1. Services

1.1 The services Mono Industries shall provide to you and the prices to be paid for such work will be set out in an Estimate. Where alterations to the services to be provided are proposed by you or Mono Industries during the course of the work, these shall be agreed by us both in writing before the work proceeds.

1.2 Unless otherwise agreed in writing, payment to Mono Industries for the work to be undertaken under this agreement is due on delivery of the work on receipt by you of an invoice from us.

1.3 Mono Industries will use reasonable endeavours to abide by dates agreed for delivery of material to you. You agree to supply material you are to provide to us in order for us to perform our work under this agreement (where relevant) at least one week in advance of the delivery date and Mono Industries will not be liable where failure to deliver is caused by your delay.

1.4 Mono Industries will not be responsible for any delay or failure to deliver material under this Agreement caused by circumstances beyond our control, such as acts of God, fire, strikes, failure of sub-contractors or suppliers to supply material required. Where such delay occurs Mono Industries’ obligations under this Agreement shall be suspended for the period of such delay.

1.5 Where you do not confirm in writing acceptance of the Supplies within 14 days of delivery to you the Supplies are deemed accepted by you at the earlier of the expiry of such 14 day period or your first live use. Where the Supplies are rejected by you, whether in whole or in part, Mono Industries will endeavour to correct the Supplies within 14 working days to ensure compliance with this Agreement.

1.6 Mono Industries shall be given the first opportunity to make any revisions requested by the Client. If the revisions are not due to any fault on the part of Mono Industries, an additional fee shall be charged. If Mono Industries objects to any revisions to be made by the Client, Mono Industries shall have the right to remove its name from the published work.

 

2. Intellectual Property Rights

2.1 ‘Supplies’ means all artwork, data, photographs, information, programs and other materials and software which Mono Industries provides to you pursuant to this Agreement but does not include material which Mono Industries obtained from you.

2.2 Mono Industries warrants that to the best of our knowledge and belief the Supplies are original to us; however Mono Industries cannot be and is not responsible for compliance of the Supplies with laws of all jurisdictions of the world to which users of any relevant web site have access. It is your responsibility to satisfy yourself of such compliance.

2.3 Unless otherwise stated in this document (Special conditions – Ownership of Intellectual Property Rights) and further subject to your paying Mono Industries invoiced fees in full in accordance with the terms of this Agreement, Mono Industries grants to you a non-exclusive license of the Intellectual Property Rights, including, without limitation, copyright and related rights anywhere in the world, of the Supplies of this Agreement for the purposes of use with your brand or otherwise as agreed in writing from the date of your acceptance of the Supplies. Mono Industries reserves the right to veto any use outside the scope of this license.

2.4 Mono Industries reserves moral rights in the Supplies and you confirm that you shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Supplies without Mono Industries prior written consent.

 

3. Warranties

3.1 You warrant that the supply and use of material provided by you does not and will not breach any third party rights, including, without limitation, Intellectual Property Rights.

 

4. Disclaimer

4.1 Mono Industries will not be liable for any claims, losses and/or damage of any kind you may incur as a result of an act or omission of any third party for whom Mono Industries have no responsibility. This is relevant, without limitation, to persons you may engage for printing.

 

5. Invoicing and payment

5.1 Invoices will be issued in accordance with an itemised Schedule.

5.2 At the time of the commencement of work, the Client shall pay Mono Industries 30% of the fee as an advance against the total fee. The balance is to be paid upon completion of the assignment and shall be invoiced 30 days prior to the project being completed less any adjustments.

5.3 Unless otherwise agreed, Mono Industries’ payment terms are 30 days from the date of invoice.

5.4 In the event that work is postponed for longer than 60 days or at the request of the Client, Mono Industries will have the right to bill pro rata for work completed through the date of that request, while reserving all other rights.

5.5 Mono Industries may agree to open a credit account (subject to satisfactory credit references being supplied) but reserves the right to withdraw credit facilities at any time.

5.6 Interest on overdue invoices will be charged on a daily basis at the rate of 1.5% per month.

5.7 If a project is cancelled or postponed or another designer’s services are bought, only work that was actually undertaken, completed or otherwise, will be invoiced.

 

6. Confidential Information

6.1 Any information about Mono Industries or you or about your products or financial or business information shall be treated as confidential, used only for the purpose of performance of obligations under this Agreement and not disclosed save as permitted under this Agreement, without limit as to time. Information in the public domain other than through the default of the other party shall not be deemed confidential under this clause.

6.2 The termination of this agreement will not affect this clause.

6.3 Mono Industries will be entitled to make reference to our relationship with you in our publicity material.

6.4 Where Mono Industries has signed a confidentiality agreement with you, this shall continue without limit as to time in addition to the provisions in this clause.

 

7. Termination

7.1 Save as provided below, this Agreement shall continue until the work contracted for as set out in the Schedule is performed, or, where an on-going work commitment is signed, on expiry of two week’s written notice from one of us to the other.

7.2 Where one party is in breach of this Agreement the other may serve written notice to terminate the Agreement forthwith, save that where the breach can be remedied 30 days notice to remedy shall first be given and where remedied such termination will not take effect.

7.3 Either party may terminate this Agreement forthwith by written notice where the other goes into liquidation, or administration, or is declared bankrupt or otherwise is unable to pay its debts as they fall due.

7.4 Without prejudice to Mono Industries’ proprietary rights, on termination by you for breach or liquidation/administration, Mono Industries shall send to you in accordance with your reasonable directions any material relating to the Supplies (where relevant) then in our possession or control and the licence to use the Supplies shall continue without limit as to time.

7.5 On termination by Mono Industries for breach or bankruptcy/liquidation/administration your rights to use the Supplies shall cease and you shall return any disks (or other comparable storage media) supplied to you (containing any Supplies) and retain no copies thereof.

 

8. General

8.1 No variation of this Agreement will be valid unless agreed in writing by us both. For the avoidance of doubt, e-mail communications may be used to agree a variation in accordance with this clause but not word of mouth.

8.2 You may not assign this Agreement without Mono Industries’ prior written consent. The licences granted under this Agreement are personal to you and only for the purposes and/or media set out in this Agreement. Further licences, licensees, uses and other matters not licensed under this Agreement shall only be granted where Mono Industries so consent and usually on payment of additional licence fees.

8.3 The Agreement sets out the entire Agreement between us save for any confidentiality agreement between us or other documents referred to in the Estimate.

8.4 All representations, warranties or other assurances made by or on behalf of Mono Industries to you other than as set out in this Agreement do not form part of this Agreement nor shall they be legally enforceable or actionable.

8.5 If any provision of this Agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect.

8.6 No forbearance or delay by Mono Industries in enforcing rights under this Agreement will prejudice or restrict rights and no waiver of any breach of such rights or waiver of the rights will be deemed to be a waiver of any other right or of any later breach.

8.7 Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of principal and agent or employer and employee.

8.8 All notices shall be in writing and sent to the address supplied by the Client or such other address as the recipient may designate by notice given in accordance with this provision. Any notice may be delivered personally or by first class prepaid letter and shall be deemed to have been served if by personal delivery when delivered, if by first class post 48 hours after posting.

8.9 This Agreement shall be governed by English law and we both submit to the non-exclusive jurisdiction of the English courts in relation to any dispute under this Agreement.