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Tangible Marketing Solutions - Standard Terms & Conditions

Definitions:  In these conditions the following terms shall have the following meanings:

"Conditions"

means these standard terms and conditions;

"Client"

means the individual, partnership, corporation or other legal entity named in the Letter of Agreement and on whose instructions the Services are conducted;

"Customer"

means the individual or company that the Company has identified for the Client. (where we have established a verbal agreement to contract with the Client);

"Letter of Agreement"

means the terms and conditions which constitute the entire agreement between the Company and the Client

"Services"

means work carried out by Tangible Marketing Solutions for the Client;

"Company"

means Tangible Marketing Solutions, a trading division of Wallace Stein & Company Limited (Registered in England No: 05207662) with offices at 10 Gibbet Hill Road, Coventry, CV4 7AJ;

 

1. General 
All quotations are made and all orders are accepted subject to these Conditions which override and exclude any other terms whether oral or written or as set out in a written contract comprised by the Company's Letter of Agreement which shall constitute the entire agreement between the Company and the Client. The Conditions or Letter of Agreement may only be varied in writing when signed (in the case of the Company) by one of its Directors or under the authority of a Director.  All previous verbal or written negotiation or representations by or on behalf of either the Company or the Client are superseded.

2. Completion of the Services
Unless specifically agreed in writing, any date for completion of the Services specified by the Company is an estimate only and any failure to complete the Services by that date shall not constitute a breach of contract or negligence, nor shall the Company be liable for the consequence of delay.  The duration of programmes is measured in units of hours or weeks and these units are for the purpose of billing only.  Any specific schedule agreed between the parties must be in writing and authorised by a Director of the Company.
 
3. Price  
The price quoted by the Company is based upon the Company's rates which operate at the date of quotation.  The Company reserves the right to revise the contract price to take account of increases in costs including currency fluctuations, wages, materials, postage, transport and overheads between those prevailing at the date of the contract and those at the date of completion of the Services.  In addition to the contract price the Client will reimburse the Company all expenses reasonably incurred by the Company, its employees and agents, in the carrying out and completion of the Services.

In the event of any alteration being required by the Customer in the terms criteria basis or duration of the Services or if ten percent of the data supplied by the Client is inapplicable duplicated or in any other way unusable, or if any variation is (in the opinion of the Company) necessary to complete the work the Company shall be entitled to make an appropriate adjustment to the contract price corresponding to such alteration or variation.  If the campaign is delayed, modified, rescheduled or halted at any time at the Client's request or as a result of the Client's breach of any of these terms, where operator time is lost as a result, the Company reserves the right to charge the Client fifty percent of the applicable hourly rate.

4. Payment 
Full payment shall be made by the Client as specified in the Letter of Agreement. If any invoice is not paid within 7 days of the due date, the Company will be entitled to charge interest at the rate determined by the operation of law.

The Client agrees to pay the Company for any legal and other reasonable costs that may be incurred in collecting any money owed to the Company.

Where payment on a results basis applies, the Client agrees that the Company's acquisition of the targeted result represents fully the extent of the contract between the Company and the Client. Except where the Client has established contact directly and an appointment has cancelled as a result, the contract is not complete where a cancellation of an appointment occurs prior to the appointment date through no fault of the Client or the Company.  In the case of a sale, the charge will apply at the point of the Client's acceptance of the Customer.

5. Termination  
The Contract or Letter of Agreement contract may be terminated forthwith by the Company if the Client fails to pay any sum due under the contract within 14 days of the due date for payment.  Any termination of the contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the contract.  Notice of termination for any other reason shall be at a minimum of four working weeks from either party.

6. Intellectual Property
Intellectual Property Rights Copyright, design, other industrial or intellectual property rights in the Services provided shall vest in the Company.

7. Non-Solicitation  
The Client undertakes that during the carrying out of the Services and for the period of 12 months following its termination or expiry it will not directly or by its agent or otherwise and whether for itself or for the benefit of any other person induce or endeavour to induce any officer or employee of the Company to leave his employment.  Should the Client wish to employ an employee of the Company on a direct basis, then such action will constitute a purchase and would be subject to a commission placement.  Such commission shall be based upon 16% of the annualised salary.

8. Liability  
Subject to the Unfair Contract Terms Act 1977, all implied terms, conditions and warranties are excluded and the Company's liability in relation to any claim (whether for breach of contract or in tort) shall not, in any circumstances, exceed the contract price.

Except in respect of personal injury or death caused by the Company's negligence the Company shall not be liable to the Client by reason of any representation or implied term or advice, condition or warranty, or any duty at common law or under statute, or under the terms of the contract between the Company and the Client for any consequential loss or damage (however caused) arising from or in connection with the Services. 

All advice and information given by the Company to the Client (in whatever form and whether printed, written or verbal) is given without liability or responsibility on the part of the Company and its employees.  The Company accepts no responsibility to the Client or to any third party for the whole or any part of such advice and information, and the Client shall indemnify the Company against any liability, claim, loss, damage, costs or expenses arising out of any third party relying upon it.

The Company undertakes its work on the Client's behalf using its reasonable endeavours and taking all precautionary measures and provisions as may reasonably be expected. 

The Client will indemnify and keep indemnified the Company against any claims, liabilities costs or expenses of any nature whatsoever (including court costs and legal fees) suffered by anybody whomsoever ensuing from or connected with the Services or any services rendered or work undertaken by the Company or by third parties we have contracted with.

9. Rights on Customer's Default or Insolvency  
Without prejudice to any other rights which it may have against the Client the Company may rescind the contract or suspend performance of it, in whole or in part if the Client becomes bankrupt or insolvent or enters into any composition or arrangement with the Client's creditors, or in the event of a resolution being passed or proceedings commenced for the liquidation of the Client (other than for a voluntary winding-up for the purpose of reconstruction or amalgamation), or if the Receiver, Administrative Receiver and/or Manager is appointed over all, or any part, of the Client's assets or undertaking.

10. Assignment 
The Company is entitled to assign the whole or any part of the contract where additional resource is required or where the Company deems it necessary for the performance of the contract.

11. Assistance  
The Client shall nominate a representative to liaise with the Company in its performance of the Services.  The Client shall give to the Company, and shall procure that its nominated representative and other employees, agents and relevant persons give to the Company, such advice and assistance (including the provision of documentation) as the Company requires to perform and complete the Services.

12. Force Majeure  
The Company shall be under no liability if it is prevented from, or delayed in, carrying out the whole or any part of the contract for any cause beyond its control.

13. Jurisdiction  
These Conditions are subject to English law and to the jurisdiction of the English Courts. The Conditions are not assignable by the Client.

14. Waiver  
No failure by the Company to enforce, or require strict compliance of, any term of the contract shall constitute a waiver thereof.  

15. Invalidity and Severability  
If any of these conditions shall be found by any court or administrative body of competent jurisdiction to be (in whole or in part) invalid or unenforceable that invalidity or unenforceability shall not affect the other conditions (or the remainder of the same condition) which shall continue in full force and effect.

 
Tangible Marketing Solutions, 38 West Street, Kings Cliffe, Peterborough, PE8 6XA
Telephone: 01780 322223   Email: click-to-reveal@tangiblemarketingsolutions.co.uk