Terms of Supply
- Meanings of Terms
- Contract
- Time Provisions and Delivery
- Review and Acceptance
- Change Orders
- Charges and Terms of Payment etc
- Assignment and sub-letting/Third Parties
- Legal Compliance
- Assets and intellectual property
- Breach of Confidence and Defamatory Content
- Indemnity
- Exclusions and Liability Limits
- Default and Insolvency
- Governing Law
"Assets" means the completed and final concept and creative materials (including 3rd party collateral) required for production of the Deliverables.
"Change Order" means any change to the Services specified in the Client"s Project Cost Estimate as provided in paragraph 4.
"Client" means the party named in the Project Cost Estimate and "you" and "your" shall be understood accordingly
"Deliverables" means the items to be produced by TSL from the Assets as listed in the Project Cost Estimate
"End of Test Report" means the test report issued with Deliverables for which technical, compatibility and functionality testing is required
"Master Files" means the files regardless of format containing the Assets
"Menu Production Brief" means TSL's web based production order menu of deliverables and unit costs
"Order Confirmation" means TSL's confirmation of final agreement to the Project Cost Estimate
"Project Cost Estimate" means TLS's cost estimate based upon the Client's completed Menu Production Brief
"Services" means TSL's services (including under any Change Orders) in producing the Deliverables.
The contract consists of these Terms of Supply, the Project Cost Estimate (including without limitation all relevant assumptions and dependencies, specifications or conditions) and the Order Confirmation.
The contract can only be amended by a Change Order as specified in paragraph 5 below.
Any other terms stipulated for or referred to by the Client are expressly negatived and no statement, promise, waiver or representation whatsoever whether written or verbal will have any contractual effect.
The contract (which forms the entire agreement between the Client and TSL in relation to its subject matter) is formed and comes into effect when TSL issue its Order Confirmation.
TSL's web tools including Dashboard, Project Timing Plan and Menu Production Brief are for guidance only and are excluded from any contractual effect.
TSL have no responsibility for the creative concepts or creative development components of the Assets which are outside the scope of the Contract.
TSL's obligations will not start until you supply the Master Files to us.
TSL will use all reasonable endeavours to complete the Services within any requested timeframe but delivery dates always remain estimates and no time of the essence obligation is undertaken.
You remain responsible throughout for the integration and time management of any third party supplier of Assets. TSL may charge additional costs at the unit costs specified in the Project Cost Estimate if our time is engaged in third party integration or time management to meet your critical timeframes.
On completion TSL will forward the Deliverables to you accompanied where applicable with an End of Test Report. Any inconsistencies with your completed Menu Production Brief must be notified to TSL within 5 days after which the Deliverables will be deemed accepted.
Unless otherwise stated in the Order Confirmation, two rounds of changes where the Deliverables involve Master File creation and one round of changes to all other Deliverables are included within the Project Cost Estimate.
Unless received by TSL in a single amalgamated document every change request will be treated as a separate change request. Any further change request must be made by formal Change Order as provided in paragraph 4 below.
TSL will supply the Deliverables and any End of Test Report with designated version numbers to indicate the latest version of the Deliverables or End of Test Report as the case may be. TSL's Services will be complete on delivery of the final version of the Deliverables.
The Client retains sole responsible for factual accuracy and final copy approval.
Changes to the Services listed in the Project Cost Estimate (other than complimentary changes referred to in paragraph 3) require a Change Order which must be notified by email or through the TSL OPEN Project Software, to the TSL Project Manager. Change Orders notified in more than one amalgamated document will be treated as separate Change Orders.
On receipt of a Change Order TSL will issue an amended Project Cost Estimate detailing the unit costs from the Menu Production Brief of completing the Change Order.
Written confirmation of the acceptance of the amended Project Cost Estimate must be received by TSL before any work will be undertaken on the Change Order.
Services will be invoiced at the rates stated in the Project Cost Estimate subject to any later Change Orders. VAT will be applied at the prevailing rate.
Invoices are payable within 30 days of issue date.
TSL may charge interest on any late payments under the Late Payment of Commercial Debts (Interest) Act 1998 (as later amended or substituted).
The Client may not assign this Contract or any right or obligation under it without TSL''s prior written consent.
No third party (including the Client's clients) can benefit under this contract under the Contracts (Rights of Third Parties) Act 1999).
The Client has sole responsibility for ensuring that the Assets and the Deliverables and their intended use comply in all respects with any applicable laws or regulatory requirements issued from time to time by any relevant statutory, governmental or self-regulatory bodies (including without limitation Advertising Standards Authority, the Lotteries Council and the Information Commissioner).
We may ask you to supply us with such information about the intended use of the Deliverables as is reasonably required to enable us to satisfy ourselves as to due legal compliance.
The Client has sole responsibility for ensuring that all intellectual property rights of whatever nature in the Master Files and Assets and any other documents or materials provided to us in connection with the Contract are owned by and/or validly licensed to you or your client.
The Client has sole responsibility for the content of the Assets and Master Files and for ensuring that nothing in the Deliverables breaches any confidentiality or privacy rights or is directly or indirectly defamatory.
You will indemnify and hold TSL harmless and compensate us in full on demand for all and any claims, losses and expenses whatsoever resulting from (1) our use of the Assets or Master Files or any other material furnished to us by you or (2) which result from any failure on your part to comply with applicable laws or regulations or (3) from any claim that any Deliverables infringe or are alleged to infringe any third party rights or represent a breach of privacy or confidence or are defamatory.
If TSL is unable to perform its obligations due to circumstances outside its reasonable control, provided it uses reasonable endeavours to avoid, mitigate or remove the causes of non-performance it will have no liability for such failure to perform.
All liability for economic loss (without limit including loss of profit whether direct or indirect), loss of future revenue, reputation or goodwill or anticipated savings is expressly excluded.
In any event TSL''s liability under this contract for any reason is limited to the price stated in the Project Cost Estimate.
The above provisions will not apply to any liability for personal injury or death.
If you default in any of your obligations or if you become bankrupt or insolvent, have a receiver or administrator appointed or are compulsorily or voluntarily wound up or if we genuinely believes on reasonable grounds that any of such events of insolvency may occur, we will be entitled, at our discretion without prejudice to any other remedy, to suspend the Services and/or to terminate the contract.
The contract is governed by English law and the English Courts shall have exclusive jurisdiction in all matters arising out of or connected to it.