General Terms of Engagement
Terms & Conditions of Engagement
Kate Coote Ltd. is a U.K. registered company and operates under U.K. law.
1. In consideration of the services to be performed by Kate Coote Ltd. the client shall pay to Kate Coote Ltd. fees in the amounts and according to the payment terms stipulated, even if calculated or assessed subsequent to the payment schedule.
2. Industry Exclusivity. Kate Coote Ltd. prides itself on the level of discretion and professionalism offered to clients, to that end we do not generally offer industry exclusivity.
3. Costs. Project pricing/quote includes Kate Coote Ltd. fees only. Any and all outside costs including, but not limited to, photographer’s costs and fees, photography and/or artwork licenses, software licenses, music licenses, and online access or hosting fees, will be billed to the client unless specifically otherwise provided for in the proposal/quote. Subsequent license renewal will be the responsibility of KateCoote Ltd. but billed to the client, i.e Kate Coote Ltd. will be acting as an agent for these services. Any third party services we on sell will be subject to an industry standard mark up of a minimum of 20%. A client who fails to compensate Kate Coote Ltd. for any reoccuring costs, charges, licensees or fees will no longer be entitled to enjoy those services beyond the defined contract period.
Additionally, KateCoote Ltd makes available various software solutions as part of its services. These include and are not limited to Contact Forms software, Backup software, Sync software, Security Software, Slideshow Display Software and any others it considers necessary. If a Client transfers away their website from Kate Coote Ltd then any license agreements and renewals of software will be the responsibility of the new website administrator. Kate Coote Ltd cannot be held responsible for any software renewal or licensing requirements beyond the point at which the website is transferred out.
Website Hosting and Website Maintenance charges are annual recurring charges billed in advance; if a client transfers their website away from Kate Coote Ltd part way through the year, these charges are non-refundable.
4. General Changes. Unless otherwise provided in the quote, and except as otherwise provided for herein, the client shall pay additional charges for changes requested by the client which are outside the scope of the original quote or proposal on a time and materials basis, at Kate Coote Ltd. standard hourly rate of NZ$85/£55 per hour. Such charges shall be in addition to all other amounts payable under the quote, despite any maximum budget, contract price or final price identified therein. Kate Coote Ltd. may extend or modify any delivery schedule or deadlines in the quote, proposal and deliverables as may be required by such changes. Kate Coote Ltd.
5. The client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Kate Coote Ltd.;
(b) provision of client content in a form suitable for reproduction or incorporation into the deliverables without further preparation, unless otherwise expressly provided in the quote or proposal; and
(c) final proofreading and in the event that client has approved deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the client shall incur the cost of correcting such errors.
6. All displays or publications of the deliverables shall bear accreditation and/or copyright notice to Kate Coote Ltd. in the form, size and location as incorporated by Kate Coote Ltd. in the deliverables, or as otherwise directed by Kate Coote Ltd. Kate Coote Ltd. retains the right to reproduce, publish and display the deliverables in portfolios and web sites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the project and, if applicable, the services provided to the other party on its web site and in other promotional materials, and, if not expressly objected to, include a link to the other party’s web site.
7. Each party acknowledges that in connection with this agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation preliminary works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all confidential information, shall not disclose confidential information
to any third party, and shall not use any confidential information except as may be necessary to perform its obligations under the quote/project proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, confidential information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. Third Party Agents. Kate Coote Ltd. shall be permitted to engage and/or use third party designers, copywriters or other service providers as independent contractors in connection with the services (“Design Agents”). Notwithstanding, Kate Coote Ltd. shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
9. Kate Coote Ltd. hereby represents, warrants and covenants to the client that Kate Coote Ltd. will provide the services identified in the agreement in a professional and workman like manner and in accordance with all reasonable professional standards for such services.
10. The client agrees to indemnify, save and hold harmless Kate Coote Ltd. from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the client’s responsibilities or obligations, representations or warranties under this agreement. Under such circumstances Kate Coote Ltd. shall promptly notify the client in writing of any claim or suit; (a) The client has sole control of the defence and all related settlement negotiations; and (b) Kate Coote Ltd. provides the client with commercially reasonable assistance, information and authority necessary to perform the client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by Kate Coote Ltd. in providing such assistance.
11. This agreement shall commence upon acceptance of the quote and shall remain effective until the services are completed and delivered. In the event of termination, Kate Coote Ltd. shall be compensated for the services performed through to the date of termination.
12. Force Majeure. Kate Coote Ltd. shall not be deemed in breach of this agreement if unable to complete the services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Designer or any local, national or international law, governmental order or regulation or any other event beyond the control of Kate Coote Ltd. (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Kate Coote Ltd. shall give notice to the client of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.
13. Kate Coote Ltd. hereby grants to the client the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the deliverables solely in connection with the project as defined in the proposal/quote and in accordance with the terms and conditions of this agreement.