The Like Minded's Standard Terms & Conditions
1.1. In this Agreement the capitalized words above shall have the meaning assigned
to them and the following capitalized terms shall have the following meanings:
1.1.1. “Client Content” means all materials, information, photography, writings
and other creative content provided by The Client for use in the preparation
of and/or incorporation in the Deliverables;
1.1.2. “Deliverables” means the services and work product specified in the
Proposal Document to be delivered by The Like Minded to The Client, in
the form and media specified in the Proposal Document;
1.1.3. “Final Work” means all creative content developed or created by The
Like Minded, or commissioned by The Like Minded, exclusively for the
Project and incorporated into and delivered as part of the Final Deliverables,
including and by way of example, not limitation, any and all visual
designs, visual elements, graphic design, illustration, photography, animation,
sounds, typographic treatments and text, modifications to Client
Content, and The Like Minded’s selection, arrangement and coordination
of such elements together with The Client Content and/or Third Party
1.1.4. “Final Deliverables” means the final versions of Deliverables provided by
The Like Minded and accepted by The Client;
1.1.5. “Intellectual Property Rights” means copyright, patents, utility models,
trade marks, service marks, design rights (whether registered or unregistered),
database rights and proprietary information rights in all materials,
designs, programmes, reports, manuals, visual aids, advice and any
1.1.6. “Preliminary Works” means all artwork including, but not limited to, concepts,
sketches, visual presentations, or other alternate or preliminary
designs and documents developed by The Like Minded and which may
or may not be shown and or delivered to The Client for consideration but
do not form part of the Final Work;
1.1.7. “Project” means the scope and purpose of The Client’s identified usage
of the work product as described in the Proposal Document;
1.1.8. “Services” means all services and the work product to be provided to
The Client by The Like Minded as described and otherwise further defined
in the Proposal Document;
1.1.9. “Third Party Materials” means proprietary third party materials which are
incorporated into the Final Deliverables, including without limitation stock
photography or illustration;
1.1.10. “Trade Marks” means trade names, words, symbols, designs, logos or
other devices or designs used in the Final Deliverables to designate the
origin or source of the goods or services of The Client..
2. Invoices and terms of payment
2.1. Where a cost is negotiated and agreed prior to the commencement of a project,
this will be the fee that will be charged to The Client.
2.1.1.For projects with a total value greater than £8,000. 50% of the agreed
fee being payable at the commencement of the engagement and the
balance becoming due upon completion of the project, unless an alternative
payment schedule has been agreed in writing.
2.1.2.For projects with a total value less than £8,000,100% of the agreed fee
being payable upon completion of the project, unless an alternative payment
schedule has been agreed in writing.
2.2. Payments may be made by business/personal cheque, telegraphic transfer or
BACS transfer. Our standard terms of payment are 30 days.
2.3. The Client is always responsible for settling charges. If The Client is acting for a
third party from whom it is intended to recover some or all of The Like Minded’s
charges, this can in no way impinge upon The Like Minded’s relationship with
that client and these terms of business relating to the payment of charges and
expenses will at all times apply to The Client.
2.4. If it is necessary or appropriate to carry out work in addition to that quoted and
set out in the estimate, additional fees may be charged. The Like Minded will
ensure that an authorised representative of The Client has agreed any additional
charges in advance and in writing.
2.5. In the event of cancellation or postponement of an engagement, The Client will
be liable for all costs relating to the Engagement to date, measured on a time
and materials basis.
3.1. Unless otherwise agreed as part of an Engagement expenses shall not be payable
by The Client.
4.1. Instructions for work must be made to The Like Minded by an authorised representative
of The Client by email. In exceptional circumstances instructions may
be provisionally accepted verbally and by telephone with the proviso that such
instructions must be subsequently confirmed in writing within 48 hours.
5. Client Identity
5.1. To meet the Money Laundering Regulations 2007, The Like Minded may have to
ask The Client for information confirming identity, financial details and sources of
funding. The Client must comply with requests for proof of identity as set out in
the engagement letter and if requested will meet The Like Minded to verify identity.
If The Client fails to comply with requests for identity, The Like Minded will
be unable to provide services. The Like Minded is required to maintain records
relating to clients’ identities, and may ask The Client to provide updated proof of
identity from time to time.
