Updated: 21 February 2021
CONDITIONS OF BUSINESS (PURCHASER)
All and any business undertaken by FIRST LONGEVITY is relation to the Services for the Purchaser is subject to these Conditions of Business which take the place of any other terms or conditions sought to be imposed by or on behalf of the Purchaser and form the entire agreement between the parties. They may not be altered or varied without the written approval of a director of FIRST LONGEVITY and an authorised representative of the Purchaser.
1.1. FIRST LONGEVITY Limited (“FIRST LONGEVITY”) is an independent contractor whose registered office is 2 Chawley Park, Cumnor Hill, Oxford, Oxfordshire, England, OX2 9GG, United Kingdom
1.2. The Purchaser (“Purchaser”) is the individual, association, corporation or consortium which agrees to be bound by these Conditions of Business
1.3. The Quotation (hereinafter called “the Quotation”) is the detailed proposal of fees and services to which these Conditions of Business apply
1.4. The Services (“Services”) detailed in the Quotation can include, but not be limited to; advertising, public relations, copywriting, direct marketing, website development, event management which FIRST LONGEVITY may provide to the Purchaser
INDEPENDENT CONTRACTOR STATUS
2.1. FIRST LONGEVITY is engaged as an independent contractor. Nothing herein will be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship for any purpose
2.2. FIRST LONGEVITY has no authority to and will not make any representations or incur any liability or cost or enter into any contracts or other arrangements involving the Purchaser in financial or other commitments without the Purchaser’s express prior approval in writing
2.3. FIRST LONGEVITY is solely responsible for payment of all taxes and national insurance contributions incurred by FIRST LONGEVITY and for all other liabilities of a statutory nature which become payable in respect of fees and expenses due to FIRST LONGEVITY hereunder or otherwise in consequence of performance of the Services and shall account to H.M. Revenue & Customs for all VAT paid to FIRST LONGEVITY by the Purchaser.
2.4. FIRST LONGEVITY represents and warrants that neither FIRST LONGEVITY nor its employees or agents is under any pre-existing obligation or obligations inconsistent with the provisions of these Conditions of Business
FIRST LONGEVITY’S APPOINTMENT
3.1. FIRST LONGEVITY will not commence the Services until the Quotation has been approved by a duly authorised signatory of the Purchaser by email transmission
3.2. FIRST LONGEVITY’s appointment to provide the Services shall commence on the date when FIRST LONGEVITY commences provision of the Services and shall continue until all Services detailed in the Quotation have been completed
FIRST LONGEVITY’S STANDARDS OF SERVICE
4.1. FIRST LONGEVITY undertakes to use its skill and expertise to provide the Purchaser with a high-quality service which meets the brief agreed with the Purchaser, however, no warranty is given as to the commercial performance and/or effectiveness of the Services detailed in the Quotation
4.2. If for any reason the Services do not meet the Purchaser’s complete satisfaction the Purchaser must notify FIRST LONGEVITY in writing within ten working days of the matter coming to the attention of the Purchaser, setting out in sufficient detail the matter complained of or the Purchaser will be deemed to be satisfied with the quality of the Services
FIRST LONGEVITY’S UNDERTAKINGS
5.1. FIRST LONGEVITY shall at all times in connection with performance of the Services:
– perform the Services in a manner consistent with ethical and professional standards;
– perform the Services with all reasonable skill and care and in a professional manner; and
– perform and complete the Services in a timely and cost effective manner
5.2. FIRST LONGEVITY warrants that designs, copy, editorial content and other materials or information created by it in performance of the Services shall be original works of FIRST LONGEVITY, its employees or contractors and will not infringe any intellectual property rights or any other right whatsoever of any third party
THE PURCHASER’S UNDERTAKINGS
