Terms & Conditions
1. Interpretation
1.1 Definitions
Account Handler: HashAdv Branding’s designated account handler for a Project.
Contract: The Client’s purchase order, the Agency’s acceptance, or the Client’s acceptance of a quotation for Services under condition 2.2.
Client’s Manager: The Client’s manager for the Project, appointed as per condition 6.1.
Document: Encompasses any written document, drawing, map, plan, diagram, design, picture, image, tape, disk, or other record.
In-put Material: All Client-provided Documents, information, and materials related to the Services.
Intellectual Property Rights: All intellectual property rights, including patents, copyrights, trademarks, and others as defined in this clause.
Pre-existing Materials: Agency-provided Documents, information, and materials related to the Services existing before the Contract.
Project: A project outlined in a Project Plan.
Project Plan: Details describing the Project, estimated timetable, and responsibilities as per the Agency’s interpretation of the Brief document.
1.2 General
Condition and paragraph headings do not affect interpretation.
A person includes a natural or legal entity and its representatives.
References to statutes include amendments, extensions, or re-enactments.
“Writing” includes faxes but not email.
“Include(s)” and similar terms are without limitation.
Obligations not to do something include not agreeing or permitting that thing.
References to conditions are to this agreement’s conditions.
2. Application of Conditions
2.1 Incorporation
These Conditions apply and are incorporated into the Contract.
They prevail over inconsistent terms in the Client’s documents.
2.2 Acceptance
The Client’s purchase order or acceptance of a quotation constitutes an offer.
The Contract is established upon the Agency’s acceptance in writing or by starting Services.
2.3 Quotations
Quotations are valid for 30 days, subject to withdrawal by the Agency.
3. Commencement and Duration
3.1 Services Start
Services start from the date of the Agency’s acceptance, as specified in the Project Plan.
3.2 Duration
Services continue until Project completion unless terminated under condition 13.
4. Project Plan
4.1 Agreement Process
Project Plans are agreed based on a project brief provided by the Client.
The Agency charges for Plan preparation on a time and materials basis.
4.2 Amendments
Once agreed, no amendment to the Project Plan is allowed without conditions 7 and 15.
5. Agency’s Obligations
5.1 Service Provision
The Agency endeavors to provide Services in accordance with the Project Plan.
5.2 Account Handler
The Agency appoints an Account Handler with authority on contractual matters related to Services.
6. Client’s Obligations
6.1 Cooperation
The Client must cooperate and appoint a Client’s Manager for each Project.
6.2 Information Provision
Timely provision of In-put Material and accurate information is the Client’s responsibility.
6.3 Feedback
Prompt feedback is required when requested by the Agency.
6.4 Liability
The Client is liable for costs or losses due to fraud, negligence, or failure to perform obligations under the Contract.
6.5 Non-Solicitation
The Client agrees not to solicit or employ Agency personnel without prior written consent.
7. Changing the Services
7.1 Change Request
Changes to the scope or execution require a written request.
7.2 Estimate
The Agency provides a written estimate for requested changes, including time, charges, Project Plan impact, and other contractual effects.
7.3 Agency’s Discretion
The Agency may change Services for safety or statutory compliance without materially affecting the nature, scope, or charges.
7.4 Client’s Consent
Changes requiring Client’s consent are subject to agreed variations in charges and terms.
7.5 Charge for Assessment
The Agency may charge for assessing change requests on a time and materials basis.
8. Charges and Payment
8.1 Time and Materials Basis
Charges for Services on a time and materials basis are calculated at standard daily fee rates.
8.2 Overtime and Invoicing
Overtime charges and monthly invoicing are detailed in this condition.
8.3 Fixed Price
For fixed-price Services, total charges and payment installments are set in the Project Plan.
8.4 Exclusions
Certain costs are excluded from fixed-price and daily rate, invoiced separately.
8.5 Payment Terms
Invoices are due within 30 days of receipt.
8.6 Late Payment
The Agency may charge interest and suspend Services for late payments.
8.7 Time Essence
Time for payment is of the essence.
8.8 Termination
All sums become due immediately upon termination, without prejudice to interest claims.
8.9 Set-off
The Agency may set off Client liabilities against Agency obligations.
9. Intellectual Property Rights
9.1 Assignment
On full payment, the Agency assigns Intellectual Property Rights to the Client.
9.2 Further Acts
The Agency will perform acts to secure the Client’s full benefit of Intellectual Property Rights.
10.Confidentiality and Ownership of Materials
10.1 Hashadv Branding
referred to as “the Agency,” and the client, hereinafter known as “the Client,” acknowledge that all technical, commercial know-how, specifications, inventions, processes, or initiatives disclosed by the Agency, its employees, agents, or sub-contractors are of a confidential nature. The Client agrees to keep such information confidential and limit disclosure to relevant personnel involved in discharging their obligations to the Agency.
10.2 Materials
equipment, tools, drawings, specifications, and data supplied by the Agency, including Pre-existing Materials and the Agency’s Equipment, remain the exclusive property of the Agency. The Client shall ensure the safekeeping, maintenance, and proper use of these materials in accordance with the Agency’s instructions.
10.3 This confidentiality and ownership clause remains in effect even after the termination of the Contract.
Limitation of Liability
11.1 The Agency’s financial liability to the Client, including acts or omissions of its employees, agents, and sub-contractors, is outlined in this clause.
11.2 All warranties, conditions, and implied terms by statute or common law are excluded to the fullest extent permitted by law.
11.3 The Agency is not liable for special, indirect, consequential, or economic losses. The total liability for any breach is limited to the price paid for the Services.
Data Protection
The Client agrees that details such as name, address, and payment records may be submitted to a credit reference agency, and personal data will be processed by the Agency in connection with the Services.
Termination
13.1 The Contract terminates automatically upon completion of the Project as per the agreed Project Plan.
13.2 Either party may terminate the Contract with three months’ written notice or immediately in specific circumstances, including a material breach by the other party or insolvency events.
13.3 Upon termination, the Client must settle outstanding invoices, return Pre-existing Materials, and the parties’ accrued rights shall not be affected.
Force Majeure
The Agency is not liable for failure to perform obligations due to events beyond its control, including acts of God, war, or government orders.
Variation
No variation of the Contract or terms is valid unless in writing and signed by both parties, subject to conditions 4 and 7.
Waiver
16.1 Written waivers are effective only for the addressed party and circumstances specified.
16.2 Rights under the Contract are cumulative and do not exclude rights provided by law.
Severance
17.1 If any provision is found invalid, other provisions remain in force.
17.2 Validity, enforceability, and legality will be maintained to the greatest extent possible.
17.3 The parties agree to attempt to substitute any invalid provision with a valid one.
Status of Pre-Contractual Statements
The parties acknowledge that the Contract supersedes any prior statements, and any contradiction with the SLA will defer to the Contract.
Assignment
19.1 The Client cannot assign rights without the Agency’s written consent.
19.2 The Agency may assign rights at any time.
No Partnership or Agency
The Contract does not create a partnership or agency between the parties.
Rights of Third Parties
The Contract benefits only the parties involved and is not enforceable by third parties.
Notices
Notices under the Contract must be in writing and sent to the specified addresses or fax numbers. Deemed receipt times are defined.
Governing Law and Jurisdiction
23.1 The Contract is governed by English law.
23.2 Disputes will be subject to the exclusive jurisdiction of the English courts.
These terms are presented on behalf of Hashadv Branding and adhere to Indian Government terms, incorporating GST-related terms where applicable.
