of whatever nature), which is our responsibility then to the extent permitted by law, our liability shall be limited to correcting or replacing the work (at our discretion).
10.7 You accept reasonable tolerances in relation to the Services including but not limited to those in respect of overs/unders, colour and finish.
10.8 We shall not be responsible for any errors apparent in artwork, copy or proofs that have been signed off by you or your behalf.
10.9 We will not be responsible for any colour discrepancy with design work created as part of the Services, unless we have signed off printed proofs in an appropriate form prior to printing.
10.10 We shall not be responsible for any dissatisfaction attributable to the provision of incorrect information supplied by you or your agents and suppliers or any changes made by you and/or your agents or suppliers which affects the Services delivered by us and we should not be expected to question any such information or change.
10.11 Where we acquire imagery or other third party material for incorporation in Work then we do so upon the terms of the provider and you shall be expected to make yourself aware of and observe any limitations and restrictions. Usage (duration, geographical area and purpose) will be sufficient only for the brief upon which we are engaged. We shall not be responsible for any breach by you of the negotiated usage and you indemnify us against all costs claims and liabilities if you are in breach.
10.12 We will where appropriate as part of our Services (usually forming part of a Programme) indicate the scope of its compatibility with specific browsers (unless otherwise agreed the Work will only support the latest two versions of agreed browsers) but shall not be liable (beyond agreed bug fixes after launch) for any browser support problems which subsequently arise outside of the scope of our agreed browser compatibility obligations.
10.13 Save to the extent that we are in breach of our obligations under clause 7.14 of this agreement, you will indemnify us and our officers, directors, agents and employees against any loss, claims, damages, liabilities and expenses we may incur as the result of:
10.13.1 any material prepared or commissioned for you by us and approved by you before publication;
10.13.2 any cancellation of, or amendment to, the Programme by you;
10.13.3 the use of your property; and
10.13.4 the acts and omissions of you and your employees and agents in the performance of your obligations under these Terms.
10.14 We shall not be liable to you for any act or omission to the extent that such act or omission arises from any event outside our reasonable control. If we are prevented from fulfilling our obligations under these Terms by reason of any event outside our reasonable control, we shall not be liable for any breach of contract and shall be entitled, without any liability to you, to extend the time or times for delivery of the Services or for performing our obligations pursuant to the agreement by a period at least equivalent to that during which such delivery or performance has been prevented by such event.
11. Termination Provisions
11.1 The agreement in respect of specific work shall terminate automatically upon completion of the Programme and payment in full having been made by you in accordance with these Terms but this shall not affect any ongoing retainer obligations of either party.
11.2 The agreement may also be terminated by either party giving the other not less than 1 months’ notice in writing.
11.3 Our respective rights, duties and responsibilities shall continue in full force during the period of notice.
11.4 Clauses 7, 8, 10, 11, 12, 13 and 15 shall survive termination of the agreement.
11.5 We shall be entitled to receive the Fee during the period of notice. If the amount of that Fee cannot be agreed then the amount payable will be calculated on the basis of the average Fee paid during the four months, or such shorter period as is applicable, prior to the date of termination. In addition we will during the notice period continue to invoice you for all other materials and services authorised by you which we provide and perform, and any payment due to a third party in connection with the Services which cannot be cancelled
11.6 In addition to the provisions of clause 11.4 in the event that the notice of termination under clause 11.2 is given by you then we will also be entitled to receive 50% of the agreed Fee that would have been payable, in respect of the period from the date of termination until completion of the Service. On termination you shall remain liable for all sums due to us and any third parties under these Terms up to and including any notice period, and any payment due to third parties in connection with the Service which cannot be cancelled.
11.7 The termination shall not affect our respective rights or remedies in respect of any antecedent breach of these Terms.
11.8 The termination shall not affect any provisions in these Terms which are expressed to remain in full force and effect notwithstanding such termination.
11.9 Following cancellation by you but subject to the payment to us of the full Fee or appropriate part of the Contract Price and other payments pursuant to this clause 11, you shall be entitled to select and will receive intellectual property rights in accordance with clause 7 in one of the design solutions/concepts that have been presented to you prior to the date of cancellation. Unless you make the payment in full you will receive no rights in any intellectual property arising from the Service.
11.10 Any materials relating to any design solutions presented by us prior to cancellation (save that selected pursuant to clause 11.8 above) shall be returned forthwith.
11.11 We shall be entitled to cancel the Agreement immediately if any part of the Contract Price (for any work being undertaken for you) is outstanding (but not formally disputed) 30 days after the due date or if you shall go into liquidation, receivership (or if proceedings are issued in relation thereto) or equivalent or if it shall enter into an agreement with its creditors. In such circumstances the provision of clause 11.9 shall not apply and you shall receive no intellectual property or rights therein.
11.12 We reserve the right to cancel the contract immediately if in our reasonable opinion the continuing involvement with you or the Service might be inappropriate in the circumstances (such as where the relationship has, in our opinion, broken down) or is or might be damaging to our goodwill and reputation, or where the nature of the project has materially changed or where you undergo a change of control. In such circumstances we will be entitled to be paid for all of our work up until the date of termination and you shall receive rights in accordance with clause 11.9
12. Confidential Information
12.1 In this clause, ‘Confidential Information’ means all and any information concerning our or your business or finances, including (without limitation) all recommendations, concepts and materials shown by us to you.
