This Master Services Agreement apply to all services provided by Skysoclear Ltd. They will automatically form the basis of a binding contract between us when you instruct us to proceed with a proposed project or when we provide a service to you.
1) Acceptance – Acceptance of all proposals is required in writing and is deemed to be acceptance of these terms of business.
2) Estimates – Whilst Skysoclear will endeavour to comply with all estimates given relating to timetables and costs, they are merely estimates and do not constitute an offer and are in no way binding. All estimates are valid for 30 days from the date of the proposal unless otherwise agreed. If the project is not commissioned within the 30-day period, Skysoclear reserves the right to adjust its estimate.
3) Changes to the scope of work – Modifications requiring extra work that is not allowed for in the estimates will result in supplementary charges. Estimates are based on normal and reasonable time schedules; overtime/rush fees may arise due to additional requests or delays in meeting agreed deadlines. Where possible, these additional charges will be agreed with the client before further work is put in hand.
4) Payment – Unless otherwise agreed in writing, all fees, charges and disbursements are payable within 14 days of receipt of invoice. Skysoclear reserves the right to charge interest on overdue accounts at 5% of full invoice amount per 14 days past due. All charges are subject to the addition of VAT. Skysoclear reserves the right to withhold delivery of Work until overdue invoices are paid.
5) Quality & Design approval – Skysoclear will endeavour to ensure that its materials and/or services ('Work') are of the highest quality and that the Work complies with the client's instructions. The client must check, proofread and examine all Work and inform Skysoclear of any error within 3 days of receipt: in the absence of such notice, the client will be deemed to have accepted such Work. The final responsibility for the accuracy of the information in the Work and for checking the Work before production rests with the client. Skysoclear shall not be responsible for any missed deadlines, additional costs incurred by the client, or errors post client sign-off.
6) Suppliers – Skysoclear will take all reasonable care in the selection and supervision of suppliers, but the client has final responsibility for the approval of the agreed deliverables. The client agrees that when dealing with suppliers, Skysoclear contracts as the client's agent only, without liability as a principal. Where a client wishes to handle production purchasing directly, Skysoclear will not have any input into quality control unless a supervision fee is agreed.
7) Credits and samples – Skysoclear is entitled to claim authorship of all material for which it is responsible and has rights of reasonable publicity.
8) Confidentiality and non-disclosure – Each party will use its best endeavours to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard. The client recognises that Skysoclear's method of working and pricing structures are proprietary and are not generally in the public domain. Where relevant, specific confidentiality or non-disclosure agreements may be employed.
9) Termination of project – Either party may terminate the agreement by giving written notice of 30 days to the other party. In such an event, the client will be liable to pay any fees due, together with any outside costs already incurred. The termination is not in effect until the outstanding balance is paid in full.
10) Applicable Law – This agreement shall be governed by and construed in accordance with the laws of England & Wales.