The following terms and conditions refer to Sticky Click Ltd (“The Agency”) and its relationship with its clients and potential clients (“the Client”).

1. General Terms & Conditions of Business
   • 1.1 Scopes of work
     • 1.1.1. Scope of Works are valid for 30 days from the date of submission.
     • 1.1.2. Scope of Works are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any Scope of Work may therefore be subject to change should the client’s requirements change at any time.
     • 1.1.3. Unless otherwise stated, photography, stock images, delivery, copywriting and VAT will be charged extra.
     • 1.1.4. If the contract or hourly price has not been fixed for the term of a contract, our hourly rate of £100 will apply.
     • 1.1.5. The Agency reserves the right to alter the hourly rate at any time as business needs dictate.
     • 1.1.6. Scopes of Work are based on the Agency’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
     • 1.1.7. Any Scopes of Work given by The Agency detailing time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence, not are third party results guaranteed.
     • 1.1.8. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
   • 1.2 Methods
     • 1.2.1. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
     • 1.2.2. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop tiffs (300dpi min) for pictures. Any logos that need to be re-drawn will be charged extra at our hourly rate. 1.2.3. Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
     • 1.2.4. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
     • 1.2.5. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
     • 1.2.6. The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.
     • 1.2.7. When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.
     • 1.2.8. The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
   • 1.3 Invoices & Payment
     • 1.3.1. Payment must be made no more than 30 days after the date of invoice unless otherwise agreed in writing in advance.
     • 1.3.2. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
     • 1.3.3. All work remains copyrighted to the Agency until settlement of relevant fee account.
     • 1.3.4. All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.
     • 1.3.5. All payments must be in UK Pounds Sterling.
     • 1.3.6. All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.
     • 1.3.7. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
     • 1.3.8. The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise. A 50% rejection fee is applicable on all designs executed by the Agency should the Client cancel their contract/order.
     • 1.3.9. When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
     • 1.3.10. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
     • 1.3.11. If the Client’s payment is returned by the bank as unpaid for any reason, the Client will be liable for a charge of £50 for each occurrence.
   • 1.4 Proofing
     • 1.4.1. Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
     • 1.4.2. After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them.
   • 1.5 Insolvency
     • 1.5.1. If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
       • 1.5.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.
       • 1.5.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
   • 1.6 Information Provided by the Client
     • 1.6.1. The Client guarantees that the name, address and payment information provided when the Client places the Client’s order with the Agency will be correct and the Client agrees to notify the Agency of any changes in the name, address and/or payment details.
     • 1.6.2. The Client agrees that the Agency may disclose the Client’s name and address where any enquiries are made.
     • 1.6.3. The Client warrants that the Client possess the legal right and ability to enter into this Agreement and to use the Agency’s services in accordance with this Agreement.
   • 1.7 Indemnity
     • 1.7.1. The Client shall indemnify the Agency and keep the Agency indemnified and hold the Agency harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by the Agency in consequences of the Client’s breach or non-observance of this Agreement, or arising out of claims based upon or relating to the Agency’s work for the Client or any claim brought against the Agency by a third party resulting from the provision of any Services to the Client and the Client’s use of them.
     • 1.7.2. The Agency will notify the Client promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford the Client the opportunity to participate in the defence of such claim, provided that the Client’s participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.
   • 1.8 Limitation of Liability
     • 1.8.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.8.2.
     • 1.8.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
     • 1.8.3. In any event, no claim against the Agency shall be brought unless the Client has notified the Agency of the claim within one year of the issue arising.
     • 1.8.4. In no event shall the Agency be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
     • 1.8.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.
   • 1.9 General Terms
     • 1.9.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and the Client hereby submits to the non-exclusive jurisdiction of the English courts.
     • 1.9.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
     • 1.9.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
     • 1.9.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, the Client confirm that the Client have not relied on any representation other than those expressly stated in these terms and conditions and the Client agree that the Client shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
     • 1.9.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
     • 1.9.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
     • 1.9.7. The Client acknowledges that no joint venture, partnership, employment, or agency relationship exists between the Client and the Agency as a result of the Client’s use of these services. the Client agrees not to hold the Client’s self out as a representative, agent or employee of the Agency. the Client agrees that the Agency will not be liable by reason of any representation, act or omission to act by the Client.
     • 1.9.8. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
     • 1.9.9. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will not be deemed to be prejudiced.
     • 1.9.10. This Agreement takes effect on the date on which the Client orders our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
     • 1.9.11. the Client shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
   • 1.10 Termination
     • 1.10.1. Sticky Click Limited’s engagement with Client under this Agreement shall commence and end outlined in the above Scope of Work. 
     • 1.10.2. Retainer Termination (where monthly or quarterly management fees are in place)
       • 1.11.2.1. Should the client wish to terminate this agreement they can do so by providing 60 days written notice. A pro-rata service charge will be calculated and charged during the notice period.
       • 1.11.2.2. If funds for the full period have already been paid, these will be returned to the Client with the deduction of any bank charges, plus the 60 days notice period.
     • 1.10.3. Project Based termination (where a project fee is in place)
       • 1.11.3.1. 30 Days or more prior to project start date – 25% fee will be charged
       • 1.11.3.2. 14 days prior to project start date – 50% fee will be charged
   • 1.11 Paid media
     • 1.11.11 The Parties agree and acknowledge that Sticky Click Limited is an agency controlling budgets and paid media spend through various channels on behalf of the Client. These are controlled within agreed quarterly budget caps and The Agency has authority to implement spend on campaigns where agreed (verbally or in writing). 
     • 1.11.2. The client agrees that there may be up to 10% discrepancy in these budget caps, due to late or early charging by paid media channels and partners. Sticky Click is not responsible for any additional charges or taxes made by agreed paid media channels, nor billing or paying for media spend.
     • 1.11.3. If the Client has requested the Agency to hold paid media funds on their behalf, there will be a 1.5% charge to do so. 
     • 1.11.4. If the Client requests funds to be returned, this will be done within 30 days, is subject to bank transfer times and any bank charges will be passed on to the client or deducted from funds.