Terms of business

  1. Interpretation
    1. The definitions and rules of interpretation in this clause apply in these Terms.
      “Contract” any agreement between the Customer and Trust, and including, but not limited to the Customer’s acceptance of any quotation for Services by Trust under clause 2.2 below and including any Special Terms agreed by Trust and the Customer and in any and each event incorporating these Terms;
      “Trust” Trust Brand Communications Limited, a company incorporated in England and Wales with company number 7800531 and whose trading office is at, Riverside House, Kings Reach Business Park, Yew Street, Stockport, Greater Manchester SK4 2HD;
      “Customer” the person, firm or company who purchases Services from Trust;
      “Customers Equipment” any equipment, systems, copy, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services;
      “Deliverables” all Documents, products and materials developed by Trust or its agents, subcontractors, consultants and employees in relation to the Services in any form, including but not limited to computer programs, data, reports and specifications (including drafts);
      “Document” includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, proof, tape, disk or other device or record embodying information in any form;
      “In-put Material” all Documents, information and materials provided by the Customer relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
      “Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, typography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      “Pre-existing Materials” all Documents, information and materials provided by Trust relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;
      “Quotation” all written or verbal proposal by Trust for services to be supplied which is sent or otherwise communicated to the Customer for the Customers consideration and which shall be an invitation to treat and not an offer by Trust. The approval or acceptance of a Quotation by the Customer shall constitute an offer by the Customer to engage Trust in respect of the Services set out in the Quotation;
      “Services” the services to be provided by Trust under the Contract as set out in the quotation, together with any other services which Trust provides, or agrees to provide, to the Customer;
      “Special Terms” the specific agreed terms agreed by Trust and the Customer to which these Terms apply, in particular relating to the Services to be specifically provided price payable and proposed delivery dates;
      “Terms” these terms and conditions of sale and supply of goods and services including the Special Terms;
      “Trust’ Equipment” any equipment, including tools, systems, cabling or facilities, provided by Trust or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between and signed by the parties under which title passes to the Customer; and
      “VAT” Value added tax chargeable under English law for the time being and any similar additional tax.
      Incorporation of Terms and conditions
    2. These Terms shall:
      1. apply to and are incorporated into the Contract; and
      2. prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s brief, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
    3. The Customer’s brief, or the Customer’s acceptance of a quotation for Services by Trust, constitutes an offer by the Customer to purchase the Services specified in it on these Terms. No offer or order placed by the Customer shall be accepted by Trust other than:
      1. by a written acknowledgement confirming acceptance of the order issued and executed by Trust (and which acknowledgement shall incorporate these Terms); or
      2. (if earlier) by Trust starting to provide the Services, when a contract for the supply and purchase of the Services will be established subject to these Terms. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not be incorporated, or deem to be incorporated into, any Contract.
    4. Quotations are given by Trust based upon the Customer’s request, proposed brief and description of the work and services to be carried out by Trust. They are given on the basis that no Contract shall come into existence except in accordance with clause 1.2. Any quotation is valid for a period of 14 days from its date, provided that Trust has not previously withdrawn it.
    5. Where a Contract is formed pursuant to a Quotation, Trust shall have no liability or obligation in respect of any services which are not specifically and clearly set out in the Quotation or the Brief upon which the Quotation was based, and where the Customer requires additional Services to be provided by Trust, such additional Services shall be the subject of a separate quotation and Contract.
    6. The Services supplied under the Contract shall be provided by Trust to the Customer from the date agreed by the parties in writing. Unless agreed otherwise in writing, Trust shall not begin providing the Services until the quotation has been signed.
    7. Subject to clause 15, the Services supplied under the Contract shall continue to be supplied for the period set out in the Special Terms or where no such period is specified the Services will be [of a continuous nature] unless the Contract is terminated by one of the parties giving to the other not less than 3 months’ notice.
  2. Trust’s obligations
    1. Trust shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Contract.
    2. Trust shall use reasonable endeavours to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
  3. Customer’s obligations

    1. The Customer shall:
      1. co-operate with Trust in all matters relating to the Services.
