Please ensure that you read, understand and agree to our Terms and Conditions (listed in full below) before asking us to undertake any work. These terms will form the basis of our legal contract between each other, alongside the detailed activity proposals which we provide you with.
LINK COM CONSULTING LTD T/A LINK COMMUNICATION
TERMS OF TRADING
For the supply promotion staff, leaflet distribution, field marketing, brand experience, ambient media services and/or the design and manufacture of printed materials.
1. DEFINITIONS & INTERPRETATION
1.1 In these terms and conditions, the following words and phrases shall have the meanings ascribed to them below:
Campaign Contract: the document detailing the Services and/or Goods which may incorporate or make reference to a campaign or activity proposal document;
Charges: the charges set out in the Campaign Contract relating to the Services and/or Goods;
Client: the company, person or party detailed in the Campaign Contract;
Conditions: means these terms and conditions;
Contract: means the contract between Link and the Client relating to the supply of Goods and/or Services as set out in the Campaign Contract;
Credit Facility: means the extension of credit terms for the payment of the Charges to the Client as evidenced in writing;
Expenses: means the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by Link in connection with the Services;
Goods: means any items or materials produced or procured for or on behalf of the Client by Link (including, without limitation, printed material and equipment), the ownership of which is intended to pass to the Client according to condition 12.2;
Intellectual Property Rights: means copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered;
Link: means Link Com Consulting Ltd (company no. 9600280) whose registered office is at 47 Kent Rd, Leeds LS28 9BB;
Payment Terms: means the terms for payment of the Charges (if any) detailed in the Campaign Contract or Credit Facility;
Services: means the services to be supplied to the Client by Link under the Contract;
2. APPLICATION OF CONDITIONS
2.1 The Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any Campaign Contract, confirmation of order, specification, other document, trade custom, practice or course of dealing), which, together with the Campaign Contract, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it, superseding any previous agreement between the parties relating to such matters.
3.1 Link warrants that all Goods and Services shall be:
(a) supplied in accordance with the Campaign Contract;
(b) (in respect of the Goods) of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(c) (in respect of the Services) provided using reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982.
3.2 Link shall not be liable for a breach of a warranty given in condition 3.1 unless the Client gives Link written notice of the defect in the Goods or Services within 48 hours of the performance of the relevant element of the Services or delivery of the Goods (as appropriate).
3.3 The Client acknowledges that due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed work will be deemed acceptable unless otherwise agreed in writing.
3.4 If any Services or Goods do not conform to a warranty given at condition 3.1 Link may (at its option) re-perform the Services or re-supply the Goods (as appropriate), or refund the pro-rata portion of the Charges relating of the element of the Contract that breached the warranty.
3.5 Link shall have no further liability and the Client shall have no claim for a breach of the warranty in condition 3.1 if Link fully complies with condition 3.4.
4. BASIS OF SUPPLY
4.1 The offer of the Campaign Contract is valid for 30 days from the date of issue but Link may withdraw the Campaign Contract at any time by written notice to the Client.
4.2 For the avoidance of doubt, the Campaign Contract represents an offer of Goods and/or Services that is capable of acceptance by the Client in the manner described on it or by the despatch of any Goods and/or the commencement of any Services (whichever occurs sooner).
4.3 Unless otherwise provided for in the Campaign Contract, the Client acknowledges that in entering into the Contract, it has:
(a) fully satisfied itself that the Goods and/or Services are suitable for its own requirements; and
(b) recognises that no specific outcome from the performance of the Services can in any way be warranted or guaranteed.
4.4 Any advice or recommendation given by Link or its employees, contractors or agents to the Client or its employees, contractors or agents about the Goods and/or Services which are not confirmed in writing by a director of Link is followed or acted on entirely at the Client’s own risk.
4.5 The Client recognises that when a Contract has been formed Link will make its own arrangements with its employees, sub-contractors and suppliers to fulfil that Contract, incurring cost and expense. Therefore, the Client may not alter the Contract once agreed without the written agreement of Link.
5.1 The description of Services and/or Goods to be provided under the Contract shall be set out in the Campaign Contract.
5.2 All samples, drawings, descriptive matter and specifications issued by Link, and any descriptions or illustrations contained in Link’s catalogues, testimonials or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
5.3 Any typographical, clerical or other error or omission in the Campaign Contract, any sales literature, price list, invoice or other document or information issued by Link shall be subject to correction without any liability on the part of Link.
6. CLIENT OBLIGATIONS
6.1 The Client shall fully co-operate with Link in its performance of the Contract.
6.2 The Client shall provide Link in a timely manner such information as Link may reasonably request, and ensure that such information is accurate in all material respects.
7. INVOICING AND PAYMENT TERMS
7.1 If the Client does not have the benefit of a Credit Facility Link shall raise an invoice for payment of the Charges at the point of the Contract being agreed, which invoice shall be payable immediately following receipt and prior to the commencement of any of Link’s obligations under the Contract.
7.2 If the Client has the benefit of a Credit Facility, Link shall issue an invoice for the payment of the Charges and any Expenses in accordance with the Payment Terms and the Client shall pay such invoice also in accordance with such Payment Terms.
