Terms of Customer Agreement

Standard terms of business

These Standard Terms of Business are deemed to form part of the Agreement to which they are attached.

1. Co-operation

Alphamorr will co-operate fully with the Client and take the initiative in offering advice and services. The Client agrees to assist Alphamorr in the performance of these duties by making available to Alphamorr all relevant information and executive time as required.

2. Consultancy Status

Alphamorr acts in all contracts as a principal at law.

3. Exclusivity

Alphamorr will not represent conflicting interests, but may represent competing interests with the express consent of the parties concerned.

4. Disbursements and Expenses

Alphamorr’s service fees shall be exclusive of the following disbursements and expense items (which may not be an exhaustive list) relating to the Services:

a. Externally-designed advertising artwork and mechanical items
b. Artiste/celebrity fees
c. Couriers
d. Print services
e. Direct mail
f. Entertainment
g. Evaluation
h. Exhibition and display materials
i. Film production
j. External market research
k. Media monitoring subscriptions
l. Newspapers and magazine subscriptions
m. Photocopying and stationery
n. Photography and prints
o. Postage and packaging, telephone and telecommunications
p. Press material production and distribution
q. Special events, meetings, conferences etc
r. Specialist IT software
s. Storage
t. Trade mark search reports and related charges
u. Travel, accommodation and subsistence
v. Venue costs

All materials and services purchased from third party suppliers on behalf of the Client will be charged at cost plus a handling charge as set out in the Agreement.

5. Proposal

5.1. Alphamorr shall provide a Proposal to the Client for each project. The Proposal forms part of this agreement.

5.2. The Client assumes sole responsibility for ensuring that the Services described in the Proposal meets requirements before signing the Contract.

5.3. The Client shall return the signed Contract via Docusign. Once the signed Contract has been received, the Client acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.

5.4. Where the Contract includes design work, unless otherwise stated in the Proposal, the Purchase Price includes an allowance for two sets of amendments to each deliverable (consolidated in a maximum of two Word documents). Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by Alphamorr in writing and confirmed by the Client in writing before either the work proceeds further, or any charges are incurred.

6. Payment Terms

6.1. Alphamorr’s service fees and operating expenses for retained work listed under Part 1 of the Schedule, ‘Your investment’, will be invoiced monthly, with invoice dates shown in the invoice schedule. Work starts once the Contract has been signed and the first month’s payment has been received in advance. Further invoices are payable within 30 calendar days of the date of invoice. Invoices are payable by BACS transfer to reach Alphamorr’s bank account no later than 30 days after the invoice date for retained work.

6.2. All sums payable under the Agreement shall be paid in full without deduction, withholding or set-off and are exclusive of VAT and any other duty or tax which shall be payable by the Client.

6.3. Strategy Starter Sessions will be paid for upon receipt of the invoice, ahead of the meeting date in order to make the booking.

6.4. Any ad hoc work outside the retained marketing Contract, as listed in Part 1 of the Schedule, ‘Your investment’, such as graphic design or copywriting, must be paid in full within 7 calendar days of the date of invoice. Alphamorr reserves the right to withhold final copies of work until the invoice has been paid in full.

6.5. Full website projects will be paid 30% up front no later than 7 days after the invoice date, and 70% upon final sign off, regardless of ‘go live’ date. If payment is not made by this time, Alphamorr reserves the right to cease work immediately until payment has been made.

6.6. Disbursements will be invoiced separately and paid no later than 30 days from invoice.

6.7. The Client agrees to pay immediately on presentation any invoices in respect of advance or instalment payments required to be made to suppliers.

6.8. The Client reserves the right to withhold payment of any invoice or part of an invoice that is not in accordance with the Agreement or has not been agreed in writing. On receipt of any such invoice, the Client shall immediately notify Alphamorr in writing of the reason for such withholding and pay the undisputed part of the invoice within 14 days.

6.9. The Client shall be liable to pay interest on any overdue amount at an annual rate of 8% above the prevailing base rate of the Bank of England. Interest shall accrue on a daily basis from the date payment becomes due until Alphamorr has received payment of the overdue amount together with all accrued interest. In addition, Alphamorr may suspend the provision of the Services or any part of them until such time as payment is made.

6.10. The right to charge interest shall extend to any part of an invoice payment of which is withheld pursuant to clause 5.2 should it subsequently be established that the amount in question was invoiced in accordance with the Agreement.

6.11. Alphamorr and/or persons or companies acting on its behalf or as its agents reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding sums.