      2. provide Trust, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by Trust to perform the Services.
      3. provide to Trust, in a timely manner, such In-put Material and other information as Trust may reasonably require and ensure that it is accurate in all material respects.
      4. ensure that all Customers’ Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements.
      5. ensure that all In-put material is owned by the Customer, or, if not, ensure that the Customer has permission from the legal owner to supply it to Trust for the purpose of Trust supplying the Services.
      6. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of Trust’s Equipment, the use of In-put Material and the use of the Customer’s Equipment in relation to Trust’s Equipment, in all cases before the date on which the Services are to start; and
      7. keep, maintain and insure Trust’s Equipment in good condition, and not dispose of or use Trust’s Equipment other than in accordance with Trust’s written instructions or authorisation.
    2. The Customer acknowledges that the late supply of In-put Material may have an impact on Trust’s ability to deliver the Services within the estimated deadline. If Trust’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Trust shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
    3. The Customer shall be liable to pay to Trust on demand, all reasonable costs, charges or losses sustained or incurred by Trust (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Trust confirming such costs, charges and losses to the Customer in writing.
    4. The Customer shall not, without the prior written consent of Trust, at any time from the date of the Contract to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from Trust or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Trust in the provision of the Services.
    5. Any consent given by Trust in accordance with clause 3.4 shall be subject to the Customer paying to Trust a sum equivalent to 20% of the then current annual remuneration of the relevant Trust employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

  4. Charges and payment
    1. In consideration of the provision of the Services by Trust, the Customer shall pay the charges as set out in the Special Terms (and otherwise as agreed in writing), which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Unless stated or agreed otherwise, the Deposit set out in the Special Terms must be paid prior to Trust commencing the Services. Clause 4.2 shall apply if Trust provides Services on a time and materials basis. Clause 4.3 shall apply if Trust provides Services for a fixed price. The remainder of this clause 4 shall apply in either case.
    2. Where Services are provided on a time and materials basis:
      1. the charges payable for the Services shall be calculated in accordance with Trust’s standard hourly fee rates, as set out in the quotation and as amended from time to time in accordance with clause 4.9;
      2. Trust shall be entitled to charge an overtime rate of ‘time and a half’ based of the standard hourly fee rate for any time worked by individuals whom it engages on the Services outside the hours agreed to be provided for in the quotation or outside the hours of 9.00 am and 5.30 pm;
      3. all charges payable by the Customer shall be exclusive of VAT, which Trust shall add to its invoices at the appropriate rate;
      4. where the Customer has agreed to be charged by Trust on a “time spent” basis, Trust shall ensure that every individual whom it engages on the Services completes job sheets recording time spent on the Services, and Trust shall use such time sheets to calculate the charges covered by each monthly invoice referred to in clause 4.2.5 Trust shall invoice the Customer in arrears from time to time for its charges for time, expenses and materials (together with VAT where appropriate) for the period concerned, calculated as provided in this clause.
      5. Each invoice issued for work done on a time spent basis shall set out the time spent on each aspect of the Services by each individual whom it engages on the Services and provide a detailed breakdown of any expenses and materials.
    3. Where Services are provided for at a fixed price, the total price for the Services shall be the amount set out in the Special Terms. Unless paid for upfront or otherwise agreed in writing by a director of Trust 50% of the total price for the Services must be paid to Trust prior to Trust providing the Services to the Customer. The balance of the total price shall be paid to Trust (without deduction or set-off) as and when invoices are issued by Trust save where the Customer has been granted credit facilities in which case the balance of the total price shall be paid within 30 days of Trust invoices, as and when they are issued.
    4. Any fixed price and daily rate contained in the quotation usually excludes:
      1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Trust engages in connection with the Services, and the cost of any materials or disbursements. Such expenses, material costs and disbursements shall be rechargeable to the Customer by Trust at cost; and
      2. VAT, which Trust shall add to its invoices at the appropriate rate.
    5. All reversionary work or additional work requested by the Customer, which is requested following commencement of the Service and which is outside the scope of the Special Terms, or where there are no Special Terms, the quotation supplied by Trust, (including any services necessarily procured in order to carry out the Service) shall be regarded as additional to the cost given in the quotation and will be invoiced separately.