6. Confidentiality and Publicity
6.1. Except as required by the courts or by any other statutory authority The Like
Minded will keep confidential any information obtained from The Client, unless
The Client requests disclosure in writing. Similarly, The Like Minded is not bound
to pass on or use for the benefit of The Client confidential information obtained
from anyone else. The Like Minded is sometimes asked to provide information
about experience, including matters handled and clients acted for. This material
may include statements identifying some clients as clients of The Like Minded.
6.2. The Client is obliged to inform The Like Minded if such disclosure is unacceptable;
otherwise The Like Minded understands that it is free to provide such details,
6.3. Adherence will be made to the provisions under the Data Protection Act in force
at the due time.
7. Rights: Client Content, Third Party Materials, Preliminary Works etc.
7.1. In respect of materials other than the Final Work:
7.1.1. Client Content, including all pre-existing Trade Marks, shall remain the
sole property of The Client or its respective suppliers, and The Client or
its suppliers shall be the sole owner of all rights in connection therewith.
The Client hereby grants to The Like Minded a nonexclusive, nontransferable
license to use, reproduce, modify, display and publish the Client
Content solely in connection with The Like Minded’s performance of the
Services and limited promotional uses of the Deliverables as authorized
in this Agreement.
7.1.2. All Third Party Materials are the exclusive property of their respective
owners. The Like Minded shall inform The Client of all Third Party Materials
that may be required to perform the Services or otherwise integrated
into the Final Work. Under such circumstances The Like Minded shall
inform The Client of any need to license, at The Client’s expense, and
unless otherwise provided for
by The Client, The Client shall obtain the license(s) necessary to permit
The Client’s use of the Third Party Materials consistent with the usage
rights granted herein. In the event The Client fails to properly secure or
otherwise arrange for any necessary licenses or instructs the use of
Third Party Materials, The Client hereby indemnifies, saves and holds
harmless The Like Minded from any and all damages, liabilities, costs,
losses or expenses arising out of any claim, demand, or action by a third
party arising out of The Client’s failure to obtain copyright, trade mark,
publicity, privacy, defamation or other releases or permissions with respect
to materials included in the Final Work.
7.1.3. Upon completion of the Services and expressly conditioned upon full
payment of all fees, costs and out-of- pocket expenses due, The Like
Minded assigns to The Client all ownership rights, including any copyright,
in and to any artworks or designs comprising the works created by
The Like Minded for use by The Client as a Trade Mark. The Like Minded
shall cooperate with The Client and shall execute any additional documents
reasonably requested by The Client to evidence such assignment.
The Client shall have sole responsibility for ensuring that any proposed
trade marks or Final Deliverables intended to be a Trade Mark
are available for use in commerce and federal registration and do not
otherwise infringe the rights of any third party. The Client hereby indemnifies,
saves and holds harmless The Like Minded from any and all
damages, liabilities, costs, losses or expenses arising out of any claim,
demand, or action by any third party alleging any infringement arising
out of Client’s use and/or failure to obtain rights to use or use of the
7.1.4. The Like Minded hereby grants to The Client a non-exclusive, irrevocable,
personal, worldwide, royalty-free license in perpetuity to use the
Preliminary Works and the Deliverables for any and all purposes legitimately
pursued by The Client.
8. Rights: Final Work
8.1. Upon completion of the Services, and expressly subject to full payment of all
fees, costs and out-of-pocket expenses due, The Like Minded grants to The Client
ownership of the Final Work and the Final Deliverables and hereby assigns
to The Client all Intellectual Property Rights, including any copyright, in and to
any film, sound recording, music, artworks or designs, required to grant such
9.1. The Client represents and Warrants to The Like Minded that
9.1.1. The Client owns all right, title, and interest in, or otherwise has full right
and authority to permit the use of the Client Content,
9.1.2. To the best of The Client’s knowledge, the Client Content does not infringe
the rights of any third party, and use of the Client Content as well
as any Trade Marks in connection with the Project does not and will not
violate the rights of any third parties,
9.1.3. The Client shall comply with the terms and conditions of any licensing
agreements which govern the use of Third Party Materials and which
The Client is made aware of by The Like Minded or the third party owner,
9.1.4. The Client shall comply with all laws and regulations as they relate to the
Services and Deliverables.