6.12. If exchange rate fluctuations cause the cost to Alphamorr of materials or services purchased overseas for the Services to differ from the cost anticipated when Alphamorr ordered the relevant materials or services (or obtained the Client’s approval for such costs), Alphamorr shall charge the Client at the exchange rate on the date Alphamorr pays for the relevant materials or services, applying the closing mid-point rate in London for that day as quoted in the next edition of the Financial Times.

7. Amendment and Cancellation

Any request by the Client to amend or halt any plans or to cancel work in progress shall be implemented by Alphamorr as far as this is possible within the terms of its contractual obligations to suppliers. The Client shall be responsible for any costs or expenses incurred or to which Alphamorr is committed prior to, or as a result of, the cancellation or amendment and which cannot be recovered by Alphamorr. The Client shall pay Alphamorr’s fees covering the cancelled or amended Services, as well as any charges raised by third parties arising from the cancellation or amendment, and shall assume Alphamorr’s liability under all contracts Alphamorr is unable to cancel.

8. Amendments to Created Work and Alternative Use of Work

8.1 The expression “created work” in this and the following clauses shall mean work created by Alphamorr for the Client pursuant to the Agreement and any agreed ad hoc design work.

8.2 No amendments to any created work may be made without Alphamorr’s prior written consent. Any agreed amendments shall only be carried out by Alphamorr or under its supervision and shall be paid

for in a manner agreed between the Client and Alphamorr in writing in advance. Reprints obtained by the Client shall not differ in any way from the originals supplied without Alphamorr’s prior written consent.

8.3 Created work shall not be used by the Client for any purpose other than that for which it was commissioned, and no work in draft or incomplete form shall be used or published as finished work without Alphamorr’s prior written consent.

8.4 “Created work” excludes preliminary files, working files (such as Adobe or Affinity design software files), preliminary sketches, working roughs, or comprehensive designs created in the exploration of a final design solution, which remain the property of Alphamorr.

9. Copyright and Intellectual Property Rights in Created Work

9.1 In order that the Client may own worldwide copyright and intellectual property rights in the created work, Alphamorr shall promptly on the Client’s written request from time to time sign an unconditional assignment with full title guarantee of all such rights as are owned by Alphamorr and capable of assignment, together with the right to sue for damages for past infringement. This provision shall not apply to any created work which is not accepted or otherwise delivered to the Client (such as proofs, working files and proposal documents) or in respect of which Alphamorr has not received the fees payable. Alphamorr shall also waive, or procure the waiver of, any Moral Rights as defined in the Copyright Designs and Patents Act 1988.

9.2 In the event that any created work includes material the rights in which are owned by a third party, Alphamorr shall grant to the Client (at the Client’s expense) only such rights as the third party permits Alphamorr to grant to the Client.

9.3 Notwithstanding any assignment of rights and notwithstanding clause 9 (confidential Information), Alphamorr may use any of the created work for the purposes of internal training or in the promotion of Alphamorr.

9.4 Notwithstanding anything in the Agreement to the contrary, Alphamorr shall retain all of its rights, title and interest in:

a. all materials owned by or licensed to Alphamorr prior to, or independent from, the performance of Services under the Agreement, and all modifications thereof; and

b. all generic or proprietary information, and all ideas, software, applications, methodologies, processes or procedures used, created or developed by Alphamorr in the conduct of its business.

9.5 The provisions of this clause shall survive the expiry or termination of the Agreement.

10. Confidential Information

10.1 The parties agree to treat as secret and confidential and not, without the other party’s prior written consent, at any time for any reason during or after the term of the Agreement to disclose or permit to be disclosed or made use of any confidential information concerning the other’s business, customers, suppliers or associated companies, or results from studies or surveys commissioned and paid for by the Client, which they may acquire in the course of the Agreement. The parties also acknowledge that the terms and conditions of the Agreement including (without limitation) those relating to Alphamorr’s remuneration, are confidential information.

10.2 Alphamorr shall, where so requested by the Client, impose equivalent obligations of confidentiality on its own personnel and obtain written assurances from any third parties to whom information has to be disclosed in order to enable Alphamorr to carry out its obligations under the Agreement.

10.3 For the avoidance of doubt, the restrictions in this clause shall not prevent:

10.3.1 the disclosure or use of information in the proper performance of Alphamorr’s duties;

10.3.2 the disclosure of information if required by law;

10.3.3 the disclosure of information by one party who acquired it from a third party which was not under an obligation of confidentiality to the other party; or

10.3.4 the disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by Alphamorr.

10.4 Unless the Client specifies otherwise, nothing in the Agreement shall prevent Alphamorr from using the name of the Client for its own promotional purposes.

