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It is agreed that any Consultancy, Services or Works provided by Drinkonomics Productions Limited is subject to the following Terms and Conditions: 1. DEFINITIONS For the purpose of these Terms and Conditions, the following definitions and rules of interpretation apply: “Client" shall refer to the company, organisation, person or persons that is purchasing Services from Drinkonomics Productions Limited; and where the context so admits, includes their respective assignees, sub-contractors and successors in title. In cases where the client is not a direct client (i.e. with an agency or intermediary), all references in this agreement to both the "Client", “Agency” and the "End Client" shall be interpreted as references to the purchaser of Services and/or the end user of Works. “Drinkonomics” or the “Company” means Drinkonomics Productions Limited. "CC” means Christopher Cooper, Director/Owner of Drinkonomics Productions Limited. "SB” means Sarah de la Force Bayliss, Director/Owner of Drinkonomics Productions Limited. “Consultancy”, “Services” or "Works" means all material, knowledge, expertise and/or advice whether written, visual, presented or spoken; that is created, delivered and/or provided by Drinkonomics. “Contract” or “Agreement” means the legally binding agreement between the Company and the Client for the supply of Services and/or delivery of “Works”, in accordance with these Terms. “Terms” means these terms and conditions of business as amended from time to time. Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders. Headings are inserted for convenience only and shall not affect the interpretation of this Agreement. 2. CONTRACTS All offers by Clients relating to Contracts will be accepted by Drinkonomics Productions Limited only under these Terms and these Terms, together with any related service specifications, contract and invoices, shall be the sole terms and conditions of any commission by Drinkonomics Productions Limited to any Client. Drinkonomics Productions Limited shall not be under any obligation to accept any offer or enter into any Contract with any person. The Terms may not be altered except with the written agreement of the Company, and any conflicting or additional terms are excluded. These Terms supersede all previous oral or written representations, undertakings and agreements relating to any provisions of service or commissions by Drinkonomics Productions Limited. 3. HOURS Hours of operations for services provided by Drinkonomics Productions Limited, excluding Bank Holidays, shall be Monday to Friday, 9:00am to 6:00pm. Time allocated outside of this schedule may only be granted by mutual consent as detailed in agreement(s) and/or contract(s), as signed and agreed in advance in writing between the Client and Drinkonomics Productions Limited. 4. INDIVIDUAL SERVICES Drinkonomics Productions Limited will provide Services in consideration of the payment by the Client of a fee (or fees) which shall be agreed in advance in writing between the Client and Drinkonomics. Drinkonomics Productions Limited will issue the Client with a service specification detailing the Services to be provided to the Client together with a schedule(s) of the relevant fee(s) involved, and the initial invoice(s). Payment of the fee(s) must be made in accordance with the relevant invoice under the terms stated, and in all cases (unless otherwise agreed), the Client is required to pay some or all of the fee(s) ahead of the Services being provided, and are individually negotiated on an individual client basis. If additional Services from Drinkonomics Productions Limited are requested by the Client, these will be detailed in a supplemental service schedule, and will be provided subject to the payment or invoicing of an additional fee (or fees). Drinkonomics Productions Limited shall not be obliged to agree to provide any additional Services, and the refusal by Drinkonomics to provide any requested additional Services shall not entitle the Client to withhold any part of any outstanding fees payable to Drinkonomics whether in connection with this or any other Contract. In the event that additional Services are to be provided by Drinkonomics Productions Limited, an additional invoice will be issued to the Client, which must be paid in accordance with its terms. In the event that Drinkonomics is unable, other than for reasons beyond its control, to provide Services; it will refund any proportion of fees already paid. 5. LIMITATION OF LIABILITY Any and all Services are provided without any guarantees, conditions or warranties. Any liability for and/or risk arising out of the installation, application, use or performance of any Works remains with the Client and all warranties, conditions and other terms implied by statute, common law or equity are, to the fullest extent permitted by law, hereby excluded, save that nothing herein shall limit or exclude our liability for death or personal injury resulting from our negligence, or for fraudulent misrepresentation. The Company shall not under any circumstances be liable in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of Works; and the Company shall not be liable to the Client for any pure economic loss, loss of goodwill or reputation, loss of profit of loss of sales (whether direct or indirect) or any consequential or indirect loss, damage or expense whatsoever (howsoever caused) which arises out of or in connection with the Contract. The Client shall indemnify the Company against all liability, actions proceedings, costs, claims, damages or demands in any way connected with this Contract, brought or threatened to be brought against the Company by any third party except to the extent the Company is liable to the Client in accordance with these terms and conditions. 