Terms and Conditions

KVA Terms and Conditions

Incorporation

These terms and conditions shall apply to all work (the “Services”) (both now and in the future) undertaken by KVA Digital Ltd (‘KVA’) to perform the Project (as set out in this Project Document) and set out the terms upon which KVA has submitted the Project Document to which these terms and conditions are additional (“Project Document”). In the event that there is any conflict between these terms and conditions and those set out in the Project Document, the Project Document shall take precedence.

No other terms and conditions (including any terms and conditions which the Client purports to apply under any purchase order, confirmation of order, specification or any other document) shall apply and no variation or amendment to these terms and conditions shall be valid and binding unless agreed in writing by KVA.

In the event that any one or more of these terms and conditions proves to be unenforceable, the remaining terms and conditions shall nevertheless continue to have full force and effect.

Any order for the provision of Services by the Client shall be deemed to be an offer by the Client to purchase the Services subject to these terms and conditions. A commencement to work shall assume acceptance of terms laid out in this document.

Services

Unless specifically agreed by KVA in writing on each and every occasion, any indications as to the time of completion of the Project or any part of the Services are estimates given for guidance purposes only.

Copyright and intellectual property

Subject to the remaining provisions of this Clause, copyright and all intellectual property rights and similar rights in all materials, including but not limited to, reports, documents, creative briefs, which are selected by the Client for use and produced solely by KVA specifically for the purposes of the Project shall be assigned to the Client upon completion of the Project, subject to the Client having complied with all its obligations and having paid all fees and sums due to KVA in full.

The copyright and intellectual property rights, know-how, methodologies, systems, processes and databases used, owned or created by KVA for the purposes of creating the material comprised in the Project and which is intended for the Client’s use shall remain the property of KVA. Any licence granted by KVA in respect of any such use by the Client shall be subject to the parties agreeing commercial terms and fees relating to the same.

In respect of any materials or any identifiable idea or concept which are presented to the Client and which are not selected for use by the Client, these shall remain the property of KVA and shall remain strictly confidential and shall not be used in any way, including communication to any third party, without KVA’s express prior written consent.

Fees

Where the sums payable to KVA for the Services (the “Fees”) are agreed prior to the commencement of the Project, the Fees shall be invoiced on the following basis:

• General terms 50% on initial commencement of work with 50% remaining to be paid on completion.
• Third party costs and reasonable expenses and disbursements (excluding travel to and from the client, unless this takes place more than once per week, and excluding subsistence) incurred by KVA shall be payable in addition to the Fees and will be invoiced monthly in arrears.
• All invoices are payable within 30 working days from the date of invoice. KVA will suspend the Services until payment has been received and any timetable agreed for the performance of the Project shall be extended by an equivalent period.
• If payment is not received within the payment timescales the Client will incur an additional late penalty which stands at an interest rate of 5%.
• VAT (or any other sales taxes) will not be included in quotations and should be calculated as additional to the sum total provided.
• All payments due to KVA shall be made in GBP Sterling.
• In the event that the Client terminates, cancels or ceases any Project, KVA shall be entitled to charge the Client a cancellation fee based upon costs incurred and half the remaining value of the project.
• In the event of prepayment by a Client for goods or services being provided by KVA, a credit will sit on the Client’s account for a maximum of 6 months unless previously agreed otherwise in writing. Once the 6 month period has expired, the balance on the account will be void.
• The Fees and the scope of the Services are based on information provided by the Client to KVA at the time the Fees were calculated. In the event that any incorrect or incomplete information is given, KVA may increase or decrease the time and therefore the total Fees (by written notice to the Client setting out the reasons for such increase or decrease) in order to make such reasonable adjustment to the Fees as is necessary to take account of any such incorrect or incomplete information.
• The Client shall be responsible for additional Fees (provided to the client as a quotation prior to the additional work commencing) in the event of any additional work arising following a change in the Client’s instructions or requirements subsequent to any work carried out by KVA in accordance with an approval previously given by the Client.
• Client Notice Periods - In the event an existing client is dissatisfied with the quality of the services, they may inform KVA in writing including specific areas of dissatisfaction. If however, the client wishes to terminate a contract immediately they must do this by providing written notice and a period of 90 days will apply. All branding, assets and design work completed by KVA under a client contract shall remain its property.

Legal liability

KVA shall not be responsible for any late or non-delivery of any materials in connection with the Project to the Client (the “Deliverables”) due to any failure of the Client, the Client’s agents and/or sub-contractors to fulfil their obligations or for any other reason beyond the reasonable control of KVA.

The Client shall be responsible for the accuracy, completeness and propriety of information concerning its organisation, products, competitor products and services and all matters arising out of the use of materials that it or any third party on its behalf furnishes to KVA in connection with the performance of the Services and the Client shall indemnify KVA in respect of any loss, liability or expense (including reasonable legal expenses) which arises in respect of the same or which KVA may sustain resulting from any claim or proceedings made or brought against it arising out of the nature or use of any the Client’s products/services by or on behalf of the Client.

KVA shall not be liable for any delay or omission of launch, publication, production or transmission or any error in any materials created by it, nor delay in posting or delivery in the absence of fault or neglect on its part.

KVA shall not be liable for any failure in respect of its any obligations which result directly or indirectly from failure or interruption in any software, if applicable, or services provided by third parties or technical malfunctions outside KVA’s direct control.

Neither party shall be liable to the other in respect of loss of profits, goodwill or business or for any indirect, economic or consequential loss.

Confidentiality

Both KVA and the Client shall ensure that proprietary information or confidential information relating to the business customers or trade secrets of the other party (“Confidential Information”) is not disclosed to any other person, firm or corporation.

The obligations in this Clause shall not apply to Confidential Information already known to either party prior to disclosure of Confidential Information, to information that is in the public domain or to any information that is required to be disclosed by law. Either party may disclose Confidential Information which has been approved in advance by the other party for disclosure.

Non-Solicitation

During the term of the working relationship, and for a period of two years thereafter, the client agrees that they will not directly or indirectly, by themselves or through an affiliate, solicit or accept services from an employee or supplier of KVA through a direct relationship. The client agrees to not hire KVA employees directly or induce any such person to adversely modify or terminate their respective relationships with KVA or to take action that would be disadvantageous to the agency until after this time period has elapsed.

Any exceptions would require written confirmation from the CEO or MD and KVA will only enforce as far as necessary to protect its business.

Governing law

This Agreement shall be governed by and construed in accordance with English law. Any claim, dispute or difference which may arise out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English Courts, except in respect of the enforcement of any judgment, where this jurisdiction shall be non-exclusive.

Feedback and marketing

The Client agrees to provide written feedback at the end of the project for KVA to use as it wishes. Any public marketing in relation to the project or relationship between the Client and KVA will be mutually agreed beforehand and will be nothing other than positive in the public domain.

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