10.5 The provisions of this clause shall survive the expiry or termination of the Agreement.

11. Freedom of Information

In the event that the Client is subject to the Freedom of Information Act 2000 (“FOIA”) and receives a Request for Information (as defined in the FOIA) in respect of any part of the confidential information, the Client shall notify Alphamorr immediately and shall consult with Alphamorr as to the requirement to respond to such Request for Information. The parties shall assist and co-operate with each other to determine which parts of the information (if any) are required to be disclosed by law under the FOIA and which parts of the information (if any) are exempt from the requirement to disclose under the FOIA.

12. Alphamorr’s Warranty and Indemnity

12.1 Alphamorr warrants that to the best of its knowledge and belief the created work shall not infringe any third party rights or be in any way contrary to English law, subject to any legal or other advice provided to Alphamorr and communicated to the Client.

12.2 Subject to the provisions of this clause, Alphamorr shall indemnify and keep indemnified the Client (including its directors, officers and employees) from and against all direct losses, damages, costs, expenses (including legal costs and expenses) and liabilities whether civil or criminal which the Client may incur or suffer as a direct result of any breach of the Agreement by Alphamorr, including any act, neglect or default of Alphamorr’s agents, representatives or employees and including breaches resulting in any successful claim by any third party alleging defamation, provided that:

12.2.1 any condition or warranty which might otherwise be implied into or incorporated in the Agreement, whether by statute, common law or otherwise, is expressly excluded from the Agreement to the maximum extent permitted by law, and the Agreement states the full extent of Alphamorr’s obligations and liabilities in respect of the created work and the performance of the Services;

12.2.2 Alphamorr’s maximum aggregate liability to the Client under the Agreement shall in no circumstances exceed an amount equal to Alphamorr’s Professional Indemnity cover, which Alphamorr shall disclose to the Client at any time upon request;

12.2.3 Alphamorr shall not be liable for: (i) any loss or damage suffered by the Client arising out of any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond Alphamorr’s reasonable control; or (ii) any delay in or omission of publication or transmission or any error in any press or other publication unless such delay, omission or error is due to its own default or neglect; or (iii) any loss of actual or anticipated income or profit, loss of contracts or any special, indirect or consequential loss or damage of any kind whether caused by tort (including negligence), breach of contract or otherwise, and whether or not such loss or damage was foreseeable, foreseen or known.

12.3

The Client shall effect such insurance as is suitable having regard to all the circumstances and the provisions of this clause.

12.4 The provisions of this clause shall survive the expiry or termination of the Agreement.

13. The Client’s Warranty and Indemnity

13.1 The Client warrants that to the best of its knowledge, information and belief all information and data supplied to Alphamorr before, during and after the term of the Agreement shall be accurate and complete and not in any way contrary to English law and that it is entitled to provide such information and any photography, artwork, literature or other material to Alphamorr for its use without recourse to any third party.

13.2 The Client shall indemnify and keep indemnified Alphamorr (including its directors, officers and employees) from and against all direct losses, damages, costs, expenses (including legal costs and expenses) and liabilities whether civil or criminal which Alphamorr may incur or suffer resulting from any act, neglect or default of the Client or its agents, employees or licensees, or from the infringement of the intellectual property rights of any third party or any successful claim for defamation, or in connection with any information or material supplied or specifically approved by the Client, or from any disciplinary action brought against Alphamorr by any person or organisation or from any governmental investigation, proceeding or administrative hearing regarding the Services under this Agreement, or from any issue of safety or product liability or the nature, use or performance of the Client’s products or services, provided that such liability was not incurred by Alphamorr through any default in performing its obligations under the Agreement.

13.3 The provisions of this clause shall survive the expiry or termination of the Agreement.

14. Conduct of Claims

14.1 Either party shall notify the other in writing as soon as is reasonably practicable of any claim in respect of which the notifying party may be entitled to claim against the other under clause 12 (Alphamorr’s Warranty and Indemnity) or clause 13 (the Client’s Warranty and Indemnity).

14.2 The notifying party shall not make any admission or any offer to settle any such claim without prior written approval from the other party, who shall have conduct of any claim falling within the warranties in clause 12 or 13, including (without limitation) the right to compromise any such claim on such terms as it deems appropriate in its absolute discretion.

14.3 The notifying party shall co-operate fully in the defence of any such claim, including (without limitation) the provision of any relevant information or documentation.

14.4 The provisions of this clause shall survive the expiry or termination of the Agreement.

15. Client’s Property

Alphamorr shall take reasonable precautions to safeguard any property belonging to the Client and made available to Alphamorr for the purposes of the Agreement, but in the absence of negligence on the part of Alphamorr it cannot be held responsible for any loss, damage, destruction or unauthorised use of the property. Furthermore Alphamorr shall be entitled to destroy all such material in its custody two years after its creation or delivery to Alphamorr (whichever is later) unless it continues to be used for the purposes of the Agreement.

