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Idea Injector Standard Terms And Conditions

1 Definitions

1.1 "Client" means the person or organisation requesting and receiving the Services.

1.2 "Provider" means David Byers trading as Idea Injector.

1.3 "Services" means the services performed by the Provider for the Client under this Agreement.

1.4 "Proposal" means any offer, quotation, booking form, membership application or other written, electronic or online document that specifies the Services offer or requested.

2 Agreement

2.1 This agreement is between the Provider and the Client referred to in the Proposal.

2.2 These terms and conditions together with the associated Proposal for Services shall constitute a contract between the Provider and the Client. Any special terms and conditions stated in the Proposal are included in the contract and shall take precedence over these terms and conditions.

2.3 This agreement commences when the Proposal, having been signed and dated by the Client is signed and dated by the Provider. The Client's signature may be substituted by an official purchase order issued by the Client. The Provider's signature may be inferred by commencement of the Services.

2.4 Other documents that are referenced in this Agreement shall form part of this Agreement.

2.5 This Agreement sets out the entire Agreement between the Client and the Provider and supersedes all prior Agreements, representations, negotiations or understandings.

2.6 The Provider, in performing the Services to the Client, acts only as an independent contractor. The Provider does not undertake to perform any obligation of the Client, whether regulatory or contractual, or to assume any responsibility for the Client's business or operations.

3 Performance Of Services

3.1 The Services shall be performed by David Byers, his staff, agents or sub-contractors.

3.2 The Services may be performed at the Client's premises, the Provider's premises or at an independent venue. Where practical the Services may be provided remotely via electronic or other methods of communication.

3.3 Commencement and Completion

3.3.1 The Agreement shall commence on the date specified in the proposal.

3.3.2 The Agreement shall terminate on or before the date specified in the proposal (subject to receipt of all payments for invoices).

3.3.3 Where unexpected events or circumstances prevent the services being provided on or between the specified dates, those dates may be revised by the Provider or by agreement with the Client.

3.4 Variations To Services

3.4.1 Where the Client requires variations to the Services during the course of the Agreement the Client shall notify the Provider of this request in writing. Where the Provider agrees to the variations, acceptance shall be made in writing.

3.4.2 Where a variation is agreed, the Provider may revise the charges for performing the Services. Where the Provider identifies that additional Services are required, a further Proposal shall be issued to the Client.

3.5 Suspension Of Services

3.5.1 The Services may be suspended without notice by the Provider or Client where:
i) a dispute over the performance of the Services arises between the Client and the Provider
ii) the Client breaches any clause in this agreement
iii) payment of invoices does not comply with clause 3.8

3.5.2 In all cases payment shall be made for Services performed up to the time of suspension.

3.6 Termination Of The Agreement

3.6.1 The Services may be terminated without notice by the Provider where:
i) the Client materially breaches any clause in this agreement
ii) payment of invoices does not comply with the agreement
iii) the client enters administration, liquidation or a voluntary arrangement with creditors
iv)the client requires services that are illegal, unethical or immoral.

3.6.2 The services may be terminated by the client where:
i) the Provider materially breaches any clause in this agreement and the breach is not rectified within 15 days
ii) the Client's circumstances change such that the Services are no longer necessary.

3.6.3 In all cases payment shall be made for Services performed up to the time of termination.

3.6.4 Where the agreement is terminated under clause 3.6 no transfer of any copyright due to the Client shall be made.

3.7 Client Responsibilities

3.7.1 The Client shall make available information, documents, and any other resources when and where necessary to enable the Provider to perform and complete the Services.

3.7.2 The Client acknowledges that the performance by the Provider of its obligations hereunder is dependent on the Client carrying out its responsibilities as set out in this Agreement, including, without limitation, those responsibilities set out in the Proposal and as otherwise agreed between the parties. The Client shall carry out all such responsibilities in a timely manner.

3.7.3 Unless specified otherwise the Client shall be responsible for any related products or services provided by third parties.

3.8 Fees, Charges And Payments

3.8.1 The Client shall pay the charges for the Services as specified in the Proposal. Charges may include membership fees, hourly / daily rates, retainers, call out fees, deposits, payments on behalf of the Client, travelling, subsistence and out of pocket expenses and any other amounts that may be due.

3.8.2 Charges exclude any relevant taxes which shall be payable by the Client at the then prevailing rate.

3.8.3 Charges for Services with a duration of one month or less may be changed at any time without notice.

3.8.4 Charges for Services with a duration of greater than one month, may be changed with one month's notice.

3.8.5 Charges may be revised as a result of agreed variations to the Services provided.

3.8.6 Where a deposit is specified in the Proposal, payment of the deposit is due immediately on signing. Full cleared payment must be made before the Services commence. Deposits are not refundable.

3.8.7 Invoices may be issued in advance of, during or on completion of the Services.

3.8.8 Where the Services exceed one month duration interim invoices may be issued covering the Services performed to that date.