7.3 Time for payment of every invoice shall be of the essence.
7.4 The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Link to the Client.
7.5 If the Client fails to pay Link any sum due pursuant to the Contract, without prejudice to any other right or remedy available to Link:
(a) the Client shall be liable to pay interest to Link on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. Link reserves the right to claim interest, compensation and costs under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) Link may suspend further performance of the Services or delivery of the Goods and exercise a general lien on all goods and property belonging to the Client in its possession, exercisable in respect of all sums lawfully due from the Client to Link. Link shall be entitled, on the expiry of fourteen (14) days’ notice in writing, to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.
8. DELIVERY / PERFORMANCE
8.1 Delivery of the Goods shall be made to Link’s premises and the performance of the Services shall be at the location(s) detailed in the Campaign Contract.
8.2 Any date specified by Link for delivery of the Goods is intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
8.3 If for any reason Link is unable to perform the Services or deliver the Goods on the date specified in the Campaign Contract because the Client has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Client (including for loss or damage caused by Link’s negligence);
(b) the Services shall be deemed to be performed and the Goods delivered (as applicable); and
(c) (in relation to Goods) Link may store the Goods until they are to be used or sent to the Client, whereupon the Client shall be liable for all related costs and expenses.
8.4 Any number of Goods or other items or materials estimated in the Campaign Contract to be distributed or obtained by Link during the performance of the Services shall be an estimate only, and there is no guarantee or warranty that all estimate numbers will be delivered or obtained within the allotted time and/or staff resource set out in the Campaign Contract.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights in any deliverables created by Link in its performance of the Contract shall, subject to payment of the applicable Charges, be assigned to the Client.
9.2 Neither party shall acquire or claim any title to any of the other’s Intellectual Property Rights and will not, at any time, do, or omit to do, anything which is likely to prejudice the other’s ownership of such Intellectual Property Rights.
9.3 The Client warrants that any material it provides Link with does not infringe any third party’s Intellectual Property Rights and hereby indemnifies Link against any cost, damages or expenses Link incurs as a result of any breach of this warranty.
10.1 Without prejudice to any other rights Link may have under the Contract, at any time during the Contract, Link shall have the right to terminate the Contract on written notice to the Client, with immediate effect, if the Client:
(a) breaches any of the Conditions and such breach is not capable or remedy;
(b) breaches any of the Conditions and if such breach is remediable, fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do
(c) shall have a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors; or
(d) suspends or ceases or threatens to suspend or cease, to carry on all or a substantial part of its trade or business.
10.2 Termination of the Contract (however occasioned) shall not affect any accrued rights or liabilities of either party.
11. LIMITATION OF LIABILITY
11.1 The following provisions set out the entire financial liability of Link (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of the Contract and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 Nothing in these conditions excludes or limits the liability of Link for death or personal injury caused by Link’s negligence for any matter which it would be illegal for Link to exclude or attempt to exclude its liability including (without limitation) for fraud or fraudulent misrepresentation.
11.3 Subject to conditions 11.1 and 11.2:
(a) Link 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 indirect or consequential loss arising under or in connection with the Contract; and
(b) Link’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed a sum of money which is equal to 110% of the Charges.
11.4 Except as otherwise provided for under these Conditions, all other warranties, conditions and other terms implied by statute (including the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982) or common law are, to the fullest extent permitted by law, excluded from the Contract.
12. OWNERSHIP OF MATERIALS
12.1 With the exception of Goods, all materials, goods, props, costumes, equipment, tools, drawings, specifications and data supplied by Link to the Client shall at all times be and remain the exclusive property of Link unless clearly stipulated in the Campaign Contract to the contrary. If the Client has agreed to store any such items it shall do so in safe custody at its own risk, maintaining and keeping it in good condition until it is returned to Link, and shall not be disposed of or used other than in accordance with Link’s written instructions or authorisation.
12.2 The ownership in any Goods to be sold to the Client under the Contract shall not pass until the Charges have been paid in full by the Client. If said goods are not collected by Client within 30 days of Contract termination, Link reserve the right to recycle, repurpose or otherwise dispose of all equipment created for the purpose of the Contract.
13. UNFORESEEABLE DELAYS
Link reserves the right to defer the performance of the Contract (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Link including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other employment disputes (whether or not relating to either party’s workforce), issues associated with the illness or injury of key employees or contractors, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
14.1 Link may assign the Contract or any part of it to any third party. The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of Link.
14.2 Each right or remedy of Link under the Contract is without prejudice to any other right or remedy of Link whether under the Contract or not.
14.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.4 Failure or delay by Link in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
14.5 Any waiver by Link of any breach of, or any default under, any provision of the Contract by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
14.6 Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Contract. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of the Contract.
14.7 Link and the Client shall keep in strict confidence all technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other, and any other confidential information concerning the respective party’s business which the other party may obtain, and this condition 14.7 shall survive termination of the Contract, however arising.
14.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.9 If a licence, consent, permission or any government or other authority is required in relation to the Contract, the Client shall obtain the licence or consent at its own expense and if requested, produce the evidence to Link on demand unless the Campaign Contract specifies that Link shall procure the same in which case Link shall use its reasonable endeavours to secure it. In any event failure to obtain any licence or consent shall not entitle the Client withhold or delay payment or terminate the Contract except in the case of any negligence on the part of Link.
14.10 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.11 The parties agree that they shall issue, or use their best endeavours to procure the transfer of any court proceedings brought relating to the Contract to the courts in Leeds insofar as this condition does not offend the operation or orders of the courts or the civil procedure rules.