Terms & Conditions

1. AGREEMENT

• 1.1 The proposal set out above (the "Proposal") and the terms contained herein form the basis of the contract between the Client and Naked Ideas (the "Agreement").
• 1.2 The Client's request for services, purchase order or acceptance of a quotation from Naked Ideas (which shall remain valid for 30 days), constitutes an offer by the Client to purchase the Services (as defined in the Proposal) in accordance with this Agreement and will become legally binding upon receipt of a signed copy of this Agreement from the Client. In the event of failure by the Client to complete any of their obligations under this clause but in the absence of instructions to the contrary Naked Ideas reserves the right to commence work at the request of the Client and such instructions shall be deemed to constitute a binding contract.
• 1.3 For the avoidance of doubt this Agreement shall prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing and the Client's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern this Agreement.
• 1.4 This Agreement shall commence on the date specified in the Proposal and shall continue until the Services are completed in accordance with this Agreement or as otherwise specified in the Proposal (the #Term#) unless this Agreement is terminated in accordance with its terms.

2. THE SERVICES

• 2.1 In consideration for the payment of the fee set out in the Proposal (the "Fee") Naked Ideas shall provide the services as set out in the Proposal (the "Services") to the best of its ability, with all due skill and care, to the high standard to be reasonably expected from a top quality, reputable, competent and professional supplier of brand consultancy and design services.
• 2.2 Naked Ideas shall use reasonable endeavours to provide the Services, and to provide the Deliverables to the Client, in accordance in all material respects with the Proposal and shall use reasonable endeavours to meet any performance dates specified in the Proposal (the "Timetable"), but any such dates shall be estimates only and time shall not be of the essence of this Agreement.
• 2.3 Naked Ideas shall provide any on-going services as set out in the Proposal (the "On-going Services") in accordance with the terms of this Agreement and, in addition, any specific terms set out in the schedule to this Agreement. For the avoidance of doubt where there is any ambiguity the terms of the schedule shall apply in relation to the On-going Services.
• 2.4 Naked Ideas shall allocate suitable personnel with appropriate qualifications and/or experience to perform the Services and shall try to ensure consistency of such personnel. However, the Client acknowledges and agrees that it may be necessary (for instance due to illness, resignation and/or maternity leave) to replace such personnel from time to time.
• 2.5 If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing and Naked Ideas shall, within a reasonable time, provide a written estimate to the Client of the likely time required to implement the change; any variations to Naked Ideas' charges arising from the change; the likely effect of the change; and any other impact of the change on the terms of this agreement. Naked Ideas may charge for its time spent in assessing a request for change from the Client.
• 2.6 Naked Ideas may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. In addition Naked Ideas may, from time to time and subject to the Client's prior written consent, which shall not be unreasonably withheld or delayed, change the scope of the Services, provided that such changes do not materially affect the nature or quality of the Services and, where practicable, it will give the Client at least six weeks notice of any change.
• 2.7 If the Client wishes Naked Ideas to proceed with the change, Naked Ideas has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Services and any other relevant terms of this Agreement to take account of the change.
• 2.8 Naked Ideas will work with the Client to resolve any outstanding issues with the Deliverables (at the request of the Client) within the time frames agreed between the parties. The Client acknowledges that Naked Ideas reserves the right to adjust the Fee if such a request is deemed (at Naked Ideas' absolute discretion) over and above that contemplated by the Proposal or goes beyond accepted industry standard procedures for the acceptance testing of the Deliverables.

3. CLIENT'S OBLIGATIONS

• 3.1 The Client undertakes promptly to provide Naked Ideas with all information, assistance and materials that Naked Ideas reasonably requests from time to time to facilitate the proper and timely performance of the Services and shall use all reasonable endeavours to ensure that all information provided by it to Naked Ideas will be accurate and in a suitable format, and that it is entitled to provide the same to Naked Ideas for its use without recourse to any third party.
• 3.2 The Client further undertakes to ensure that all equipment used in the course of providing the Services is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant standards or requirements and that the Client has obtained and maintained all necessary licences and consents and comply with all relevant legislation in relation to the provision of the Services.
• 3.3 The Client hereby acknowledges that if Naked Ideas' performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, sub-contractors or employees, Naked Ideas shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
• 3.4 The Client shall not, without the prior written consent of the Naked Ideas, at any time from the date of this Agreement to the expiry of twelve months after the last date of supply of the Services solicit or entice away from Naked Ideas or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Naked Ideas in the provision of the Services.
• 3.5 The Client acknowledges and agrees that details of the Client's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Naked Ideas in connection with the Services.
• 3.6 The Client hereby acknowledges and permits Naked Ideas to refer to the Deliverables in its own promotional material and undertakes to include the name and contact details of Naked Ideas on any Deliverables and provide (where possible) a crosslink to Naked Ideas' own web-site.