3.8.9 Payment of an invoice is due on the date of the invoice.

3.8.10 Payments shall be made to David Byers.

3.8.11 Payments shall be in UK pounds Sterling.

3.8.12 Payment may be made by cash, bank transfer, Standing Order, Direct Debit, PayPal, cheque or other method specified in the Proposal.

3.8.13 Non-cash payments shall be regarded as received when cleared funds are available at the Providers bank.

3.8.14 If payment of any invoice is not received within 30 calendar days of the invoice date interest shall be added at 8% above the bank base rate in force at the overdue date as provided for by the Late Payment Act 1998.

3.8.15 If payment of any invoice is not received within 45 calendar days of the invoice date the remaining Services shall be suspended.

3.8.16 Where a payment is returned an additional charge of £50 shall be made.

3.8.17 Refunds may be made only where required by the Distance Selling Directive. Partial refunds shall be made only for the incomplete portion of the Services.

3.9 Provider Obligations

3.9.1 The Provider shall use reasonable efforts to carry out its obligations in accordance with this agreement.

4 Confidentiality And Privacy

4.1 The Provider shall take reasonable steps to keep personal details of the Client secure. The Provider shall use any personal information collected from the Provider lawfully and in accordance with the Data Protection Act.

4.2 Information shall not be passed to any third parties, subject to legal requirements or agreement by the Client.

4.3 Email and postal addresses may be used for marketing unless the Client requests not to receive this information.

4.4 Where cookies and similar tracking techniques are used on our web pages, these hold information essentail to the operation of the web site.

5 Intellectual Property

5.1 Copyright

5.1.1 All documents, designs, images, graphics, text content and other works produced by the Provider are copyright David Byers. All rights are reserved.

5.1.2 Where works are commissioned by the client as part of the Services, copyright of these works remains with the Provider until full cleared payment of all invoices for the Services is made. Copyright may then transferred to the Client.

5.1.3 Where documents are licenced under a Creative Commons Licence, the client agrees to comply with the terms of this licence.

6 Use Of Provider's Web Sites

6.1 Some of our web pages use cookies. A cookie is a text-only string of information that a website transfers to the cookie file of the browser on your computer's hard disk so that the website can remember who you are.

6.2 When you access our website or login to our secure area we send you an encrypted session cookie. A session cookie is a temporary cookie that only remains in the cookie file of your browser until you leave the site. This cookie is used to validate your access to different parts of the site.

6.3 Some of our web sites use Google Analytics or other analytical services. These use cookies to record how the sites are used. No specific personal information is recorded.

6.4 Links from other web sites to ours are permitted from Client sites or other interested parties. Link text and URL shall be provided by us.

6.5 Links may be added on our web site to clients' sites subject to relevance. The link shall indicate the purpose and/or relevance of the link. Please make requests to the Provider.

6.6 We have no control over external sites that we link to. If you find an inappropriate or broken link please let us know so we can remove it.

6.7 You may print or download to a local hard disk pages from our web sites for your personal or non-commercial use only.

7 Special Terms

7.1 Special terms between the Provider and the Client may be agreed and shall be confirmed in writing.

8 General

8.1 These Terms and Conditions are governed by the laws of England and Wales and shall be interpreted in accordance with the English courts.

8.2 The English courts shall have exclusive jurisdiction to settle any claim or dispute which might arise out of or in connection with these terms and conditions.

8.3 The Provider may amend these terms and conditions without notice.

8.4 Force Majeure. Neither party shall be liable to the other for any failure to fulfil obligations (other than payment obligations) caused by circumstances beyond its reasonable control. Both parties shall use reasonable endeavours to avoid or mitigate the effect of Force Majeure Events so as to recommence performance of their obligations as soon as reasonably possible. Where Services are delayed due to Force Majeure the completion date may be extended by an appropriate amount. If a Force Majeure event causes delay beyond 60 days the Agreement may be terminated.

8.4 Neither the Provider nor the Client shall have the power to assign or transfer any rights or obligations under this Agreement.

8.5 Failure or delay by the Provider to enforce compliance with the Terms and Conditions does not constitute a waiver of the Terms and Conditions.

8.6 None of the Terms and Conditions shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

8.7 Whenever under this Agreement one party is required to give notice to the other, such notice shall be deemed given when delivered to the other party in hand.

8.8 Either party may change its address for notification purposes from time to time by giving the other party prior written notice of the new address and the date upon which it shall become effective.

8.9 Headings are for convenience of reference only and shall not be taken into account in construing the terms of this Agreement.

8.10 Contact Information
David Byers
Telephone: 07726 910542
Text: 07726 910542
Email: david@ideainjector.co.uk
Address: 11 Oakhurst Road, Darlington, DL3 6SF, United Kingdom.

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What's Idea Injector?

It's me, David. I help businesses and non-profit organisations do better things in better ways.

David Byers, the Idea Injector

For a free and confidential initial chat about your situation, please call me, David, on 07726 910542.


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