6.1. The Purchaser shall provide FIRST LONGEVITY with all documents or other materials and data or other information necessary for the completion of the Services, in sufficient time to enable FIRST LONGEVITY to provide the Services in accordance with any timetable or other target for progress or completion agreed between the parties
6.2. The Purchaser shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all data or other information provided to FIRST LONGEVITY in the course of providing the Services
6.3. The Purchaser shall ensure that FIRST LONGEVITY is accorded sufficient access to any of the Purchaser’s key decision makers, information, data or personnel that is reasonably necessary for the completion of the Services
7.1. The Purchaser’s written approval of copy and selected production materials will be FIRST LONGEVITY’s authority to purchase production materials and prepare content and proofs, and the Purchaser’s written approval of proofs will be authority to publish online or offline as requested; further, it is understood by the parties that upon written approval to proceed all responsibility for omissions and/or errors passes from FIRST LONGEVITY to the Purchaser and that all fees for Services remain due and payable
7.2. The Purchaser’s written approval of audio visual scripts and/or story-boards will be FIRST LONGEVITY’s authority to make production contracts and engage performers and the Purchaser’s written approval of videos and recordings will be authority to transmit
7.3. The Purchaser’s written approval of schedules and estimates will be FIRST LONGEVITY’s authority to make reservations and contract for space, time and other facilities under the terms and conditions required by media or suppliers
7.4. Prior to the issue of any material FIRST LONGEVITY produces on behalf of the Purchaser which is an investment advertisement as defined by the Financial Services and Markets Act 2000; the Purchaser will ensure that the material has been approved by a person authorised under the Act
7.5. The Purchaser’s written approval of event plans and associated activities will be FIRST LONGEVITY’s authority to make venue contracts and contracts with external suppliers and performers associated with the event under the terms and conditions required by these suppliers
7.6. Wherever the Purchaser’s written approval is requested under this (or any other) conditions, such approval must not be unreasonably withheld or delayed
8.1. The Purchaser may request FIRST LONGEVITY in writing to change, reject, cancel or stop any and all plans, schedules or work in progress and FIRST LONGEVITY shall take all reasonable steps to comply provided that FIRST LONGEVITY can do so within its contractual obligations to suppliers and other third parties, and provided that FIRST LONGEVITY can recover the cost from the Purchaser of any exceptional wastage of work and for material already utilised
8.2. FIRST LONGEVITY’s Quotation accounts for one round of Purchaser amendments followed by a subsequent round of minor updates; it will be necessary for the Purchaser to reimburse FIRST LONGEVITY for any reasonable extra charges which it accrues as a result of further Purchaser amendments
8.3. In the event of any cancellation by the Purchaser it will be necessary for the Purchaser to reimburse FIRST LONGEVITY for any reasonable internal or external changes or reasonable expenses incurred on the Purchaser’s behalf and to which FIRST LONGEVITY is committed including third party contracts and also to pay FIRST LONGEVITY’s fee reasonably incurred covering the work already carried out on behalf of the Purchaser
9.1. The fees relating to the Services commissioned by the Purchaser will be those detailed in the Quotation
9.2. FIRST LONGEVITY will bear the cost of normal correspondence, telephone and IT expenses incurred by it in carrying out the Services detailed in the Quotation but FIRST LONGEVITY shall be entitled to charge the Purchaser expenses which will be reimbursed at cost; mileage will be charged at £0.45 (45p) per mile. All rail travel or air travel expenses shall be included as outlays with relevant supporting documentation, including VAT invoice, from the relevant supplier. Foreign travel will incur all relevant costs for economy class travel
TERMS OF PAYMENT
10.1. FIRST LONGEVITY’s invoices are payable immediately on the date on which they are rendered.
10.2. Some suppliers, particularly new media companies, market research organisations and exhibitions contractors, require payment in advance or at various stages of production. The Purchaser agrees to pay associated invoices in respect of such services upon presentation
10.3. All postage costs for direct mail and electronic email distribution activity must be paid by the Purchaser prior to e/mailing
10.4. FIRST LONGEVITY invoices or part thereof not subject to dispute which are not paid by the due date may be subject to interest at 4% over Lloyds Bank’s base rate from the date of due payment until the date of actual payment
10.6. FIRST LONGEVITY reserves the right to suspend work on any project commissioned by the Purchaser in the event that any invoices shall remain unpaid after the due date for payment
11.1. Copyright and any and all other intellectual property and other rights existing in the Services addressed in the Quotation will remain in the ownership of FIRST LONGEVITY
11.2. The Purchaser acknowledges, however, that FIRST LONGEVITY’s intellectual property will be subject to clearance of third party rights arising under standard trade agreements or other trading arrangements or as a manner of general law. In particular:
Designers, illustrators and photographers retain the copyright in any work commissioned by FIRST LONGEVITY on behalf of the Purchaser. All original illustrations and original digital images/transparencies/negatives/files and the rights therein remain the designer/illustrator/photographer’s property unless negotiated otherwise
It is further recognised that FIRST LONGEVITY may purchase non-exclusive stock images and audio visual materials as part of the Services addressed in the Quotation and that title and ownership remain with the chosen photographic/AV agency unless said purchase is made on an exclusive basis, which will be subject to increased costs and further commercial arrangements with the photographic/AV agency
11.3. FIRST LONGEVITY shall retain the copyrights in all material contained in any presentation/proposal made in competitive tender with any other third party in the event of said presentation/proposal being unsuccessful or any other material produced speculatively by FIRST LONGEVITY not being used, whether or not in competitive tender with any other third party
11.4. Upon termination of the Services all unused or unpublished plans and ideas prepared by FIRST LONGEVITY, whether the subject of copyright or not, shall remain FIRST LONGEVITY’s property and shall not be used by the Purchaser subsequently, regardless of whether or not the physical embodiment of any creative or consulting work is in the Purchaser’s possession in the form of copy, artwork, presentations or other media, electronic or otherwise
12.1. Any dates quoted for delivery of the Services addressed in the Quotation are approximate only and FIRST LONGEVITY shall not be liable for any loss or damage of any kind whatsoever suffered by the Purchaser from any delay from whatsoever cause arising, nor will any delay entitle the Purchaser to cancel or rescind the commitment to purchase the Services
13.1. FIRST LONGEVITY reserves the right to increase the Quotation price if FIRST LONGEVITY sub-contracts to a Third Party and for whatever reason the Third Party increases its prices to FIRST LONGEVITY. In this case FIRST LONGEVITY will only increase its price to the Purchaser by the amount of the increase charged by the Third Party to FIRST LONGEVITY
13.2. Where the Quotation for Services is based on information supplied by the Purchaser and that information is subsequently changed or proves to be incorrect, FIRST LONGEVITY reserves the right to increase the price of the Services or cancel the order at its absolute discretion
14.1. FIRST LONGEVITY may obtain or provide extra resources (whether in the form of contractors or personnel) of the requisite standard in order to ensure that the Services are completed in accordance with the Quotation
14.2. The Purchaser agrees and undertakes that at no time during the delivery of the Services or within one year of completion of the Services will the Purchaser solicit or offer employment and/or remuneration to any of the employees or sub-contractors of FIRST LONGEVITY
15.1. During the course of performing the Services FIRST LONGEVITY will have access to information that is confidential and proprietary to the Purchaser which is either designated as such or by its nature can be reasonably regarded as confidential or proprietary (“Confidential Information”).