6. INTELLECTUAL PROPERTY The intellectual property of all Work carried out is retained by CC, SB and/or the Company at all times throughout the world. 7. OWNERSHIP OF MATERIALS The use of material to the Client is given only by the express authority of the Company. 8. LICENCE TO USE The Licence to Use of Works comes into effect from the date of payment of the relevant invoice(s). No use may be made of Works before payment in full of the relevant invoice(s) without the Company’s express written permission. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Client is put into receivership or liquidation. The Licence only applies to the Client for the Project as stated in the Contract (and Invoice), and its benefit shall not be assigned to any third party without the Company’s express written permission and relevant additional usage fee(s) paid. Accordingly, even where any form of 'all media' Licence is granted, the Company’s permission must be obtained before any use of Works for other purposes, worldwide. Permission to use Works for purposes outside the terms of the Project will normally be granted upon payment of a further fee(s), which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further Licences in respect of Works will be subject to these terms and conditions. 9. RIGHT TO A CREDIT If the Contract is detailed accordingly with this clause included then the required credit for the “Drinkonomics Productions Limited” name (or that of “Christopher Cooper” or “Sarah de la Force Bayliss”) is requested to be printed on or in reasonable proximity to the nominated published Works. By asserting this right, Drinkonomics, CC and SB state their statutory rights to be identified in the circumstances set out in Sections 77-79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof. 10. ELECTRONIC STORAGE Save for the purposes of reproduction for use(s), Works may not be stored in any form of electronic medium without the express permission of Drinkonomics, CC or SB (depending on the nature of the Works). Manipulation of Works or use of only a portion of Works may only take place with the permission of Drinkonomics, CC or SB (depending on the nature of the Works); and exclusively only for the entirety of the Term, as stated in the Contract. 11. EXCLUSIVITY The Client will be authorised to internally publish Works and Services as detailed in the Contract (unless commissioned specifically for the public domain and is agreed in the Contract), however Drinkonomics Productions Limited retains the right in all cases to use Works at its discretion for the purposes of advertising or promotion of the Drinkonomics client portfolio (unless agreed otherwise). 12. CLIENT CONFIDENTIALITY The Company will keep confidential and will not disclose to any third parties or make use of material or information communicated in confidence for the purposes of the Services, save as may be reasonably necessary to enable Drinkonomics Productions Limited to carry out its obligations in relation to the Services. 13. GDPR Drinkonomics Productions Limited take all necessary precautions to keep safe any data we hold on organisations or individuals for the purpose of carrying out our business. We will not provide anyone’s data to a third party without explicit consent from the party who’s data is being sought, this applies to and includes any business introductions that Drinkonomics Productions may arrange as part of conducting business on behalf of clients. 14. MONITORING & RECORDING Drinkonomics Productions Limited reserves the right to record any telephone call, zoom meeting or any other communication in any format for the purposes of monitoring client communications. Strict confidentiality will be maintained and the monitoring process will comply with the Data Protection Act. 15. SUPPLY OF ALCOHOLIC BEVERAGE The Company will not supply, or knowingly allow the sale or supply, of any goods containing alcohol to any person who is under the age of 18; or, if higher, the legal minimum age for the purchase or supply of products containing alcohol in the country in which they are located at the time the commission is executed. By entering into a Contract with Drinkonomics, the Client warrants that they are at least 18 years old; are entitled to purchase or accept products containing alcohol under the laws of the country in which you are located; and are not procuring the sale or supply of products containing alcohol to or on behalf of any person who is not at least 18 years old. 16. PAYMENT Payment by the Client will be expected for the commissioned work within 7 days of issue of invoice(s), or otherwise as per the terms stated in the Contract. No payment shall be deemed to have been received until Drinkonomics Production Limited has received cleared funds in the nominated bank account via BACS/Faster Payments/Card Payment or Direct Debit. If a fee(s) is not paid, in full, within 7 days Drinkonomics Productions Limited reserves the right to charge interest at the annual rate of 2% above the Official Bank Rate of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. 17. SET OUT The provision of product samples, excursions, trips, promotional material, merchandise or any other items whether physical or experiential will not be accepted as payment or part payment of fees. Samples received by Drinkonomics Productions Limited for the process of establishing a working partnership are just that and no formal evaluation of products, analysis, written descriptions, tasting notes or anything that constitutes an appraisal of the products will be carried out on samples prior to entering into a formal contractual agreement. Drinkonomics Productions Limited will only provide product evaluation, analysis, written descriptions, tasting notes and the like on behalf of a client when specified to do so within the terms of a signed contract and will not provide any of the above without all samples provided specifically to carry out those services. 