Standard Terms and Conditions of Contract

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Tarsus Communications Limited

In this agreement between Tarsus Communications Limited (“the Company” which includes any work carried out by Brian Jenner or any other individual on behalf of the Company) and you (“the Client”) these terms and conditions shall apply as follows:

  1. The Contract
    1. Upon each occasion that the Company supplies either goods, including speeches or any other written material, (“the Goods”) or writing services (“the Services”), the terms and conditions of the Contract shall apply to the Contract between the Company and the Client.
    2. The Contract may be varied in writing between the parties but, in the absence of any such agreement, these terms and conditions shall apply.
    3. The Contract (Rights of Third Parties) Act [1999] shall be excluded.
  2. Performance
    1. The Company shall perform the Contract with reasonable skill, experience and promptness.
    2. Time shall not be of the essence unless agreed in writing between the parties. If the Client has a specific date by which the Goods are required, then the Client must inform the Company in writing in advance and provide any necessary information to the Client in good time to enable the Company to provide the Goods by the specific date.
    3. In the event of delay due to an event or action by a third party beyond either party’s control or power shall mean that the Company shall have a further reasonable time in which to perform the Contract. Such events shall include any breakdown of the Company’s IT systems or system providers preventing the Company communicating the Goods by electronic communication to the Client.
    4. If the delay in the performance of the Contract is due to the actions of or omissions of the Client, the Company shall not be liable for late delivery of the Goods and shall be entitled to a reasonable further period of time in which to perform the Contract and/or compensation for any costs or losses, it suffers as a result of such delay.
    5. In the event that the performance is delayed by the actions or omissions of the Company, the Client may be entitled to recover any losses directly arising from such delayed performance, but limited to the Fee under the Contract for the Goods or the Services which have been delayed.
    6. The Company shall agree to perform the Contract of speechwriting based on an agreed Fee which is, in turn, based on the proposed length of the speech. The length of the speech provided by the Company shall be calculated on the basis of one minute equating to120 words.
    7. The parties shall agree the terms of the Services in writing prior to commencement of the performance of the Contract.
  3. Consideration
    1. The Client shall pay the agreed price or fees (“the Fees”) to the Company in advance of performance of the Contract to enable the Company to begin working on providing the Goods. The Company shall not be obliged to commence working on providing the Goods until payment in full is received. Any delay in payment may affect the Company’s ability to deliver the Goods by the required date. Late deliver resulting from late payment is therefore entirely due to the Client and the Client’s responsibility.
    2. If the parties agree to pay on invoice, the Client shall pay the Company within 14 days of the date of invoice without any deduction or withholding on account of any rights of equitable set off which the Client may claim;
    3. The Fees will subject to VAT, if and when the Company becomes registered, at which point it will notify any potential clients of such liability in advance;
    4. In the event of late payment or non payment of the Fees by the Client, the Company may suspend performance of the Contract and exercise its rights generally under the Late Payment of Commercial Debts Act 1999;
    5. The Goods shall remain the property of the Company until it receives the Fees in full.
  4. Liability
    1. The Client’s liability for the agreed Fees will continue until the Company is paid in full, whether or not the Client is satisfied with the performance of the Contract, as such judgement of satisfaction can be entirely subjective. In addition the manner of making the speech is entirely beyond the control of the Company. The Client shall not be entitled to offset or counter-claim on grounds of dissatisfaction with the performance of the Contract;
    2. In the event that performance of the Contract is prevented by any event beyond the control of the Company, the Company’s maximum liability shall be limited to the amount of the net Fees and shall not include any indirect loss, including loss of profits or business arising from any omission, action or failure to perform the Contract;
    3. The Contract (Rights of Third Parties) Act 1999 is excluded from the Contract by mutual agreement of the parties;
  5. Intellectual Property Rights
    1. Any Intellectual Property Rights (being defined as the copyright in any written document supplied by the Company to the Client) in the Goods or the Services shall remain the property of the Company pending payment in full of the Fees.
    2. All the material supplied in the Goods is not guaranteed to be totally original and is therefore supplied subject to the rights of third parties. However, the Company shall use its reasonable endeavours to ensure that no third party rights are infringed in supplying the goods to the Client. The Company shall not be liable to any third party for breaches of their intellectual property rights.
    3. The Intellectual Property Rights in the Goods or the Services shall remain the property of the Company, subject to the rights of any third party and the Client shall not be entitled to these Intellectual Property Rights unless licensed to use them by the Company upon receipt of payment in full.
  6. General
    1. The Contract shall be interpreted in accordance with English Law and subject to the non-exclusive jurisdiction of the Courts of England and Wales.