Little grey bird

The Client appoints LGB to carry out the work as specified in LGB’s Quotation for the quoted fee. All work done is subject to these Terms and Conditions.

1. Invoices shall be submitted by LGB as specified in LGB’s Quotation. All invoices are payable in full within 7 days of the invoice date.

2. LGB reserves the right to charge interest at LIBOR plus 5% on any invoice remaining unpaid more than 7 days from the invoice date.

3. The copyright in all texts proof read, edited or developed by LGB remains the property of LGB until the Client has settled LGB’s invoices in full

4. If the Client fails to make payment as required by these Terms and Conditions, or if the Client shall go into liquidation or have a Receiver or Administrator appointed, then LGB shall have a right to cancel the Contract and discontinue any work and all sums owed to LGB at that time shall become immediately due for payment.

5. All corrections or alterations made to the Client’s text are made in good faith and on the basis of the information available to LGB at that time. LGB is committed to maintaining the substantive meaning of the Client’s text; however the validity thereof will depend, amongst other factors, on the effective co-operation of the Client in resolving any ambiguities or errors of fact.

6. Hence, LGB cannot warrant that the proof read, corrected or developed text can be relied upon for technical accuracy or legality, and will not be liable to the Client for any loss or claim which is not reasonably foreseeable on acceptance of the Contract.

7. LGB shall not be liable for any direct, indirect or consequential loss suffered by the Client, whether this loss arises from a breach of duty or in any other way (including loss arising from LGB's negligence). All other conditions, warranties and representations, expressed or implied, are hereby excluded, unless confirmed in writing by LGB

8. The Client agrees to indemnify and keep LGB indemnified and held harmless from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, losses, damages, claims, demands or legal costs (on a full indemnity basis) and judgements which LGB incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure in performance by the Client of the terms of this Contract.

9. LGB Staff are employed under terms of confidentiality specifically forbidding the unauthorised disclosure of confidential information. LGB will use its best endeavours to keep confidential for two years from the date of its communication all information supplied by the Client which is defined and designated in writing as confidential at the time of its supply and the enforcement against a member of staff of these terms of confidentiality shall be deemed to be a full and sufficient discharge of its duties in this connection.
 However this confidentiality shall not extend to any information already known to LGB prior to its disclosure by the Client or lawfully received from a third party, or any information already existing in the public domain at the date of its disclosure.

10. It is a condition of acceptance of LGB’s Quotation and of any subsequent Contract arising therefrom that the Client will not recruit or employ either directly or indirectly either full or part-time any person who is employed by LGB upon or in connection with the execution of this Contract without LGB’s prior consent in writing either during the execution of this Contract or for a period of one year from the completion thereof.

11. For the avoidance of doubt, time shall not be of the essence, and LGB shall incur no liability to the Client in respect of any failure to complete the work or any part thereof by any date specified whether in LGB’s quotation or otherwise. However, LGB shall employ all reasonable endeavours to meet the timetable set out in the Quotation.

12. Neither party to the Contract shall have any liability or be deemed to be in default for any delay nor failure in performance, to the extent that such delay or failure is caused by an event of Force Majeure, provided always that the party affected shall have promptly notified the other party of such event. If an event of Force Majeure prevails for a continuous period in excess of 60 days this Contract may be terminated by either party giving to the other 14 days notice in writing and all outstanding monies due to LGB at that time shall become immediately due for payment.

13. Any dispute, controversy, or claim arising out of or relating to this transaction which cannot be settled amicably shall be referred to the arbitration of an Arbitrator appointed by the Chartered Institute of Arbitrators, Scottish Branch. The parties hereby agree to accept the Arbitrator’s decision as binding and the parties commit to paying the Arbitrator’s fees proportionally in line with his decision.

14. This Contract shall be governed by and construed in accordance with the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish Courts. No waiver or amendment of any provision of this Agreement shall be effective unless made by a written instrument signed by both parties. Each provision of this Agreement shall be construed separately and notwithstanding that the whole or any part of any such provision may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect.