Terms and conditions | OlsenMetrix | Marketing Agency

Our terms of business

  1. Unless otherwise agreed, all work is undertaken on a ‘time plus costs’ basis under which we charge for our time at our current hourly rate plus VAT as applicable. Where there is third party expenditure (such as, though not inclusive, printing, postage, travel, accommodation, subsistence costs, Google AdWords, Facebook advertising, Twitter advertising, photography, image rights, etc.) at a cost of 25% above the third party cost plus VAT as applicable. This is accepted as made clear and acceptance of these terms is an acceptance that this is a transparent fee.
  2. Work undertaken on the basis of a fixed price quotation will be charged for at the quoted price. However, where projects are halted, substantially changed during the course of work or unduly delayed due to circumstances beyond our control, we reserve the right to invoice on the basis of time and expenditure incurred on a reasonable basis, taking into account the agreed hourly rate.
  3. Invoices relating to each project or activity will be submitted on completion of that project or activity or, in the case of longer or complex projects, on completion of each phase. Payments of invoices will be due within 14 days, failing to do so we reserve the right to discontinue work and charge immediately for the entire project cost.
  4. Where we are retained on the basis of a monthly fee, invoices will normally be submitted at the end of the month to which the invoice relates, unless otherwise agreed between us.
  5. Where we are retained on the basis of a ‘time plus costs’ basis, invoices will normally be submitted at the end of the month to which the invoice relates, unless otherwise agreed between us.
  6. Notwithstanding Clause 3 above, where the nature of the work we are undertaking on your behalf requires us to make what we regard to be substantial payments to third parties we warrant that you are to put us in funds to cover such expenditure prior to entering into such third party commitments, this may be advised in advance and a schedule of payments agreed.
  7. We retain the copyright on any work which we have produced or which we have commissioned on your behalf until payment is received in full. Thereafter, the copyright is yours once all our outstanding bills and expenditure is paid, as assessed on an hourly basis where relevant. Any dispute pertaining to an invoice will reserve the right to withhold the transfer of a copyright and this extends to all intellectual property created by us.
  8. Subject to Clause 7, at the time that copyright is transferred we are happy to hand over images, artwork, computer files, etc., relating to original work. In the absence of a specific request to hand over such material we will store it for a period of 12 months, after which time it may be destroyed without further reference to you. We accept no responsibility for safe-keeping of such material beyond the due date for payment of our invoice for the work in question.
  9. Invoices are due for payment no later than 14 days from the invoice date. We reserve the right to charge interest on overdue accounts in line with the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to halt or delay work on projects in hand in the event that payment is overdue on invoices relating to other work. We retain control of log-ins, passwords, etc., on websites, blogs, etc., until all our invoices for the work are paid in full. We reserve the right to restrict access to websites, blogs, etc., in the event that payment of our invoices is not made by the due date. For the avoidance of doubt all intellectual property will be held by us until all invoices are settled and left undisputed.
  10. Unless otherwise agreed in writing between us, contracts based on a monthly fee are for a minimum of twelve months, and will be automatically renewed for further periods of 12 months on their anniversary date. Three months’ notice in writing from either party to the other is required prior to the anniversary to cancel the contract.
  11. Notwithstanding Clause 8 above, in the event of you fundamentally breaching any of these terms of business we will be forthwith released from any of our contractual obligations to the fullest extent permitted by law and may invoice for all outstanding fees in lieu of notice. We may, at our discretion, regard as a fundamental breach of these terms of business your failure to pay invoices by the due date or the issuing of instructions for us to undertake work which would lead to us breaching any agreement entered into with any third party on your behalf.
  12. Our failure at any time to enforce any of these terms of business does not preclude us from doing so at some future date either in regard to the same matter or in the same or similar circumstances.
  13. We shall be released from any contractual obligations in the event of war, civil commotion, fire, flood, natural disaster or such other cause beyond our reasonable anticipation or control.
  14. We will take every reasonable care to ensure that any advice given, websites, blogs, literature, advertisements and similar material produced or published, and statements, releases and articles issued are correct. However, neither Olsen Partnership Limited trading as Olsen Metrix, its agents or employees will accept responsibility for loss, damage, etc., howsoever arising, occasioned by the implementation of such advice, the publication of such websites, blogs, literature, advertisements and similar material or the issuing of such statements, releases or articles. All legal responsibility for published material, including defence of any action for breach of copyright, misrepresentation or libel, remains with you. Our liability to you is capped at the maximum of the fees charged to you. It is also your responsibility to ensure all material published on your behalf is correct and to liaise with us prior to final publication to ensure the same.
  15. Staff at clients and other organisations with which we do business are assumed to have given consent for use of their email addresses by virtue of our ongoing contact with them. Our use of this and other data is covered by our privacy policy which is published on our website at http://www.olsenmetrix.com/legal-privacy-and-cookies
  16. These terms of business form a contract between us which will be subject to the law of England and Wales. Any dispute with us will first have to be drawn to our attention first then after 21 days of not being resolved, go to mediation immediately thereafter, then, if not resolved, private arbitration with one arbitrator before any dispute is engaged in any court or tribunal. Litigation by way of court and tribunal is thus the last option of least priority for any dispute that falls within these terms. Should the 21 day period not be adhered to, irrespective of outcome, the disputing party shall pay all of our legal costs arising out of the relevant dispute.