9.2. The Like Minded represents and warrants to The Client that:
9.2.1. Except for Third Party Materials and Client Content, the Final Deliverables
shall be the original work of The Like Minded.
9.2.2. To the best of The Like Minded’s knowledge, the Final Work provided by
The Like Minded and The Like Minded’s subcontractors does not infringe
the rights of any party, and use of same in connection with the
Project, will not violate the rights of any third parties. In the event The
Client or third parties modify or otherwise use the Deliverables outside of
the scope or for any purpose not identified in the Proposal Document or
this Agreement or contrary to the terms and conditions noted herein, all
representations and warranties of The Like Minded shall be void.
9.3. Except for the express representations and warranties stated in this Agreement,
The Like Minded makes no warranties whatsoever. The Like Minded explicitly
disclaims any other warranties of any kind, either express or implied, including
but not limited to warranties of merchantability or fitness for a particular purpose
or compliance with laws or regulations applicable to the Project.
10.1. Nothing in this Agreement shall limit or exclude a party’s liability:
10.1.1. For death or personal injury caused by its negligence, or that of its employees,
agents or sub-contractors;
10.1.2. For fraud or fraudulent misrepresentation;
10.1.3. For breach of any obligation as to title or quiet possession implied by
10.1.4. For any other act, omission, or liability which may not be limited or excluded
10.1.5. For the breach of applicable data protection laws; and
10.1.6. Under the indemnity in Clause 9.
10.2. The Like Minded will perform the engagement within the remit of the Instructions
with reasonable skill and care, whilst liability to The Client for losses, damages,
costs or expenses shall be subject to the following provisions:
10.2.1. The Like Minded shall not be liable if such losses are due to the provision
of false, misleading or incomplete information or documentation
from any other organisation except The Like Minded Ltd.
10.2.2. Subject to Clause 10.1, the liability of The Like Minded to The Client
shall be limited to a maximum of the fees pertaining to the Instruction
11. Financial Services and Markets Act
11.1. The Like Minded does not conduct activities, which require it to be regulated
by the Financial Services Authority (“FSA”) and is not authorised by the FSA.
12.1. The Client may terminate instructions in writing at any time giving a minimum
of 7 days notice, the period for which all anticipated fees will immediately become
due; however The Like Minded will be entitled to keep relevant deliverables
while there is money owing for agreed charges and expenses.
12.2. In some circumstances, such as Act of God, if The Like Minded considers that
services can no longer be provided, notice will be given to The Client.
12.3. In the event of termination, The Like Minded shall immediately return all Client
Content to The Client.
13. The Like Minded Ltd
Registered in England and Wales under The Like Minded No. 8311209 at
1st floor Portland Place, Portland Gardens, Marlow, Buckinghamshire, SL7 2LR
13.1. All legal notices to be served at the registered address (above).
14. Trading Address
14.1. 1st floor, Portland Gardens, Portland Place, Marlow, Buckinghamshire, SL7
2LR, United Kingdom.
15.1. If any part of these terms and conditions is held to be invalid or unenforceable
under any applicable statute or rule of law then it will be deemed to be replaced
with something as near to the original intent of the clause as is allowable under
the applicable law.
15.2. These terms and conditions together with the Proposal Document constitutes
the entire understanding between the parties with respect to the subject matter
hereof and supersedes the terms of any purchase order, trial agreement or similar
instrument relating to the Final Work provided that nothing in these terms and
conditions will operate to limit or exclude either party’s liability for any fraudulent
statement, act or omission.
15.3. The failure of either party to give notice of non-performance, breach or termination,
or to otherwise enforce any rights hereunder, shall not constitute a waiver
of any terms or conditions herein.
15.4. All rights and remedies available to the parties under these terms and under
the general law shall be cumulative and no exercise by either of the parties of
any such right or remedy shall restrict or prejudice the exercise of any other right
or remedy granted by this Agreement or otherwise available to it.
15.5. These terms and conditions shall be governed by and construed in accordance
with the laws in force from time to time in England and Wales and the
Courts of England shall have exclusive jurisdiction.