Terms and Conditions

These Terms & Conditions apply to all services provided by Carswell Gould Marcom Limited (“Carswell Gould”) unless otherwise agreed in writing.

Where a Scope of Work, Proposal, Commercial Schedule or Client Agreement is entered into between Carswell Gould and a Client, those documents shall be read in conjunction with these Terms. In the event of any conflict, the Scope of Work or Commercial Schedule shall take precedence.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Agreement means these Terms together with any Scope of Work, Proposal, Commercial Schedule, Purchase Order or other written agreement entered into between the parties.

Business Day means any day other than a Saturday, Sunday or public holiday in England and Wales.

Client means the organisation purchasing Services from Carswell Gould.

Commencement Date means the date specified in the applicable Scope of Work or, if not specified, the date Services commence.

Deliverables means any agreed outputs, materials, reports, websites, creative assets, strategies, designs, content or other work products produced by Carswell Gould.

Fees means the charges payable by the Client for the Services.

Intellectual Property Rights means patents, copyright, trademarks, trade names, domain names, database rights, design rights, know-how, confidential information and all similar rights worldwide.

Services means the services described within the applicable Scope of Work.

Scope of Work means the commercial document describing the agreed Services, Deliverables, Fees and timelines.

2. TERM

2.1 Project Services

Where Services relate to a fixed project, the Agreement shall commence on the Commencement Date and continue until completion of the Services unless terminated earlier in accordance with these Terms.

2.2 Retained Services

Where Services are provided on a retained basis:

  • The initial term shall be twelve (12) months unless otherwise stated.
  • Following the initial term, the Agreement shall continue on a rolling annual basis.
  • Either party may terminate the Agreement by providing six (6) months’ written notice.

3. SCOPE OF SERVICES

Carswell Gould shall provide the Services described within the applicable Scope of Work.

Any services, requirements or deliverables not expressly included within the Scope of Work shall be considered outside scope.

Carswell Gould reserves the right to propose additional fees, revised timelines or separate project scopes for work falling outside the agreed Services.

No additional work shall commence until agreed in writing by both parties

4. CLIENT RESPONSIBILITIES

The Client shall:

  • Provide timely access to information, systems and personnel reasonably required for delivery of the Services.
  • Supply content, materials, assets and approvals in accordance with agreed timelines.
  • Review and approve deliverables within ten (10) Business Days of receipt, unless otherwise agreed in writing.
  • Provide a nominated point of contact.

Carswell Gould shall not be liable for delays resulting from the Client’s failure to provide information, approvals, access or content when required.

Where delays occur due to Client actions or omissions, project timelines shall be extended accordingly.

5. FEES, INVOICING AND PAYMENT

Unless otherwise stated within the Scope of Work:

  • Fees are exclusive of VAT.
  • Invoices are payable within fifteen (15) days of the invoice date.
  • Approved expenses will be invoiced separately.
  • Carswell Gould reserves the right to invoice in accordance with agreed project milestones.

Any invoice remaining unpaid after thirty (30) days may result in suspension of Services until payment is received.

Carswell Gould reserves the right to charge statutory interest and debt recovery costs on overdue invoices.

6. CHANGE CONTROL

The Scope of Work forms the basis of delivery.

Any request that materially changes:

  • Scope
  • Deliverables
  • Functionality
  • Timelines
  • Project assumptions

may require a Change Request.

Carswell Gould shall provide details of any impact on Fees, timelines and resources before additional work is undertaken.

7. ACCEPTANCE OF DELIVERABLES

The Client shall review Deliverables promptly upon receipt.

Unless the Client notifies Carswell Gould in writing of any material defect within ten (10) Business Days, Deliverables shall be deemed accepted.

Carswell Gould shall have a reasonable opportunity to remedy any material defect identified during the review period.

8. INTELLECTUAL PROPERTY

8.1 Carswell Gould Intellectual Property

Carswell Gould retains ownership of all pre-existing Intellectual Property, methodologies, frameworks, templates, software, tools, systems, processes, know-how, AI models, prompt libraries, documentation and working practices used in delivering the Services.

Nothing within this Agreement transfers ownership of such Intellectual Property to the Client.

8.2 Client Deliverables

Subject to full payment of all Fees, ownership of final Deliverables specifically created for the Client shall transfer to the Client.

8.3 Licence

Where Deliverables incorporate Carswell Gould Intellectual Property, Carswell Gould grants the Client a perpetual, non-exclusive, royalty-free licence to use such Intellectual Property solely as required to enjoy the benefit of the Deliverables.

9. CONFIDENTIALITY

Each party shall:

  • Keep confidential information secure.
  • Use confidential information only for purposes related to the Services.
  • Not disclose confidential information to third parties except where required by law.

These obligations shall survive termination of the Agreement.

10. DATA PROTECTION

Each party shall comply with applicable UK Data Protection legislation, including UK GDPR and the Data Protection Act 2018.

Where Carswell Gould processes personal data on behalf of the Client, Carswell Gould shall:

  • Process data only as necessary to provide the Services.
  • Implement appropriate security measures.
  • Notify the Client of any personal data breach without undue delay and in any event within twenty-four (24) hours of becoming aware.

