Go Media International Terms and Conditions
Thank You for choosing Go Media International
All agreements are made solely between the Client, “You” (the party to whom the Company provides services) and “Go Media International”.
Project Action Plan
These Terms of Business should be read in conjunction with the Project Action Plan sent to You at the same time (“Project Action Plan”) which incorporates these Terms of Business. The Project Action Plan sets out, amongst other things, the services Go Media International will provide to you (“Works”) and the fees which will be charged (“Fees”). Additional defined terms are set out in the Project Action Plan.
Go Media International aims to offer a friendly and efficient service and will exercise reasonable skill, care and diligence in carrying out the Works.
These Terms of Business come into force with immediate effect upon your first instructions or order and these Terms of Business will apply to any current and future instructions or commission that You are kind enough to give Go Media International and to any specific Works referred to in the current or a future Project Action Plan.
These Terms of Business and the Project Action Plan constitute the entire agreement between Go Media International and You regarding the Works. Any additional work not specified in the Project Definition must be authorised by a written change order signed by You and Go Media international and may result in changes to Fees and Disbursements.
You, as Go Media Internationals client, represent, undertake and warrant to Go Media International that, to the best of Your knowledge:
any instructions given and materials supplied by You will be accurate and complete and will not cause Go Media International to infringe the rights (including intellectual property rights) of any third party or the laws or regulations (including data protection legislation) of any country.
You have complied and will comply with the Minimum Client Requirements set out in the Project Definition.
Go Media International and You agree to work together to complete the Works in a timely manner. Go Media International agrees to work expeditiously to complete the Works in line with the Time frame agreed in the Project Action Plan however this time frame is dependent on Go Media International being provided with Your continued cooperation in order to approve Works at various stages. Go Media International cannot be held responsible for any loss incurred where You (or any third party instructed by You) have not provided clear and complete instructions within any given time limit and with sufficient notice.
If You request changes to the Works Go Media International reserves the right to revise the Project Action Plan. If the Works are shortened, delayed, cancelled or terminated early by You, the final invoice will include the balance of the Fees for providing the Works plus any reasonable costs and disbursements incurred by Go Media International due to Your acts or omissions. For example, You shall be liable for the costs and disbursements incurred by Go Media International for pre booked fieldwork, which is delayed, not used or not fully used.
Go Media International recommends that You retain copies and back up’s of all materials, data or information provided to and from Go Media International.
Go Media International reserves the right to assign sub-contractors to this project to ensure the right fit for the job as well as timely completion. Go Media International shall be the primary obligor in relation to such sub-contractors.
Go Media International is only responsible for the quality of the service provided by sub-contractors if those sub-contractors have been selected and paid for directly by Go Media International. If You designate a specific sub-contractor, then Go Media International shall not be responsible for the accuracy, completeness or quality of the work of that sub-contractor.
Fees and Disbursements
Go Media International Fees are exclusive of VAT which must therefore be added at the current rate. This will be indicated on invoices. Go Media International’s Fees are also exclusive of disbursements (including travel), which are therefore charged in addition. Disbursements include payments made or incurred on Your behalf as well as miscellaneous office expenses such as printing, travelling and out of pocket expenses. Mileage will be charged in line with HMRC guidelines.
Payment of Fees for Works shall be on delivery of the Works. Any Works provided over more than one calendar month will be subject to invoicing at the start of each calendar month with the final invoice raised on delivery of the final Works. All invoices shall be due on the invoice date and shall be subject to payment within 14 days.
If You dispute, deem incorrect or inaccurate any invoice, contract or agreement Go Media International must be notified, in writing, within 5 days of receipt. Failure to do so renders any future claim inadmissible.
In order for Go Media International to remain in business, payments must be made promptly. A twenty pound (£20.00) additional fee will be incurred if payment is not received within fourteen (14) days of the due date. If an amount remains delinquent thirty (30) days after its due date, an additional five per cent (5%) interest will be added for each month of delinquency from the date of the invoice. Go Media International reserves the right to suspend work without notice until Final Payment is made. Where debt collection or proceedings prove necessary, You agree to pay all fees and costs incurred by that process.
Confidentiality and Intellectual Property
All information You provide Go Media International will be regarded as confidential to the extent that it is not in the public domain, but You should advise Go media International in writing if any information is particularly sensitive. Go Media International will not divulge any confidential information obtained from You otherwise than in accordance with Your instructions.
You unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork (including all associated intellectual property) furnished by You (or on Your behalf) to Go Media International for inclusion in the Works are owned by You, or that You have permission from the rightful owner to use each of these elements, and will hold harmless, indemnify, and defend Go Media International and its subcontractors from any claim or suit arising from the use of such elements furnished by You.