16. Insurance of Created Work

16.1 Created work retained by Alphamorr shall at all times while in Alphamorr’s possession be insured by Alphamorr against loss or damage.

16.2 The Client shall insure created work against loss or damage when in transit between Alphamorr and the Client or any third parties for the purposes of production or publication and when in the possession of those third parties.

17. Employee Poaching

17.1 During the Agreement and for six months after its expiry or termination, neither Alphamorr nor the Client shall, without the written consent of the other, solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person who is employed by the other or has been employed by the other during the preceding six months, and who has been involved with the Services provided under this Agreement, to terminate his or her employment with the other party.

17.2 If Alphamorr consents to an employee joining the Client in the circumstances of clause 16.1, Alphamorr may charge a fee in consideration for such consent equivalent to one third of the gross annual salary and any other compensation to be paid by the Client to that employee. This shall be payable by the Client immediately upon presentation of an invoice by Alphamorr. If Alphamorr does not require the employee to complete the notice period contractually required of him or her, Alphamorr reserves the right to charge the Client an additional fee equivalent to the salary payable by Alphamorr for the period of uncompleted notice.

17.3 The provisions of this clause shall survive the expiry or termination of the Agreement.

18. Assignment

The Client may not assign, transfer or charge or deal in any other manner with either the benefit or the burden of this Agreement or any of its rights or obligations under it, or purport to do any of the same, or sub-license or sub-contract any or all of its obligations under this Agreement without the prior written consent of Alphamorr (not to be unreasonably withheld or delayed). Alphamorr acknowledges that such assignment shall not affect the liability of Alphamorr to fulfil its obligations under the Agreement.

19. Force Majeure

19.1 Neither party shall be liable for any delay in performing or failure to perform its obligations under the Agreement to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”) provided that the event of force majeure is not due to the fault or negligence of that party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.

19.2 Immediately upon becoming aware of any event of force majeure, the affected party shall notify the other party giving details of the event of force majeure, its likely duration and the manner and extent to which its obligations are likely to be prevented or delayed, and the dates of performance of any obligations affected shall be postponed for so long as is made necessary by the event of force majeure. The occurrence of an event of force majeure shall not have the effect of discharging or postponing the affected party’s payment obligations under the Agreement.

19.3 If any event of force majeure continues for a period longer than two months, either party may terminate the Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination. In case of termination, any sums due to either of the parties shall be paid immediately.

20. Compliance with Legislation

20.1 In performing its obligations under the Agreement, each party shall comply with the requirements of all legislation currently in force including, without limitation, the Data Protection Act 2018 and all data protection laws and regulations and all securities laws and regulations.

20.2 The provisions of this clause shall survive the expiry or termination of the Agreement.

21. Entire Agreement, Amendment, Waiver

21.1 The Agreement, these Standard Terms of Business and the documents referred to in them contain the whole agreement between the parties

and supersede all previous agreements and understandings between them in relation to the subject matter hereof.

21.2 Save for the signature of the Client and Alphamorr on each Proposal which incorporates these Standard Terms of Business by reference, no amendment to the Agreement shall be effective unless it is in writing and signed by a duly authorised representative of each party.

21.3 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

21.4 Any invalidity, illegality or unenforceability of any provision of the Agreement shall not affect or impact the validity, legality or enforceability of the remaining provisions of the Agreement which shall remain in full force and effect.

22. Governing Law and Disputes

22.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

23. Definitions

23.1 In these Standard Terms of Business, the following words and expressions shall have the following meanings:

“Agreement” means the Agreement made between the parties, as defined in clause 5 above, including the Proposal, the Contract, these Standard Terms of Business and any documents referred to in any of them.

“Alphamorr” means Alphamorr Consulting

“Client” means the person, firm or company to whom Alphamorr provides the Services and who enters into the Agreement with Alphamorr.

“created work” has the meaning given to it in clause 8.1 below.

“Contract” means the signed and returned document produced by Alphamorr which constitutes the agreement between the parties as defined in clause 5 above.

“Docusign” means a software application that provides electronic signature technology.

“Proposal” means the document provided by Alphamorr to the Client which details the scope and cost of the Services to be provided by Alphamorr to the Client.

“Services” means the services to be provided by Alphamorr to the Client as described in the Proposal and the Contract.

“Standard Terms of Business” means these Standard Terms of Business.

23.2 Clause and paragraph headings are for ease of reference only and shall not affect the interpretation or construction of the Agreement.

Alphamorr Consulting