11. PERSONNEL AND SUBCONTRACTORS

Carswell Gould may utilise employees, consultants, contractors, freelancers and specialist associates in delivering the Services.

Carswell Gould shall remain responsible for their performance and compliance with these Terms.

12. INSURANCE

Carswell Gould shall maintain throughout the term of the Agreement:

  • Public Liability Insurance of not less than £10,000,000.
  • Professional Indemnity Insurance of not less than £10,000,000.
  • Employers’ Liability Insurance of not less than £5,000,000.

Evidence of insurance shall be provided upon reasonable request.

13. LIABILITY

Nothing in this Agreement shall limit or exclude either party’s liability for:

  • Death or personal injury caused by negligence;
  • Fraud or fraudulent misrepresentation; or
  • Any liability which cannot lawfully be limited or excluded.

Subject to the above, Carswell Gould’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid or payable under this Agreement.

Neither party shall be liable to the other for any:

  • Loss of profit;
  • Loss of revenue;
  • Loss of business opportunity;
  • Loss of anticipated savings;
  • Loss of goodwill; or
  • Indirect, special or consequential loss arising out of or in connection with this Agreement.

14. INDEMNITIES

14.1 Carswell Gould shall indemnify the Client against direct losses arising solely from:

Carswell Gould’s negligence; material breach of this Agreement; or proven infringement of any third-party Intellectual Property Rights arising directly from Deliverables created by Carswell Gould.

14.2 The Client shall indemnify Carswell Gould against all direct losses, claims, liabilities, damages and costs arising from: materials, content, data, images, branding or other information supplied by the Client which infringe any third-party Intellectual Property Rights;

any inaccurate, misleading or unlawful information supplied by the Client; or

any instructions given by the Client which result in legal liability.

14.3 The party seeking the benefit of an indemnity shall promptly notify the other party of any claim and shall allow the indemnifying party reasonable control of the defence and settlement of that claim.

 

15. PUBLICITY AND PORTFOLIO RIGHTS

Unless otherwise agreed in writing, Carswell Gould may reference the Client and completed work within:

  • Case studies
  • Award submissions
  • Marketing materials
  • Presentations
  • Proposal documents
  • The Carswell Gould website

Confidential information flagged by the client shall not be disclosed.

16. ARTIFICIAL INTELLIGENCE

Carswell Gould reserves the right to utilise various artificial intelligence and machine-assisted technologies as part of the delivery of Services. Such use shall be governed by Carswell Gould’s AI Policy and appropriate confidentiality, security and quality control procedures. The latest version of the AI Policy is available via the Carswell Gould Information Hub. https://carswellgould.co.uk/information-hub

17. SUSTAINABILITY

Carswell Gould is committed to responsible business practices and environmental sustainability. Details of Carswell Gould’s sustainability commitments are available within the Information Hub and may be updated from time to time. https://carswellgould.co.uk/information-hub

18. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations where such failure arises from circumstances beyond reasonable control, including but not limited to:

  • Natural disasters
  • Acts of government
  • War
  • Industrial disputes
  • Pandemic events
  • Utility failures
  • Cyber incidents affecting infrastructure

Affected obligations shall be suspended for the duration of the event.

19. TERMINATION

Either party may terminate the Agreement immediately if the other party:

  • Commits a material breach which remains unremedied for thirty (30) days after notice.
  • Becomes insolvent.
  • Ceases trading.

Termination shall not affect accrued rights or obligations.

All outstanding Fees relating to work completed up to the termination date shall remain payable.

20. NON-SOLICITATION

Neither party shall knowingly solicit, engage or employ any employee, consultant or contractor of the other party who has been materially involved in the provision or receipt of the Services during the term of this Agreement and for a period of twelve (12) months following its completion or termination.

Where such engagement occurs, the receiving party shall pay to the other party a recruitment fee equal to 35% of the individual’s gross annual remuneration, subject to a minimum fee of £15,000 plus VAT.

This provision shall not apply where the individual responds to a genuinely public advertisement not specifically targeted at them.

21. NOTICES

Any notice given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by email to the address notified by the receiving party for contractual communications.

A notice shall be deemed received:

if delivered by hand, at the time of delivery;

if sent by pre-paid post, at 9.00am on the second Business Day after posting; and

if sent by email, at the time of transmission provided no automated delivery failure notification is received, or if sent outside Business Hours, at 9.00am on the next Business Day.

This clause does not apply to the service of legal proceedings.

22. GENERAL

No variation to this Agreement shall be effective unless agreed in writing by both parties.

Neither party may assign this Agreement without the prior written consent of the other, except as part of a corporate reorganisation or sale of business.

If any provision is held invalid, the remaining provisions shall continue in force.

23. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, proposals and understandings.

24. GOVERNING LAW

This Agreement shall be governed by the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising from this Agreement.

Carswell Gould Information Hub

Additional policies, including Sustainability, AI Usage, Privacy, Data Protection and Corporate Information, can be accessed through: https://carswellgould.co.uk/information-hub