    6. Our fees and process do not include copy writing, printing or photography unless otherwise stated.
    7. All charges quoted by Trust are estimates and are subject to final confirmation of technical specification.
    8. All work will includes one set of amendments of design work/artwork. Any additional work will be charged at Trust’s standard hourly fee rates.
    9. Where Trust is charging the Customer on a “time spent” basis, the Customer agrees that Trust may review and increase its standard hourly fee rates, provided that such charges cannot be increased more than once in any 12-month period. Trust will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, it may, within 2 weeks of such notice being received or deemed to have been received in accordance with clause 10, terminate the Contract by giving 3 months written notice to Trust.
    10. The Customer shall pay each invoice submitted to it by Trust, in full and in cleared funds, within 15 days of the date of the invoice.
    11. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Trust on the due date, Trust may:
      1. charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. Trust may also claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
      2. suspend all Services until payment has been made in full.
    12. Time for payment shall be of the essence of the Contract.
    13. All sums payable to Trust under the Contract shall become due immediately on its termination, despite any other provision. This clause 4.13 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
    14. Trust may, without prejudice to any other rights it may have, set off any liability of the Customer to Trust against any liability of Trust to the Customer.
  5. Website design
    1. Where a Customer and Trust have agreed under these Terms that, Trust will design and build a website based on the Customer’s agreed brief the following shall apply in addition to the other Terms.
    2. Unless otherwise specifically agreed in writing with a director of Trust, a non-refundable deposit of 50% of the agreed fee for the design and build of the website must be paid by the Customer on acceptance of Trust’s quotation and, in any event, before Trust provides the Services. The balance of Trust charges must be paid prior to the website going live and the website being made fully available to the Customer. If any charges are not paid on or before the date for payment, Trust may suspend the provision of the Services and Trust will not be obliged to upload the website to the relevant server or supply the website files to the Customer for use .
    3. Once Trust has been paid in full for its website design service, Trust will provide a version of the Customer’s website to the Customer for the Customer’s review and approval. Once approval has been given, which can include by email or verbally, Trust will release the website to the Customer. Following approval by the Customer of the final version of the website, Trust will have no liability for any errors or downtime due to changes being made to the website by the Customer of any third parties].
    4. Trust reserves the right to refuse to deal with, incorporate into website materials or otherwise handle or upload any material that they deem to be offensive, illegal or controversial.
    5. Unless agreed otherwise, the Customer agrees that Trust shall be free to:
      1. reproduce, use, disclose, display, transmit, perform, create derivative works, and distribute any item from the Customers website; and
      2. use any ideas, concepts, know how or techniques used in the construction of the Customer’s website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.
    6. Trust recommends that any website that it produces for a Customer should have a website terms of use policy and, where personal data is held, a privacy policy. It is the Customer’s responsibility to arrange for these policies to be drafted and added to their website. Trust will have no liability to the Customer of any third party if the Customer does not use these policies.
  6. Website hosting and maintenance services
    1. Where the Customer and Trust have agreed under these Terms that Trust will provide website hosting and maintenance services. Trust will use reasonable endeavours to provide a reliable and professional service.
    2. Trust will provide to the Customer the amount of bandwidth agreed under these Terms. Should the Customer’s website exceed the permitted allowance, Trust reserves the right to either charge an additional fee or to request that the Customer transfer their hosting to an alternative provider. Trust will on request suggest alternative hosting arrangements (including the relevant charges payable by the Customer) to the Client where that is the proposed course of action.
    3. Payment for the period of such services must be paid upfront and prior to Trust incurring any relevant costs and the Customer must set up a standing order or direct debit to pay Trust charges on a monthly basis. Trust reserves the right to deactivate the Customer’s website where the hosting and/or maintenance fees are not paid on time. Trust shall be entitled to charge the Customer (and the Customer shall pay to Trust) an administration fee, currently £85, for reactivating the Customer’s website.
