CharlieMike. Limited | Terms of Service
CharlieMike. Limited
Registered company number: 14355008
Registered address: 24 Pear Tree Mead, Harlow, Essex CM187BY
Terms
Discovery call: Initial short call between Charlie Mike and you, the client, to discuss the services you are commissioning us to carry out or suggestions from us which we believe to be a solution to your project.
Scope of Work: SoW/quotation/contract/agreement
Final Deliverables: Means the final versions of Deliverables provided by Charlie Mike and accepted by the Client.
Deliverables: Means the services and work product specified in the Scope of Work to be delivered by Charlie Mike, to the Client.
Client Content: Means all materials, copywriting, images, products, data or other creative content provided by the Client, used in preparing or creating the Deliverables.
Third Party Materials: Means proprietary third party materials which are incorporated into the Final Deliverables, including but without limitation to stock imagery, content, third party tools.
Design & Development Tools: Means all tools developed and/or used by Charlie Mike in performing the Services, including pre-existing and newly developed software including source code, design software, type fonts, and application tools, together with any other software.
Application and entire agreement
1. These Terms and Conditions apply to the provision of the services detailed in our Scope of Work (SoW) (quotation) by ‘CharlieMike. Limited’ a company registered in England and Wales to the person/business/organisation buying the services.
2. You are deemed to have accepted these Terms and Conditions when you accept the SoW or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Services
4. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
5. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
6. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
7. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your obligations
8. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services. You must supply any content, such as existing branding, imagery, copy or any other media which was agreed in our SoW.
9. If you do not comply with clause 8, we can terminate the Services.
10. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
11. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
12. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 13 also apply to these additional services.
13. You must pay a 50% deposit (Deposit) as detailed in the quotation within 7 days of acceptance.
14. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
15. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
16. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn).
17. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
18. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you if applicable.
19. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment
20. Payment is due when Charlie Mike completes each milestone as listed in the Scope of Work, and the Client accepts and signs-off the Deliverables, for that milestone.
21. Additional Costs: Pricing in the Scope of Work only includes design and development fees. Any other costs, such as servers, hosting, licensing or third party tools and systems, will be billed to the client separately as agreed in the SoW.
22. Hosting Squarespace Website: Hosting will either be on Squarespace which is included in the subscription or a third party hosting platform such as 1&1 IONOS which will be an additional cost.
23. You must pay the Fees due within 7 days of the date of our invoice or otherwise you will incur a 10% late payment fee per week thereafter. (For example: £300 on 2nd Nov needs paying by 16th Nov if not paid by 17th Nov the invoice will be updated to £330 and so on).
24. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
25. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
26. Receipts for payment will be issued by us only at your request.
27. All payments must be made in British Pounds by Bank transfer unless otherwise agreed in writing between us.
28. Charlie Mike will require 100% of an invoice paid in full up front for any printing costs on a project.
Sub-contracting and assignment
29. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
30. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
31. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make payment of any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual property
32. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights. This is to maintain any standards such as visual identities and brand guidelines we have created for you.
33. If you, the client, wish to use a third party agency to carry out any projects using the content we have created then it will be at our discretion or a fee will need to be agreed.
Accreditation & Promotion
34. Accreditation: CharlieMike. Ltd. shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by CharlieMike. Ltd. in the Deliverables. Example: ‘Site created by CharlieMike.’ Discreetly placed in the footer.
35. Promotion: CharlieMike. Ltd. retains the right to reproduce, publish and display the Deliverables on CharlieMike. Ltd.’s website, case studies, other design/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.
36. Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
Liability and indemnity
37. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
38. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
39. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
40. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
41. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Communications
42. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
43. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by email and a successful transmission report or return receipt is generated;
44. All notices under these Terms and Conditions must be addressed to the most recent address, email address or notified to the other party.
Law and jurisdiction
45. This Agreement shall be governed by, and interpreted according to, the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Complete Agreement:
This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
Last updated: 06/04/2023