Terms & Conditions
Terms and Conditions – Little Seed Group
All clients are subject to the below terms and conditions, so make sure you are clear on how Little Seed Group works. If you have any questions, then please let us know and we’ll be happy to answer them for you.
1.1 In these terms of business, the following words shall have the following meanings:
“Consultant” means Ellen Cole trading as Little Seed Group.
“Client” means the company/sole trader purchasing the Services.
“Services” means the provision by the Consultant which was agreed and signed for by both parties (as outlined in the proposal). The services shall not include which the Consultant reasonably deems to be project work, namely work that falls outside of those highlighted in the signed contract. Additional services will incur an additional fee which will be agreed between the Parties.
2 ORDER ACCEPTANCE
2.1 These Terms of Business are the only terms and conditions upon which the Consultant supplies the Services.
2.2 A signed contract is required in advance to ensure that the Consultant can commence the order in a timely manner. Invoices need to be in advanced each month and will be agreed from the start. If the work is project-based then the fee will need to be paid in full before work commences. If the project-based work is over £400, then a payment plan agreement can be arranged.
2.3 The Consultant has the right to refuse an acceptance of an order.
3 SERVICE PROVISIONS
3.1 The Consultant warrants to the Client that the Services will be provided using reasonable care and skill. The Consultant would expect the Client to comply with its contractual obligations including providing advance notice of projects and changes within their businesses.
3.2 The Consultant may require to make reasonable adjustments in order to supply the Services, and ensure that such information is accurate in all material respects. This may include obtaining and maintaining all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
3.3 The Consultant guarantees that the Services supplied by it shall comply with the specification contained in each contract and in the absence of any such specification shall comply with the Consultant’s appropriate specification.
3.4 The Consultant shall not be liable for any loss caused to Client’s goods whilst in the Consultant’s possession. The Consultant shall not be liable for samples, or products of the Client, which are sent to the Media, as part of publicity activity.
3.5 Third party products supplied and/or sub sublicensed by the Consultant as part of the Services will be supplied in accordance with the relevant supplier’s applicable terms. The Client agrees that it will at all times comply with the provisions of such standard terms.
3.6 In the event of a limited time scale for the provision of the Service (in particular a project based service), the Consultant will advise the client of a project completion date and will offer the client the opportunity to further continue the project for a further fee, if deemed extra hours would be beneficial.
3.7 With the supply of Marketing, Public Relations and Social Media services, the Consultant provides no guarantees as to the outcomes to be gained for the Client. The Consultant cannot be liable for any content created by the media, with reference to the Client.
4 CLIENT RESPONSIBILITIES
4.1 The Client acknowledges that the Consultant’s ability to provide the Services is dependent upon the full and prompt co-operation of the Client (which the Client agrees to provide) as well as the accuracy and completeness of any information and data the Client provides to the Consultant. Accordingly, the Client shall in a timely manner provide the Consultant with access to, and use of, all information, data and documentation reasonably required by the Consultant for the performance by the Consultant of its obligations under these Terms of Business.
4.2 The Client agrees to follow the Consultant’s reasonable instructions and procedures with respect to the Services. The Client agrees to provide the Consultant with all relevant information and images, in an acceptable format.
4.3 The Consultant is under duty to ensure that any materials produced under a contract are legal, decent, honest and truthful. However the Consultant may not be an expert in respect of the subject matter of the contract and therefore the Client is responsible for the accuracy, completeness and for all descriptive, technical or proprietary aspects of the Services and shall indemnify the Consultant for any liability arising for a breach of this agreement.
4.4 The Consultant shall not be required to print any matter which in their opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights or any third party. The Consultant shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
5 FEES AND PAYMENT
5.1 The Consultant reserves the right to vary the price of the Services by any amount attributable to:
5.1.1 An alteration to the Service by reason of a variation in or lack of Client’s instructions.
5.1.2 Any variation of the rates of taxation or costs, third party changes or fluctuation in foreign exchange rates between the date of a contract and the date of delivery of the Service or completion of the payment.
5.2 Payments are required up-front as per the agreed payment terms, for all Marketing, PR and Social Media activity, irrespective of the publication date of media coverage. If the Client is purchasing training and consultancy services then full payment will need to be made upfront. Information on project-based work can be found in 2.2. No refunds are given on training and consultancy Services; however, they can be rescheduled with seven days’ notice. If the notice period is less than seven days, then the Client will have to purchase another training or consultancy Service.
5.3 Without limiting any other right or remedy of the Consultant, if the Client fails to make any payment due to the Consultant under the Agreement by the due date for payment (“Due Date”), the Consultant shall have the right to charge interest on the overdue amount at the rate of 6 per cent per annum above the then current Barclays Bank base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. If payment is delayed by five working days, the Consultant will suspend work on the campaign until payment is made.
5.4 The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any set-off or counterclaim against the Consultant in order to justify withholding payment of any such amount in whole or in part.
5.5 Time for payment is of the essence.
5.6 In the case of invoices for third party services, payment for the Services shall be made within 14 days of the date of invoice.
5.7 If The Consultant takes any legal, or other steps, for the recovery of any overdue payment, then the reasonable costs of all such steps shall be payable by the Client upon demand.
5.8 If the Client wishes to meet the Consultant there will be a charge for travel expenses. The fuel costs will be 45p per mile and the Consultant charges an hourly rate £50 to attend all additional face-to-face meetings.
6 LIMITATION OF LIABILITY
6.1 Nothing in these Conditions shall limit or exclude the Consultant’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or fraud or fraudulent misrepresentation.
6.2 Subject to clause 6.1:
6.2.1 the Consultant shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Agreement; and
6.2.2 the Consultant’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the fees paid by the Client to the Consultants for the Services under the Agreement.
6.3 Except as set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
6.4 The Consultant shall have no liability if Third Party Products breach, infringe or make unauthorised use of any third-party rights, save to the extent that the Consultant
7.1 Without limiting its other rights or remedies, each party may terminate the contract at the end of the Agreement by providing the other Party with two months’ written notice. If written notice is not given, then the contract will be automatically renewed on a rolling contract where two months’ written notice will need to be given by either Party to end the contract. If the other becomes insolvent, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events.
7.2 Without limiting its other rights or remedies, the Consultant may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due.
8.1 The Client shall be responsible for insuring all goods it provides to the Consultant for the purposes of the Services.
8.2 During the contract period, the Client agrees to have the Consultant has their Marketing, PR and/or Social Media representative and the Client gives permission to the Consultant that they may publicise the fact that they are representing the Client in any form of communication and promotional material.
9 THIRD PARTIES
9.1 A person who is not a party to the Agreement shall not have any rights under or in connection with it.
10.1 Any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing and signed by the Consultant.
11 LAW AND JURISDICTION
11.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
The above terms and conditions are copyrighted to Little Seed Group and cannot be reproduced, copied or amended to be used elsewhere.