    4. Trust cannot guarantee that website hosting will be available to the Customer at all times, especially in the event of a failure beyond Trust control.
    5. For the purpose of maintenance services, website hosting may have to be suspended for short periods of time. Trust will endeavour to notify the Customer of any such periods.
    6. Where the Customer does not use Trust for website hosting and maintenance, Trust will have no liability in respect of these services.
  7. Domain name registration
    1. Where agreed by the Customer and Trust under these Terms that Trust will provide domain name registration services the following shall apply.
    2. Domain name registration is completed through a third party domain name provider. The registration of a domain name on behalf of the Customer is subject to the terms and conditions of those third parties.
    3. Domain names are typically registered for 12 months.
    4. Trust will advise the Customer of the relevant renewal dates and fees. Trust must receive renewal fees prior to the relevant renewal date. If the renewal fees are not received prior to the renewal date, Trust will not renew the domain registration and the domain name may be lost to a third party.
    5. The Customer must ensure that the domain name does not infringe upon a third party’s legal rights, or that it is not used for any unlawful purpose and Trust shall have no liability in respect thereof.
    6. Trust will charge a fee, currently £45, for a domain name transfer. A domain name will only be transferred once Trust has received the full domain name transfer fee from the Customer.
  8. General design
    1. Where Trust agrees to supply the Customer with design services under these Terms the following shall also apply.
    2. Following agreement of the Terms there will be a design phase during which Trust may have a number of meetings with the Customer to take further instructions. Once the design phase has ended, Trust will finalise their design and request that the Customer approve the design by signing a final approval sheet or by confirming approval in an email or verbally, or such other method as Trust shall notify to the Customer.
    3. Once the Customer has given final approval, any further design work requested by the Customer will be charged at Trust’s’ hourly rate.
    4. Where Trust are asked to tender for the design work of a Customer or any other third party, or in any situation where Trust are asked to produce design services before the Customer or a third party signs these Terms, the Customer or the third party acknowledges that Trust will invest both time and money in producing the initial tender/design work and the Customer agrees that it will pay to Trust its usual charges on a “time spent” basis if Trust does not secure the tendered/potential work and the Customer or third party, or any party connected to the Customer or the third party, then uses the design supplied by Trust, or any design which, in the reasonable opinion of Trust, is based upon Trusts original work. The Customer [or the third party] acknowledges and agrees that this fee is a genuine pre-estimate of Trust’s costs in producing such work. Trust may reduce this amount if its costs are substantially below this figure or in its absolute discretion. This sum must be paid within 7 days of the Customer [or the third party] receiving Trust’s invoice in respect thereof.
  9. Photography
    1. Where the Customer and Trust agree under these Terms that photography shall be part of the Services, this can be provided by Trust , a third party of Trust’s choosing, a third party of the Customer’s choosing or by the Customer itself.
    2. Photography provided by Trust, or where Trust engages the services of a third party to provide such photography, will be invoiced at the rate set out in the Special Terms or (If there are no Special Terms for Photography) quotation upon which these Terms are based. No charge will be made in respect of photography submitted by the Customer.
    3. Where the Customer provides photography to be used by Trust, Trust will not be liable for any copyright or other intellectual property infringements and the Customer shall indemnify and keep Trust indemnified against any claims in respect thereof. Trust reserves the right to refuse any photography provided by the Customer unless adequate proof is provided that the Customer is the owner or proper licensee of the photography and is entitled to use such photography.
    4. Where Trust or a third party engaged by Trust provides photography for the Customer, the Customer will be required to approve such photography either in writing (which shall include by email) or verbally, or such other method as Trust shall notify to the Customer. Trust will have no liability for any such photography once the Customer has approved it, or if Trust decides to proceed with the photography if they are unable to obtain such approval within 14 days.
  10. Printing and signage
    1. Where Trust and the Customer agree under these Terms that Trust will provide printing and/or signage services as set out in the quotation the following shall also apply.
