In these Terms of Engagement (“Terms”) Vivid is referred to as “we/our/us” and the clients of Vivid are referred to as “you/your” Vivid is the trading name of Vivid Content Marketing Ltd, a limited liability company incorporated in England and Wales (company number 9274069).
1. Introduction
Vivid is an entity providing design, content and web design and build services for the purpose of marketing communications using the skill and expertise of our team who have collective experience of over 60 years. If we provide you with marketing services, we will charge for our time on the basis described in paragraph 3 below.
2. Nature of our agreement
2.1 If you ask us to provide marketing services to you (“Services”) and we agree to do so, these Terms will govern the provision of those Services and shall constitute the entire agreement between us to the exclusion of any other terms or conditions proposed or supplied by you. We are under no obligation to provide Services to you.
2.2 The agreement will cover the proposal as detailed.
3. Basis of charging
3.1 We will charge you for the time spent providing Services to you at an hourly/daily rate agreed with you unless another fee structure is agreed in accordance with paragraph 3.2. We record and charge our time to the nearest hour or half-day. We reserve the right to change our day rates but we will not do so without first discussing the change with you.
3.2 In certain cases it may be appropriate to agree a fixed fee in advance, a capped fee or a fee that relates to the value or outcome of the matter. If we agree such a fee, we will record it in writing (which may include by email) and we will let you know what assumptions or conditions the fixed fee is subject to (if any). If those assumptions or conditions prove to be incorrect, we reserve the right to charge instead according to our daily rates as set out in paragraph 3.1.
3.3 We may incur expenses (“disbursements”) on your behalf in relation to the Services we provide. These disbursements may include charges in respect of international telephone calls, couriers, travel, accommodation, meals and other third party charges. We will agree those disbursements in writing with you first and then invoice you for the cost of any disbursements incurred by us on your behalf.
3.4 We will invoice you for the Services we provide on a monthly basis or at such other time as is agreed. Our invoice will contain a description of the work undertaken, any disbursements and the fees due. Our invoices are payable within 7 days from the date of issue. We reserve the right to charge interest at the rate of 4% above the Santander UK plc. base rate on all overdue amounts.
4. Complaints
4.1 If you are not satisfied with the Services we provide, please get in touch. We will try to remedy the position promptly and to our mutual satisfaction. Your escalation path is to the Managing Director of Vivid.
5. Your information
5.1 All confidential information disclosed to us shall not be disclosed to any third party without your prior approval.
5.2 We comply with the Data Protection Act 2018. We will use the information you provide to us to maintain our client records and to provide Services to you. We will not disclose it to any third party except as necessary for these purposes. You have a right to access the data we hold about you. We may from time to time send you information that we think might be of interest to you. If you do not wish to receive this, then please notify us in writing.
6. Termination
6.1 You may terminate the agreement between us at any time by giving us one month’s notice in writing (unless otherwise stated in the original agreement). If you do so, you must pay us for any Services provided and disbursements incurred on your behalf up to the date of termination. We may terminate the agreement where you have not complied with these terms (for example by failing to pay any invoice when due), where there is a conflict of interest, where mutual trust and confidence between us has been lost, where we are obliged to do so by law or our insurers or for any other reason on not less than one month’s notice in writing. We shall notify you in writing of any such termination.
7. Governing law
7.1 Any dispute or claim arising out of or in connection with these terms or the Services we provide to you (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.