12.2 We rely upon you to inform us if any information or material supplied to us in connection with the provision of the Services is particularly confidential and, where appropriate, all such materials supplied to us should be marked accordingly.
12.3 Subject to clause 12.5, you shall not at any time use or disclose without our permission any Confidential Information relating to us or our business or disclose the contents of or make any documents supplied by us in connection with the Programme available to any third party, either in whole or in part, or use them for any purposes other than those for which they were handed over, or make any copies of such documents.
12.4 Subject to clause 12.5, we acknowledge a duty not at any time to disclose without your permission any Confidential Information relating to you or your business which is acquired as a result of studies or surveys by us or otherwise.
12.5 The provisions of clause 12.3 and 12.4 do not apply to information already in the public domain or information which comes into the public domain other than as a result of a breach of these Terms or which we or you are required to disclose pursuant to any statute, regulation or order of any court or regulatory authority.
12.6 You acknowledge our right to use as we see fit any general promotional intelligence gained about your products, services or market which we gain in the course of the Programme.
13. Publicity & Examples
13.1 Once the Services have been made available to the public or have been disclosed to third parties in a non-confidential environment, we shall have a reasonable right of publicity (including the inclusion in any book or publication or collection of our work) in respect of the Work (and its use by you) created during the Services (including publicity on our website) and you will provide us with at least six samples of any printed work derived from the Services for the promotion of its business. This right is unlimited in duration.
13.2 We shall have the right to identify ourselves in a reasonable manner as the provider of the Services to the you.
13.3 We reserve the right to display all aspects of our Creative Work, including sketches, work-in-progress designs and the completed project in our portfolio and on websites, social media, magazines and in books.
13.4 You shall give reasonable attribution to us as the creator of the work arising from the Services.
13.5 We reserve the right, where we consider it appropriate, to require any reference or attribution to be removed from work provided as part of the Services.
13.6 Nothing in this clause shall compromise our moral rights in respect of the work created by us as part of the Services.
14. Data Protection
14.1 We shall at all times comply with our obligations under the United Kingdom law and regulation on data protection including the Data Protection Act 2018 (“Data Protection Requirements”) to ensure that personal data we control or process remains confidential. Personal data will only be used for a permitted purpose and for a reasonable time and subject to any legal or regulatory requirements, will be deleted or corrected within a reasonable time following a written request to us.
14.2 We may use data we control or process in connection with the Services to create or update records held by us relating to any matter(s), including without limitation for the purpose of product, market or credit analysis, and statistical compilation. We will not transfer personal data that we receive from you in connection with the delivery of the Services out of the European Economic Area without your prior consent. Nor will we disclose personal data to third parties without first obtaining your consent unless there is a technical, legal or regulatory reason for not doing so.
14.3 In this clause, references to “you” shall be deemed to include (but without limitation) officers, employees, contractors and agents in relation to whom we receive personal data arising out of or in connection with our dealings with you. You may request that we provide a statement of how any personal data has been used within a reasonable time so that compliance may be audited.
14.4 We shall take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss and destruction of, or damage to, personal data.
14.5 Where you receive personal data from us you accept full responsibility for compliance with all applicable legal, regulatory and contractual requirements. We accept no liability for any improper or unauthorised holding, storage and processing of such data by you. In the event that any such use gives rise to any third party claim against us for loss, damage or expense, you agree to indemnify us in respect of all losses and expenses so-incurred. You shall assist us in meeting our obligations under Data Protection Requirements, in particular, obligations relating to security of processing, the notification of personal data breaches and data protection impact assessments.
14.6 You warrant that where you pass personal data to us as a data controller or processor you shall have entered into agreements with your customers and suppliers which are compliant with your obligations pursuant to the Data Protection Requirements.
15. Restrictions
15.1 You agree that whilst we are providing Services to you and for a period of twelve months thereafter you shall not:
15.1.1 approach (directly or indirectly) any of our employees, consultants or freelancers of regarding the possibility of them providing services directly to you independent of us; or
15.1.2 contract directly with any subcontractor or supplier of ours in a manner that might disrupt our relationship with that subcontractor or supplier.
16. General
16.1 The Agreement represents the entire agreement and understanding between us and you (and therefore supersede any previous agreement or arrangements).
16.2 Any delay by us or indulgence in relation to breach of these Terms shall not prevent their subsequent enforcement and shall not be deemed to be a waiver of any subsequent breach.
16.3 We reserve the right to use the services of people other than our own employees and executives when carrying out the Programme.
16.4 Any notice required to be given under these Terms shall be in writing and delivered personally or sent by first class post to our or your registered office for the time being as the case may be, or by email to the most senior individual at the other party who has been associated with the project. It shall be the responsibility of the party giving the notice to prove safe delivery. Notices shall be deemed delivered upon actual delivery if during normal business hours but otherwise upon the start of the next business day.
16.5 These Terms shall be governed by and construed in accordance with English law and you and we submit to the exclusive jurisdiction of the English courts.