    2. Prior to Trust producing the printing and/or signage requested by the Customer, the Customer will be required to approve the printing and/or signage by signing a final approval sheet or by confirming approval in an email or verbally, or such other method as shall notify to the Customer and which approval shall be final and binding on the Customer.
    3. Once the Customer has given final approval, any printing and/or signage work requested by the Customer will be charged at Trust’s hourly rate for printing services together with any third party printing costs incurred by Trust.
  11. Intellectual property rights
    1. Save where agreed otherwise (for example, where Trust agrees to license the design and code to a website to the Customer for an annual fee), as between the Customer and Trust, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials (excluding any material provided by the Customer) shall be owned by Trust until all sums invoiced by Trust to the Customer have been paid in full.
    2. The Customer grants Trust a license for the duration of any agreement between Trust and the Customer to use the Customer’s Equipment and the In-put Material.
    3. The Customer acknowledges that, where Trust does not own any Pre- existing Materials, the Customer’s use of rights in Pre-existing Materials is conditional on Trust obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Trust to license such rights to the Customer and the cost incurred by Trust in obtaining any such licence shall be rechargeable to the Customer as a disbursement by Trust.
  12. Limitation of liability
    THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. This clause 14 sets out the entire financial liability of Trust (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
      1. any breach of the Contract;
      2. any use made by the Customer of the Services, the Deliverables or any part of them; and
      3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these Clauses limits or excludes the liability of Trust:
      1. for death or personal injury resulting from negligence; or
      2. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Trust.
    4. Subject to clause 12.2 and clause 12.3 Trust shall not be liable for:
      1. loss of business; or
      2. loss of goods; or
      3. loss of contract; or
      4. loss of use, for example, a the Customer’s website being unavailable; or
      5. loss of corruption of data or information; or
      6. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
      7. Trust’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
  13. Data protection
    1. The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Trust in connection with the Services.
  14. Termination
    1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 1 months written notice if:
      1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
      2. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
      3. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
      4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
      5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
      8. a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
      10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
      11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1.4 to clause 14.1.10 (inclusive); or
      12. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
    2. Trust may terminate the Contract on one month’s written notice if there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001).
    3. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to Trust all of Trust’s outstanding unpaid invoices and interest and, in respect of Services supplied or disbursements incurred but for which no invoice has been submitted, Trust may submit an invoice, which shall be payable immediately on receipt in each case;
      2. the Customer shall, within a reasonable time, return all of Trust’s, Pre-existing Materials and Deliverables. If the Customer fails to do so, then Trust may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
      3. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
    4. On termination of the Contract (however arising), the following clauses shall survive and continue in full force and effect: clause 12; clause 13; clause 14; clause 15; clause 17 and clause 18.12.
  15. Confidentiality and Trust property
    1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Trust, its employees, agents, consultants or subcontractors and any other confidential information concerning Trust’s business or its products which the Customer may obtain.
    2. The Customer may disclose such information:
      1. to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer’s obligations under the Contract; and
      2. as may be required by law, court order or any governmental or regulatory authority.
    3. The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clause 15.
    4. The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract.
    5. All materials, equipment and tools, drawings, specifications and date supplied by Trust to the Customer (including Pre-existing Materials and the Supplier’s Equipment) shall, at all times, be and remain as between Trust and the Customer the exclusive property of Trust, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Trust, and shall not be disposed of or used other than in accordance with Trust’s written instructions or authorisation.
  16. General
    1. Trust shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Trust or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
    2. Trust may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If Trust requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.
    3. Subject to clause 16.2, no variation of the Contract or these Terms shall be valid unless it is in writing and signed by or on behalf of each of the parties.
    4. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
    5. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    6. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
    7. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
    8. The Customer shall not, without the prior written consent of Trust, assign, transfer, charge, mortgage, subcontractor deal in any other manner with all or any of its rights or obligations under the Contract. Trust may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
    9. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    10. A person who is not a party to the Contract shall not have any rights under or in connection with it.
    11. Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
    12. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).
“We now look like the business that we actually are thanks to Trust's unique approach to values-based branding.”
Nigel Bennett
Managing Director - Hallidays