15.2. FIRST LONGEVITY undertakes:
– to use the Confidential Information only in connection with the performance of the Services and for no other purposes;
– not to use the Confidential Information in any manner competitive with or detrimental to the interests of the Purchaser;
15.3. The above restrictions, which will survive completion of the services for one year and will not apply to information which (i) can be shown to have been independently created by FIRST LONGEVITY without access to or use of the Confidential Information, (ii) is or becomes publicly available through no default of FIRST LONGEVITY, or (iii) is required to be disclosed by law
DATA PROTECTION ACT STATEMENT
16.1. The Purchaser confirms that they are aware of all their obligations and responsibilities which may arise under the UK GDPR is the UK General Data Protection Regulation. It is a UK law which came into effect on 01 January 2021. It sets out the key principles, rights and obligations for most processing of personal data in the UK, except for law enforcement and intelligence agencies, and indemnifies FIRST LONGEVITY from all claims, losses and liabilities which the Seller may suffer or incur as a result of the Purchaser’s failure to comply with GDPR
LIMITATION OF LIABILITY
17.1 The Services have been negotiated and agreed by FIRST LONGEVITY with the Purchaser in the context of information provided by the Purchaser as to the Purchaser’s particular needs and requirements. The Services have been prepared and quoted accordingly. Therefore:
FIRST LONGEVITY shall have no liability to the Purchaser for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Purchaser which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non- arrival, or any other fault of the Purchaser;
FIRST LONGEVITY shall have no liability to the Purchaser for any loss, damage, costs, expenses or other claims for compensation arising from the Purchaser making use of the Services for any purpose not clearly disclosed to FIRST LONGEVITY or from the Purchaser allowing a third party to make use of the output of the Services;
FIRST LONGEVITY shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of the Quotation, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of FIRST LONGEVITY, its employees or agents or otherwise) which arises out of or in connection with the provision of the Services or its use by the Purchaser.
18.1 To the extent allowed by English law and excluding any liability for death personal injury or property damage caused by or contributed to by FIRST LONGEVITY in the conduct of the Services, where FIRST LONGEVITY has acted in good faith and with due professional care, the Purchaser shall indemnify FIRST LONGEVITY against any costs, damages and other charges, including legal costs on a full indemnity basis falling upon or borne by it arising from any default or neglect on the part of the Purchaser
18.2 FIRST LONGEVITY shall take out and maintain full and comprehensive insurance policies for employers’ liability and public liability in respect of the provision of the Services under this agreement. FIRST LONGEVITY’s Public Liability insurance cover shall be for not less than ¬£5M for any one claim or series of claims arising from the same event
19.1 Neither party shall be liable for any delay or failure to meet its obligations (other than a payment obligation) under this Quotation due to any cause outside its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage by third parties, civil commotion, strike, lockout or industrial dispute by a third party, unavoidable power failure or fire.
20.1 All notices will be in writing and will be sent to the address of the recipient shown on the Quotation, or any other address the recipient may designate by notice given in accordance with this Clause. Notices may be delivered by receipted email transmission
20.2 This Quotation is personal to the parties and neither party may assign, sub-contract or otherwise transfer any rights or obligations under this Quotation without the express written approval of the other
20.3 This Quotation constitutes the only agreement between the parties hereto. It shall therefore cancels, supersedes and replaces all prior agreements, express or implied, between the parties. This agreement and the terms and conditions of sales provided for herein may be modified only by written agreement subscribed by both parties
20.4 If any part of this Quotation is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed by the remainder of this Quotation, which will continue to be valid and enforceable to the fullest extent permitted by law
20.5 The parties acknowledge that no reliance is placed on any representation made but not embodied in this Quotation, but neither party excludes liability for any fraudulent misrepresentation. Except as otherwise permitted by this Quotation, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties
21.1 This Quotation will be construed in accordance with and be governed by English law and each party agrees to submit to the exclusive jurisdiction of the English courts
21.2 The parties shall at all times comply with local regulations applicable to this Quotation. In the event this Quotation or its performance is determined to be illegal or contrary to the laws, regulations or acts, this Quotation shall be null and void unless both the parties shall use their best endeavours to modify the Quotation to comply with such law, regulations, act or direction
CONDITIONS OF BUSINESS (SUPPLIER)
Updated: 21 February 2021
All and any business undertaken by the Supplier in relation to the Services for FIRST LONGEVITY is subject to these Conditions of Business which take the place of any other terms or conditions sought to be imposed by or on behalf of the Supplier and form the entire agreement between the parties. They may not be altered or varied without the written approval of a director of FIRST LONGEVITY.
