Business Terms & Conditions
These Standard Terms and Conditions (“Terms”) govern the provision of services by Walk Through Walls (OTTG) Ltd (“WTW”, “we”, “us”) to you (“Client”, “you”). These Terms form part of the Agreement between Walk Through Walls and the Client and may be supplemented by a Letter of Engagement (“Letter”) for specific projects or engagements.
This Agreement and these Terms represent the whole agreement between the parties and can only be varied by written agreement signed by each party expressly referring to this Agreement.
1. FEES
- All rates and fees are exclusive of VAT, which will be charged at the prevailing rate.
- Fees will be inflation-indexed on an annual basis.
- All fees will be explicitly outlined in the Letter of Engagement.
- The Client shall pay WTW the fees detailed in the Letter of Engagement, exclusive of VAT and disbursements.
- Disbursements exceeding £100.00 require prior written approval. Upon Agreement signing, WTW will invoice the first month’s fee and thereafter will be raised monthly on the 1st and are payable within 14 days of receipt.
- Non-Fees related costs: Costs other than Fees are Non-Fees related costs and relate to all marketing activities and third-party costs, including but not limited to media, online search, production, and research costs.
2. STANDARD TERMS OF PAYMENT
- The Client shall make prompt payment of all invoices and indemnify WTW in full for any third-party expenses incurred on the Client’s behalf.
- Invoices shall be paid as follows:
- Fees: Within 14 days from the date of invoice, raised on the 1st day of each month.
- Media space: Within 7 days from the date of invoice.
- Television media: Within 7 days from the date of invoice.
- Production and other services: Within 7 days from the date of invoice.
3. SERVICES AND DELIVERABLES
- WTW will provide the services outlined in the Letter of Engagement with reasonable skill and care.
- The scope of services and expected deliverables will be defined in the Letter of Engagement.
- Deliverables will be deemed accepted if no written objection is received within 7 days of delivery.
4. CLIENT OBLIGATIONS
- The Client shall provide WTW with all necessary information, materials, and instructions in a timely manner.
- The Client shall cooperate with WTW and provide reasonable access to personnel and resources.
- The Client is responsible for obtaining all necessary approvals from stakeholders and third parties.
5. OVERDUE ACCOUNTS
- If invoices are not paid when due, WTW reserves the right to charge interest on overdue amounts at 8% plus the Bank of England base rate.
- WTW may suspend or terminate services if invoices remain unpaid beyond agreed terms.
6. CHANGES AND CANCELLATION OF AGREED PROJECTS
In case of project changes or cancellations, the Client shall be liable for costs incurred, including expenses, production costs, cancellation fees, and fees for work-in-progress.
7. INTELLECTUAL PROPERTY
- Intellectual property rights for work created or commissioned by WTW shall be vested in the Client where possible.
- Where full rights cannot be obtained, WTW shall seek to secure a license for the Client.
8. LEGAL LIABILITY
- The Client is responsible for verifying materials approved for publication and ensuring compliance with applicable laws and regulations.
- WTW shall not be liable for any delay, omission, or error in publication unless due to serious default or neglect.
- The Client shall indemnify WTW for legal costs incurred due to claims arising from Client-approved materials.
9. TERMINATION
- Either party may terminate the Agreement with 30 days’ written notice.
- WTW may terminate immediately if the Client breaches the terms and fails to remedy within 10 days of written notice.
- Upon termination, the Client remains liable for any outstanding payments.
10. DATA PROTECTION AND GDPR
- WTW processes Client data in accordance with applicable data protection laws.
- The Client and WTW shall comply with GDPR obligations regarding personal data.
- WTW may subcontract data processing services, subject to Client approval.
11. CONFIDENTIALITY
- Both parties shall maintain the confidentiality of proprietary and sensitive information disclosed during the course of this Agreement.
- Confidential information shall not be disclosed to third parties without prior consent, except where required by law.
12. NON-SOLICITATION
The Client shall not solicit or entice away any employees of WTW who have worked on their project within the previous 12 months.
13. FORCE MAJEURE
Neither party shall be liable for failure to perform obligations due to causes beyond reasonable control, including but not limited to natural disasters, industrial action, or government restrictions.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Walk Through Walls (OTTG) Ltd