CHARGES AND PAYMENT

• 4.1 The Client agrees to pay the Fees in the manner as is agreed between the parties. All sums referred to in this Agreement shall be payable in full without deduction, withholding or set-of and are exclusive of VAT and any other duty or tax, which shall (if and to the extent applicable) be payable by the Client within 14 days of receipt of a properly-raised VAT invoice from Naked Ideas.
• 4.2 In addition to the Fees, Naked Ideas shall charge the Client for all general operational expenses incurred by Naked Ideas in the performance of the Services (including but not limited to the expenses incurred in providing such items as photo processing, typography, diskettes, shipping, high resolution output). Such operational expenses shall be charged to the Client on a monthly basis in arrears.
• 4.3 Expenses not regarded as "operational expenses" (such as couriers, international telephone calls and faxes, photographic reproduction costs, copywriting, artwork, website development, animation, illustration, typesetting, translation, printing, merchandising, advertising, market research, exhibition and display materials, legal fees, travel and accommodation outside Greater London and major mailings) shall be charged to the Client at cost, subject to a 15 % handling fee. All non-operational expenses will normally be invoiced monthly in arrears, but may be invoiced in advance at Naked Ideas' absolute discretion.
• 4.4 If the Client is overdue with any payment hereunder, then without prejudice to Naked Ideas' other rights or remedies Naked Ideas may, but is not obliged to, claim interest on the overdue amount at an annual rate of 4% above the prevailing base rate of NatWest plc, which interest shall accrue on a daily basis from the date payment becomes due until Naked Ideas has received payment of the overdue amount together with all interest that has accrued.
• 4.5 In accordance with this Agreement Naked Ideas reserves the right to increase the Fees at any time during the term of this Agreement if the Client requires any services additional to those included within the Services such that Naked Ideas' workload is increased. All Fee increases shall be subject to the Client's prior approval (such approval not to be unreasonably withheld or delayed).
• 4.6 If the Client terminates this Agreement in any manner not expressly permitted by this Agreement, or cancels or alters its requirements for any Services after Naked Ideas has commenced work on such Services, the Client shall reimburse Naked Ideas for all costs, expenses, charges and losses incurred as a result of such termination, alteration or cancellation, including without limitation any costs, expenses or charges arising from the termination, alteration or cancellation of any contracts entered into and/or orders placed by Naked Ideas with third parties for the purpose of performing the Services for the Client.

6. LIMITATION OF LIABILITY

• 6.1 The Client acknowledges that this clause 6 sets out the entire financial liability of Naked Ideas (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of this Agreement; any use made by the Client of the Services, the Deliverables or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
• 6.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. However for the avoidance of doubt nothing in this Agreement limits or excludes the liability of Naked Ideas for death or personal injury resulting from negligence; or for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Naked Ideas.
• 6.3 Subject to the provisions of this clause 6 the Client hereby acknowledges that Naked Ideas shall not be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses and Naked Ideas' total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to 50% of the price paid for the Services.
• 6.4 For the avoidance of doubt the Client acknowledges that it shall remain wholly responsible for the entire content of and for all information contained in any Deliverables and Naked Ideas is not responsible for any liability which may result from dissemination of this information and content.

7. TERMINATION

• 7.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement at any time by providing the other with one month's prior written notice or such other notice as is otherwise agreed between the parties.
• 7.2 Either party may terminate this Agreement forthwith upon written notice to the other in the event of any material breach of this Agreement by the other party, which breach is not remedied (if remediable) within 30 days after the service of a written notice requiring the same or the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt.
• 7.3 On termination of this Agreement for any reason the Client shall immediately pay to Naked Ideas all of Naked Ideas' outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Naked Ideas may submit an invoice, which shall be payable immediately on receipt; return all of Naked Ideas' equipment and pre-existing materials and the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

8. GENERAL PROVISIONS

• 8.1 Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that such delay or failure results from any cause or circumstance beyond its reasonable control (an "event of force majeure"). If any event of force majeure occurs, the date(s) for performance of Naked Ideas' affected obligation(s) shall be postponed for as long as is made necessary by the event of force majeure. If any event of force majeure continues for a period of or exceeding 60 days either party may terminate this Agreement or cancel the affected Services immediately on written notice to the other party.
• 8.2 The Client may not assign, sub-license or sub-contract this Agreement or any of its rights or obligations hereunder without the prior written consent of Naked Ideas (such consent not to be unreasonably withheld), save that the Client may freely assign, sub-license or sub-contract its rights and/or obligations to its affiliates without Naked Ideas' consent. In the event of any authorised assignment, sub-license or sub-contracting pursuant to this clause, the transferring party shall remain fully responsible to the other party for the proper and complete discharge of all such obligations.
• 8.3 A notice under or in connection with this Agreement shall be in writing in the English language and shall be delivered personally or sent by first class post or by fax.
• 8.4 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
• 8.5 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
• 8.6 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently).
• 8.7 The parties shall at the requesting party's reasonable expenses do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by this Agreement.
• 8.8 The relationship of the parties is that of independent contractors dealing at arm's length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
• 8.9 Any valid alteration to or variation of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer.
• 8.10 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement
• 8.11 The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve ay dispute between them.
• 8.12 For the avoidance of doubt clause and schedule headings shall not affect the interpretation of these conditions; a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns; the schedules form part of this agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the schedules; words in the singular shall include the plural and vice versa; a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.; where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them; any obligation in this agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done and references to clauses and schedules are to the clauses and schedules of this agreement. This agreement has been entered into on the date stated at the beginning of it.