18. EXPENSES The Client will provide reimbursement for relevant expenses incurred (such as travel, subsistence, etc), if detailed in the Contract; all of which will be invoiced and itemised accordingly, and paid in full alongside any outstanding fee(s). Where extra expenses or time are incurred by Drinkonomics Productions Limited as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall be liable to pay such extra expenses or fees at the agreed rate in addition to the expenses having been agreed or estimated. 19. REJECTION There is no right to reject any fee(s) for Services on the basis of style, execution, preference or personal choice. 20. FEES, CANCELLATION & POSTPONEMENT A booking is considered firm as from the date of confirmation and accordingly Drinkonomics Productions Limited will, at its discretion, charge a fee for cancellation or postponement; unless a cancellation fee has been agreed in advance. If a booking is cancelled within 2 weeks in advance, then half the agreed commission fee is incurred. If less than 7 days notice is given, the total balance is due as a cancellation charge. If Drinkonomics, CC or SB has incurred any ancillary costs before a cancellation (such as venue hire, catering, wine, transport costs, etc.) then the Client will be liable. The Client will also be liable for any cancellation charges or ancillary costs incurred by any third party suppliers. A postponement can only be approved with a firm follow up date within a reasonable timeframe, and each case be individually assessed; otherwise the required cancellation fee is incurred. Postponements can happen no more than 2 times before a cancellation fee is incurred. 21. VOID PROVISIONS If any provision of the Contract or the Terms and Conditions are found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable; and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 22. WAIVER Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Client will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. 23. BULLYING & HARASSMENT Drinkonomics Productions Limited do not tolerate any form of bullying or harassment, hazing or discrimination, threatening or physically violent behaviour from their staff, freelancers, consultants or partners; or from clients who Drinkonomics Productions Limited provide Services. Any form of bullying or harassment whether that be face-to-face, by letter, by email, by phone, or by Zoom (or other contemporary digital/online meeting facility) will not be tolerated and reported to the relevant authorities should the harassment be considered unlawful under the Equality Act 2010. Drinkonomics Productions recognises that everyone has the right to conduct business in a professional environment in which the dignity of individuals is respected and which is free from harassment, bullying, threats or violence. We are committed to eliminating intimidation in any form. Our policy applies to harassment on the grounds of disability, gender, marital status, sexual orientation, age, creed, colour, race or ethnic origin. Harassment breaches are a serious offence which may result in disciplinary action or the suspension or termination of Services. Harassment is generally described as "unwanted conduct which affects the dignity of women or men or anyone identifying from the LGTBQ+ community at work; it encompasses unwelcome physical, verbal or non-verbal behaviour which denigrates or ridicules or is intimidatory". The essential characteristic of harassment is that the action(s) is unwanted by the recipient. Bullying is the intimidation or belittling of someone through the misuse of power or position which leaves the recipient feeling hurt, upset, vulnerable or helpless. It is often inextricably linked to the areas of harassment described above. The following are examples of bullying: - Unjustified criticism of an individual’s personal or professional performance, shouting at an individual, criticising an individual in front of others. - Spreading malicious rumours or making malicious allegations. - Ignoring or excluding an individual, ignoring or excluding an individual from a team / group. - Intimidation or ridicule of any individual especially those with disabilities and/or learning difficulties. - Involves humiliation of an individual or group, involves ridicule of an individual or group, involves the wilful destruction or removal of property as a condition of continuation of business or for any purpose whatsoever. Drinkonomics Productions Limited does not tolerate clients’ constructive dismissive behaviour such as ignoring, delaying or excluding Drinkonomics Productions Limited so that it affects their ability to carry out Services or from communicating important client management feedback during face to face meetings, online meetings, during conference calls, during telephone calls or via any other telecommunication platforms or technology. 24. APPLICABLE LAW This agreement shall be governed by the laws of England & Wales. The courts of England & Wales will have non-exclusive jurisdiction over any claim arising from, or related to, these Terms and Conditions. These Terms and Conditions are governed by English law. 25. VARIATION These Terms and Conditions shall not be varied except by agreement in writing, for an updated version of our T&C's always refer to drinkonomics.com terms & conditions
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