Terms & Conditions

1. Interpretation

In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:

  • "You/Your" means the person who purchases and/or receives the Service(s) from Us:
  • "Us/We/Our" means Ingenious, Jonathan Challenger, Address: 6 Forman House, Hucknall Road, Nottingham, NG5 1QZ;
  • "Agreement" means the Agreement between Us and You which shall be deemed to incorporate these Terms and the terms on any individual Order;
  • "Services" means the Services, including any goods and materials, detailed in the Order to be supplied by Us to You;
  • "Order" means the quotation and Terms provided by Us and signed and returned by You describing the Services requested by You and accepted by Us and detailing the estimated price to be paid and estimated timescales for delivery of the Services.

2. The Agreement

The Agreement shall be on these Terms, incorporating the terms on any Order, to the exclusion of all other terms and conditions. If any conflict arises between these Terms and the terms of the Order the terms of the Order shall prevail.

The Contract will commence when you sign and return your quotation together with these Terms and shall terminate upon delivery of the Services or as otherwise detailed in accordance with these Terms.

3. The Service

We will provide the Internet marketing consultancy and associated agency support services, which may include without limit, Internet marketing plans and reports, designs of materials and advertising and access to quality sub-contractors where required, on dates and at locations as are more specifically defined and confirmed within your Order.

4. Responsibilities

You are responsible for:

  • Providing any resources requested by Us within the timescales described.
  • Providing Us with complete and accurate information.
  • Checking final designs thoroughly.

We are responsible for:

  • Delivering the Services with all reasonable skill and care, and in full compliance of relevant established current professional standards.

5. Customer Satisfaction

We aim to deliver full customer satisfaction, to help Us do this You will be asked to review and approve a proof of any designs supplied as part of the Services prior to their completion. You must ensure You do so thoroughly as You will be entirely responsible for the accuracy of Your completed Order.

If mistakes are found that are as a result of an error by Us made after the proof has been approved We will make arrangements for the replacement of the incorrect items.

6. The Price

The price for the Services will be set out in the Order and excludes any 3rd party costs or the cost of materials which are not yet known but will form part of the Services, which if applicable will be agreed separately. Expenses will be charged in addition to the price for the Services and may include, without limitation, mileage at the Inland Revenue's then current rates and hotel expenses charged at cost. All expenses will be agreed prior to being incurred. Any additional work undertaken at Your request, or as a result of delays outside Our reasonable control will be charged separately at a day rate to be agreed. All sums due will be subject to any applicable UK taxation, including where relevant, VAT.

7. Payment

Payment for any, plans, designs and/or materials or for any 3rd party services requested as part of the Order will be payable in advance and within 7 days of placement of the Order. Further upfront or staged payments may be required should the assignment be lengthy or complex and if applicable will be detailed on your Order. Payment for the remaining balance of the Order will be required upon completion and within 14 days of the date on the invoice unless otherwise stated in the Order. Any queries relating to an invoice must be received within 7 days from the date on the invoice. If payment is in arrears late payment charges will be levied on a daily basis at 8% above the then current Bank of England base lending rate. We take non-payment very seriously and We will utilise all powers available to Us to secure payment including the use of debt recovery agents.

Payment should be made by cheque to Jonathan Challenger or by BACS to Jonathan Challenger, HSBC Bank, S/C 40-35-18, A/N 82439549 unless otherwise advised on your Order. Once an Order has been accepted the cancellation terms contained below apply. Where We have submitted designs and/or reports etc for Your approval You are requested to respond with Your required amendments or approval of Your chosen design within 30 days. After this time, if you have not contacted Us with Your requirements, We reserve the right to invoice You for the full amount quoted.

8. Cancellation

Either party may cancel this Agreement or any work requested under it on the provision of one months written notice.

In the event of cancellation We will be entitled to be paid for all work undertaken and reimbursed for all expenses incurred up to the date of termination.

Where You cancel this Agreement or any work requested under it with less than one months notice You will, in addition to being liable for the costs of all work undertaken and for all expenses incurred up to the date of termination, be liable to make a payment to Us of 50% of the fees that would have been due over the remainder of the assignment had the assignment not been cancelled. For the avoidance of doubt this clause applies to all assignments undertaken by Us, even in circumstances where Agreement signature takes place within 30 days of the proposed start date for the assignment.

9. Intellectual Property

All intellectual property rights, including copyright, design rights and know-how in or relating to any designs or other materials ("Information"), provided to You by Us, shall remain Our sole property or that of Our Licensors. Information may only be used and/or reproduced solely within Your business.

10. Liability

Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.

Notwithstanding the above and save in the case of death or personal injury cause caused by negligence for which the liability of the parties shall be unlimited, the parties liability under this Agreement shall be limited to the fees charged or £10,000 whichever is the lesser.

For the avoidance of doubt We shall not be liable for any loss or damage incurred as a result of any act or omission of the Customer, its employees, agents, representatives, 3rd party suppliers or any persons for which the Customer is at the relevant time responsible, including without limitation, failure to adhere to any element of advice or recommendations communicated to the Customer, whether in writing or verbally.

11. Force Majure

If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party's obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.

12. General

This Agreement represents the entire agreement between the parties and shall prevail over any conditions contained or referred to in any documents of the customer or otherwise. If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement which will otherwise remain in full force and effect.

These terms shall remain in force until altered in writing and signed by both parties. You may not assign this Agreement or any rights or obligations under it without Our prior written consent.

Unless otherwise agreed and subject to the application of the then current prices, these Terms of Business shall apply to any future instructions given by You to Us. This Agreement shall be governed by the laws of England and Wales.

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