THE SUPPLIER’S SERVICES
1.1. From time to time the FIRST LONGEVITY requires external support and the provision of services (the “Services”) including but not limited to; design, copywriting, photography, programming, media scheduling, media purchasing, filming, animation, printing, website development, product design, market research, sponsorship, event management, audio visual services, social media, media training, public relations, investor relations, direct marketing, fulfilment, email distribution, programming, advisory services and training services.
1.2. The terms of this Agreement will apply to all Services provided by the Supplier to FIRST LONGEVITY during the currency of this Agreement. FIRST LONGEVITY is not obliged to provide the Supplier with a minimum or any number of orders over a period of time.
1.3. This Agreement will be deemed to have commenced upon the date of this agreement and will continue until terminated in accordance with the termination clause of this Agreement, or by the conclusion of the provision of Services by Supplier or by mutual consent.
1.4. The Supplier shall ensure that the Services are provided in accordance with the terms of this Agreement.
INDEPENDENT SUPPLIER STATUS
2.1. The Supplier is engaged as an independent Supplier. Nothing herein will be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship for any purpose.
2.2. The Supplier has no authority to and will not make any representations or incur any liability or cost or enter into any contracts or other arrangements involving FIRST LONGEVITY in financial or other commitments without FIRST LONGEVITY’s express prior approval in writing.
2.3. The Supplier is solely responsible for payment of all taxes and national insurance contributions incurred by the Supplier and for all other liabilities of a statutory nature which become payable in respect of fees and expenses due to the Supplier hereunder or otherwise in consequence of performance of the Services. The Supplier will, if requested by FIRST LONGEVITY at any time, promptly submit evidence of compliance with the provisions of this Clause in a form and manner reasonably satisfactory to FIRST LONGEVITY.
2.4. The Supplier represents and warrants that s/he/it is under any pre-existing obligation or obligations inconsistent with the provisions of this Agreement.
FEES AND EXPENSES
3.1. FIRST LONGEVITY will pay to the Supplier, subject to the provisions of this Agreement, an agreed fee subject to satisfactory performance of the Services. The Supplier will not be entitled to any other compensate on or remuneration for such Services.
3.2. The Supplier will submit invoices for the Services upon completion of any project or submit interim invoices by agreement.
3.3. The Fee and expenses are payable within 30 days following receipt of a correct and properly due invoice and supporting documentation. FIRST LONGEVITY reserves the right to offset any losses and liabilities incurred by FIRST LONGEVITY as a result of any actions, default or unsatisfactory performance by the Supplier against any Fee payable under this Agreement.
3.4. The Supplier will maintain up to date and accurate records relating to the performance of the Services.
4.1. The Supplier shall at all times in connection with performance of the Services:
– comply with all applicable laws and regulations of any jurisdiction in which s/he/it performs the Services;
– perform the Services in a manner consistent with ethical and professional standards;
– perform the Services with all reasonable skill and care and in a professional manner; and
– perform and complete the Services in a timely and cost effective manner.
4.2. The Supplier will not use the name of FIRST LONGEVITY or its clients in any promotional materials or other communications in the public domain without FIRST LONGEVITY’s prior written consent.
4.3. The Supplier warrants that designs, documentation, software and other materials or information created by him/her/it in performance of the Services will not infringe any intellectual property rights or any other right whatsoever of any third party.
4.4. During the term of this Agreement, the Supplier will advise FIRST LONGEVITY if the provision of Services is or may become in conflict with the business activity FIRST LONGEVITY’s client, the Supplier shall notify FIRST LONGEVITY immediately and shall take such action as FIRST LONGEVITY may reasonably deem necessary, including immediate termination of this Agreement, to remove any conflict.
4.5. The Supplier agrees and undertakes that at no time during the Agreement or within one year of termination of the Agreement will the Supplier solicit or offer employment and/or remuneration to any of the employees or representatives of FIRST LONGEVITY either directly or via a connected third party.
4.6. The Supplier agrees and undertakes that at no time during the Agreement or within one year of termination of the Agreement will the Supplier solicit clients introduced directly by FIRST LONGEVITY.
