Bpg Creative Support Services

Terms of Business

In the following references to 'the Company' shall mean BPG Creative Consulting Limited trading as BPG Creative Support Services.

1. Our Terms of Business

The Company aim to offer our clients a quality, professional and complete creative consultancy service designed to achieve pre agreed client objectives. These Terms of Business together with any accompanying letter of engagement set out the basis upon which we will provide our professional services to you. Unless we specifically agree otherwise in writing the Terms of Business should be read with and are subject to any accompanying letter of engagement and together these form the entire agreement between us to the terms of our retainer.

Unless otherwise agreed, and subject to the application of the current hourly rates and/or any separate letter of engagement, these Terms of Business shall apply to any future instruction or projects given by you to The Company. Your continuing instructions will amount to an acceptance of these Terms of Business. However, we will ask you to sign date and return a copy of the letter of engagement accompanying these Terms of Business and reserve the right not to start work on your behalf until we receive a signed and dated copy of this letter.

All contracts entered into and/or advice given by individuals who are members, employees or consultants of BPG are entered into and/or provided on behalf of The Company and not those individuals in a personal capacity.

2. Charges and Expenses

We generally calculate our charges as part of a project fee making reference to the estimated time spent in completing the project. Where there are additional requirements and instructions during the project outside of the letter of engagement the following rates are applied. Any estimate of our professional charges is provided only as a guide.

Our current hourly rates as of 1 st April 2008 in the following ranges;

Managing Partner	£100 - £125
Creative Director	£100 - £125
General Manager	£70 - £100
Design Associate	£25 - £50
Telesales/Database	£25 - £50
Mileage	40p per mile

In addition to any hourly charges, reasonable business and associated expenses will be charged. All rates and prices quoted are exclusive of VAT.

The Company reserves the right to charge the amount of any taxes, value added tax, duties or royalties, etc, which are payable, whether or not included on the estimate or invoice.

3. Payment Arrangements

All amounts stated are exclusive of VAT and VAT (at the prevailing rate) will be charged on all of our services. Unless agreed otherwise by us all invoices issued and payable in pounds sterling.

Our normal payment terms for project work undertaken is 25% on approval of the project plan, 50% during the project at stages of a maximum of 4 weekly periods and the remaining 25% on completion of the work.

Ongoing consultancy or retainer arrangements will be invoiced on a monthly basis. Unless otherwise agreed. Our invoices are payable within 7 days of issue. Overdue payments shall attract interest at a rate of 4% over HSBC Bank plc's base rate.

4. Confidentiality

Information of a confidential nature, which you provide to us, will be kept strictly confidential, subject to our obligations at law. However, if we are working on a matter in conjunction with your other advisors, we will assume, unless you notify us otherwise, that we may disclose any such information to and discuss it with such other advisers as appropriate.

5. Preliminary or speculative work

All work carried out, whether experimentally or otherwise, at customer's request shall be charged. We do not enter into speculative work unless written confirmation is obtained from the Company beforehand.

6. The Company's undertakings

The Company warrants and undertakes to the Client that: the Company and the Company Participants will have the necessary skill and expertise to provide the services on the terms set out herein;

The Company will provide independent and unbiased advice to the Client in relation to the services; the services will be provided in a timely and professional manner and in accordance with the time schedules reasonably stipulated by the Client, will conform to the standards generally observed in the industry for similar services and will be provided with reasonable skill and care; no announcement or publicity concerning this Agreement or the Consultancy Services or any matter ancillary thereto shall be made by the Consultant without the prior written consent of the Client.

7. Copy

A charge will be made to cover any additional work involved where copy supplied is not clear and legible.

8. Proofs

Proofs of all work may be submitted for customer's approval and the Company shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer's alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Company's judgement, changes there from made by the customer shall be charged in addition.

9. Copyright

The customer shall be responsible for obtaining all necessary authority to reproduce pictures, artwork, photographs etc. The customer will indemnify the Company and their agents from any claim arising there from.

10. Company Imprint

Unless otherwise specifically requested in writing, all work will carry our company imprint which will be positioned at our discretion.

11. Completion Dates

No completion dates can be guaranteed unless specified in writing and confirmed by the Company's written acknowledgement confirmation. The Company shall not be liable for any costs arising from delays caused for whatever reason and shall not be liable for any claims for consequential loss arising from any delays.

12. Ownership

Any material produced (and the copyright thereof) by the Company, whether speculatively or by specific commission and whether paid for, or not, shall remain the property of the Company and shall not in any way be reproduced or otherwise used without the Company's written permission.

13. Claims

Any query regarding the invoice or the goods/services supplied must be made to the Company in writing within 7 days of invoice date or delivery date, whichever is the latest. Any query regarding non delivery must be made within 7 days of the invoice date. Claims outside this limit will not be considered. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that

it was not possible to comply with the requirements and
advice (where required) was given and the claim made as soon as reasonably possible.

14. Limitation of Liability

The Company act on behalf of the client at all times and the client as the ultimate authority to approve all work undertaken prior to any materials being utilised and/or reaching the public domain. The Company will provide goods and services to the best of its knowledge at the time and in good faith and accept no liability for loss or damages arising. This does not exclude our liability for death or personal injury caused by our own negligence.

15. Indemnity

The Company shall indemnify the Client and keep the Client fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which the Client may sustain or incur or which may be brought or established against it by any person and which in any case arises out of or in relation to or by reason of:

the negligence, recklessness or wilful misconduct of the Consultant or its employees in the provision of the Company Services;
the breach of any warranties and undertakings; or
any unauthorised act or omission of the Company or its employees

16. Insolvency

If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Company without prejudice to other remedies shall

have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him, and
in respect of all unpaid debts due from the customer have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

17. Illegal matters

The Company shall not be required to handle any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
The Company reserves the right to refuse to handle any matter which, in their opinion, may be prejudicial or detrimental to the good of the Company's business.
The Company shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material produced for the customer. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement in any claim.

18. Associated goods and services

Where the Company has been requested to source other goods or services on behalf of the customer then every effort will be made to ensure such goods or services are of a suitable quality. Where it is required that such goods or services are of a specific standard, then samples must be requested by the customer and any additional costs involved in providing those samples will be chargeable to the customer.

19. Force majeure

The company shall be under no liability if it shall be unable to carry out any provision of the contact for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may by written notice to the Company elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

20. Law

These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of England.