Intellectual property rights (including but not limited to copyright and database rights) in all Works are owned by Go Media International in the first instance. All intellectual property rights owned by Go Media International in finished, approved Works created specifically for You will be assigned to You automatically on receipt by Go Media International of the Final Payment of Fees in cleared funds. All Intellectual property rights in third party materials are owned by those third parties and will be licensed to You on the terms set out in the Project action Plan.
Go Media International and its sub-contractors retain the right to display Works, graphics and other design elements as examples of their work in their respective portfolios (including online).
Either party may terminate this engagement upon one month notice. Notice must be provided in writing. Go Media International will use its reasonable endeavors to complete any Works in progress and Go Media International will remain entitled to payment for completion of those Works. No refund of payment received by Go Media International will be refunded.
Either party may terminate this engagement immediately for a material breach by the other which is incapable of remedy or, if capable of remedy, is not remedied within 45 days of notification being given to the defaulting party.
Go Media International reserves the right, for good reason and upon reasonable notice, to terminate Go Media Internationals engagement without further liability on Go media international. This will be confirmed to You in writing, if requested. “Good reasons” include if You: do not give Go Media International instructions within a reasonable period of time; do not pay promptly any request for money on account; or do not pay a bill within the due period.
Warranties and Liability
All conclusions, recommendations, forecasts, reports, letters or other communications, whether oral or written, provided by Go Media International (together, the “Recommendations”) are made in good faith and on the basis of information available to Go Media International at the time whether from You or from information in the public domain and the validity of such Recommendations will depend, amongst other factors, on Your effective cooperation and the quality of the information made available by You. No warranty or representation, express or implied, is given as to the Recommendations provided by Go Media International and You shall be responsible for the proper adaptation of such Recommendations to Your own circumstances.
All Recommendations given by Go Media International are for Your use only and are not to be disclosed or reproduced to third parties without the prior written consent of Go Media International.
Go Media International shall not be liable for any consequential or indirect loss suffered by You whether such loss arises from a breach of contract or in any other way (including losses arising indirectly or consequentially from Go Media Internationals negligence). You shall not be liable for any consequential or indirect loss suffered by Go Media International whether such loss arises from a breach of contract or tort or in any other way. Compensation for any direct losses arising under this agreement shall be limited to the value of the current Project Action Plan.
You and Go Media International acknowledge that the Fees payable under these Terms of Business have been determined on the basis of these limitations of liability and reflect the division of risks set out in these Terms of Business and that, accordingly, the division of risk is agreed by the parties to be fair and reasonable in the circumstances.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Details of the individual to whom these Terms of Business are sent, together (where relevant) with details of other key individuals within Your organisation supplied to Go Media International from time to time, will be entered onto Go Media Internationals client database. Go Media International will use these details primarily to provide You with the Works. In addition, Go Media International may use these details to contact You by post, telephone, e-mail or fax for marketing purposes or to make searches with credit reference agencies. Go Media International may also disclose these details for these purposes to any agents, associates, advisors or contractors that we agree Go Media International should work with on Your behalf.
It is Your responsibility to ensure that the communication of any sensitive or personal data by You or Your agents to Go Media International does not breach the rights of any data subjects, and that the subsequent use of such data by Go Media International pursuant to the Project Definition does not breach any data protection regulations or legislation. You hereby indemnify Go Media International in this respect.
During the course of this matter, we may wish to communicate electronically with one another. The electronic transmission of information cannot be guaranteed to be secure or error-free, as it will be transmitted over a public network, and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe for use.
We each agree to use reasonable procedures to check for the most recently known viruses before sending and receiving information electronically, but we each recognise that such procedures cannot be a guarantee that transmissions will be virus-free. We shall each be responsible for protecting our own interests in relation to electronic communications. Neither of us shall be liable to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic communication of information between us.
A person who is not a party to the agreement between us has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the engagement.
The rights and remedies available to Go Media International by virtue of these Terms of Business are without prejudice to any other rights or remedies available to Go Media International. Any failure by Go Media International to exercise or delay by Go Media International in exercising a right or remedy provided by these Terms of Business or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.
The contract between us is on the basis of these Terms of Business and is subject to English Law and the exclusive jurisdiction of the English Courts.
Go Media International look forward to working with You.
Your continuing instructions will amount to an acceptance of these Terms of Business.
Go Media International. All rights reserved.
Ribble Court, 1 Mead Way, Shuttleworth Mead, Padiham BB12 7NG