1 GENERAL
1.1 These Terms and Conditions shall apply to all Client Retainer Agreements for the services and goods provided by the Agency to the Client to the exclusion of all other terms and conditions referred to, offered or relied on by the Client whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Client, unless the Agency specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Agency in writing.
1.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be applicable when notice is given in writing to the Client by the Agency.
2 TERM OF ENGAGEMENT
2.1 The term of the entire agreement will commence on the date outlined in Clause 2 of the Client Retainer Agreement. The term of the entire agreement will end on the date outlined in Clause 2 or if it is terminated for any reason outlined in this Terms and Conditions, Policy, Non-Disclosure Agreement or Client Retainer Agreement.
3 PRICE AND PAYMENT
3.1 The services and goods price shall be that which is outlined in Clause 3 of the Client Retainer Agreement.
3.2 The Retainer as outlined in Clause 5 of the Client Retainer Agreement is required immediately upon signing of the Client Retainer Agreement. Our services will only commence on the receipt of the Retainer.
3.3 The balance of the services and goods price is to be paid in full or;
3.4 In two (2) installments maximum. The Agency will invoice the Client for the two installments, the date that the invoices are due will be contained in the said invoices.
3.5 If the Client has engaged the Agency for any other services except that which is outlined in Clause 1 of the Client Retainer Agreement, the Agency will quote the Client separately for the goods.
3.6 Upon agreement in writing from the Client, the Agency will then invoice the Client and the date of payment shall be contained in the invoice;
4 PROMOTIONAL PACKAGES
4.1 The Client is required to pay all promotional packages as is outlined in Clause 3.1 to 3.4 of this Terms and Conditions.
4.2 If the Client has selected any promotional package and has failed to meet Clause 3 of this Terms and Conditions and the Client has failed to inform the Agency of any delays in writing, any promotional packages that have been outlined in Clause 1 of the Client Retainer Agreement will be terminated. The services or goods contained in the promotional package will then be invoiced and billed individually at unit price and not at the promotional package rate and the Agency will require that the Client pay this new invoice at the date given in the invoice;
4.3 If the Client has selected the Agency financing option at Clause 4 of the Client Retainer Agreement, the financing is to be paid in the manner outlined in Clause 4 of the Client Retainer Agreement.
4.4 If payment of the service or goods price or any part thereof and/or the final cost of the financing service or any part thereof or promotional package or any part thereof is not made by the due dates, the Agency shall be entitled to:
4.4.1 recover any outstanding monies due by seeking the assistance of the Court the legal costs and expenses of which will be borne by the Client;
4.4.2 Publish the name of the Client and/or the name of the business or company that has engaged the Agency’s services on any media platform including but not limited to social media, newspapers, radio broadcasts, billboards and flyers the costs or expenses of which will be borne by the Client;
4.4.3 list or lodge the name of the Client and/or name of the business or company with any debt recovery agencies the costs or expenses of which will be borne by the Client.
4.4.4 refuse to make delivery of any undelivered services or goods whether ordered under the contract or not and without incurring any liability whatsoever to the Client for non-delivery or any delay in delivery;
4.4.5 terminate the contract.
5 TITLE
Title in the designs of the services and goods shall not pass to the Client until the Agency has been paid in full for the services or goods subject to terms of the Non- Disclosure Agreement.
6 WARRANTY
6.1 Where services and goods have been manufactured by the Agency and are found to be defective, the Agency shall repair, or in its sole discretion, replace defective services and goods free of charge within a period to be agreed upon in writing by the parties from the date of delivery, subject to the following conditions:
6.1.1 the Client notifying the Agency in writing immediately upon the defect becoming apparent;
6.1.2 the defect being due to the faulty design, materials or workmanship of the Agency or Subcontractor as outlined in Clause 12 of the Client Retainer Agreement.
6.2 Any services and goods to be repaired or replaced shall be returned to the Agency within 24 hours, if so requested by the Agency.
6.3 Where the services and goods have been manufactured and supplied to the Agency by a third party or Subcontractor as outlined in Clause 12 of the Client Retainer Agreement, any warranty granted to the Agency in respect of the services and goods shall be passed on to the Client.
6.4 The Agency shall be entitled in its absolute discretion to refund the price of the defective service and goods in the event that such price has already been paid.
6.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 7 and 8 hereinafter below.
7 LIABILITY
7.1 No liability of any nature shall be incurred or accepted by the Agency in respect of any representation made by the Agency, or on its behalf, to the Client, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
7.1.1 the correspondence of the services and goods with any description;
7.1.2 the quality of the services and goods; or
7.1.3 the fitness of the services and goods for any purpose whatsoever.
7.2 All implied terms, conditions or warranties as to the correspondence of the services and Goods to any description or the satisfactory quality of the services and Goods or the fitness of the services and Goods for any purpose whatsoever (whether made known to the Agency or not) are hereby excluded from the contract.
8 LIMITATION OF LIABILITY
8.1 Where any court or arbitrator determines that any part of Clause 7 above is, for whatever reason, unenforceable, the Agency shall be liable for all loss or damage suffered by the Client but in an amount not exceeding the contract price.
8.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Agency for death or personal injury as a result of the Agency negligence or that of its employees or agents.
9 NON-DISCLOSURE AGREEMENT
All Clients that engage the services or goods of the Agency that have signed the Client Retainer Agreement have also signed, delivered and agreed to the Non- Disclosure Agreement. The contents of this agreement is outlined in the Non- Disclosure Agreement attached to the Client Retainer Agreement.
10 FORCE MAJEURE
The Agency shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, State of Emergency, Pandemic lockdown, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Agency shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Agency considers unreasonable, it may, without liability on its part, terminate the contract.
11 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
12 AMENDMENTS AND ADDENDUMS
The entire agreement, Client Retainer, this Terms and Conditions, Policy or Non- Disclosure Agreement between the Client and Agency can and may be amended at any time. The Agency shall give notice to the Client if any changes have been made to the Terms and Conditions, Policy or Non-Disclosure Agreement.
13 ASSIGNMENT
The agreement between the Client and Agency for the engagement of services and goods shall not be assigned or transferred, in either case by the Client, without the prior written consent of the Agency.
14 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
15 SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
16 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of the Republic of Trinidad and Tobago and the parties hereby submit to the exclusive jurisdiction of the Republic of Trinidad and Tobago courts.