4.7. The Supplier agrees and undertakes that during the Agreement he/she/it will provide FIRST LONGEVITY with copies of all direct correspondence between the Supplier clients of FIRST LONGEVITY.
5.1. During the course of performing the Services the Supplier will have access to information that is confidential and proprietary to FIRST LONGEVITY and its clients which is either designated as such or by its nature can be reasonably regarded as confidential or proprietary (“Confidential Information”).
5.2. The Supplier undertakes:
(a) to use the Confidential Information only in connection with the performance of the Services and for no other purposes;
(b) not to use the Confidential Information in any manner competitive with or detrimental to the interests of FIRST LONGEVITY or its client(s);
(c) not to copy, in whole or in part, any materials containing the Confidential Information without FIRST LONGEVITY’s prior written consent.
5.3. The above restrictions, which will survive termination or expiry of this Agreement for any reason, will not apply to information which (i) can be shown to have been independently developed by the Supplier without access to or use of the Confidential Information, (ii) is or becomes publicly available through no default of the Supplier, or (iii) is required to be disclosed by law.
5.4. Unless agreed otherwise, the Agreement is confidential to the parties and the nature of relationship shall not be disclosed to any third party or via any public domain media unless agreed in writing.
6.1. Copyright and any and all other intellectual property and other rights existing now or in the future in all works associated with the specific Services for FIRST LONGEVITY and/or its client produced by the Supplier (whether individually, collectively or jointly with FIRST LONGEVITY or others and on whatever media) prior, during the course of, or incidental to, performing the Services will vest solely in FIRST LONGEVITY absolutely upon their creation. The Supplier hereby assigns with full title guarantee all intellectual property rights, including copyright, in the specific Services to FIRST LONGEVITY as applicable.
6.2. At the request and expense of FIRST LONGEVITY the Supplier will sign such documents and do such things reasonably necessary in the opinion of FIRST LONGEVITY to enable FIRST LONGEVITY to obtain, defend and enforce its rights in the Project Materials.
6.3. The provisions of this Clause 6 will survive the expiration or termination of this Agreement for any reason.
7.1. Either party may at any time and without cause terminate this Agreement forthwith by written notice to the other.
7.2. Either party may terminate this Agreement forthwith on written notice if (a) the other party defaults in the performance of its obligations under this Agreement and such default is not remedied within 14 days (or such longer period agreed by the parties) following receipt of such notice or (b) the other party begins, consents to, or is otherwise subject to, proceedings under the laws relating to receivership, insolvency, bankruptcy, the relief of creditors or takes or suffers any similar act in consequence of debt.
7.3. Termination will not affect the rights of either party under the Agreement which may have accrued up to the date of termination.
8.1. To the extent allowed by English law where FIRST LONGEVITY has acted in good faith and with due professional care, the Supplier shall indemnify FIRST LONGEVITY against any costs, damages and other charges, including legal costs on a full indemnity basis falling upon or borne by him/her/it arising from any default or neglect on the part of the Supplier.
9.1. All notices to be given under this Agreement will be in writing and will be sent to the address of the recipient shown on the front page of this Agreement, or any other address the recipient may designate by notice given in accordance with this Clause. Notices may be delivered personally, by first class pre-paid letter or email transmission.
9.2. This Agreement is personal to the Supplier and the Supplier may not assign, sub-contract or otherwise transfer any rights or obligations to any third party. FIRST LONGEVITY may assign or transfer any of its rights and obligations on written notice.
9.3. No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.
9.4. If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed by the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
9.5. The Supplier acknowledges that no reliance is placed on any representation made but not embodied in this Agreement, but neither party excludes liability for any fraudulent misrepresentation. The printed terms of any purchase order or other correspondence and documents issued by or on behalf of the Supplier in connection with this Agreement will not apply unless expressly accepted in writing by FIRST LONGEVITY. Except as otherwise permitted by this Agreement, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.
10.1. This Agreement will be construed in accordance with and be governed by English law and each party agrees to submit to the exclusive jurisdiction of the English courts.