Terms & Conditions

 

The Black Arts Co.
1.1. In these terms the following expressions shall, unless the content 

otherwise requires, have the following meanings: 

“The Black Arts Co” means Tango Bravo Alpha Ltd: 

“Client” means the person to whom Services are to be supplied by The Black Arts Co; 

“Contact Report” means the report following any communication (whether in a meeting, by telephone or otherwise) between the Parties setting out what was agreed during such communications; 

“Contract” means the contract between the Parties for the supply of Goods and services as more particularly described in the Project; 

“Cost Schedule” means a schedule setting out estimates of the costs of main elements or stages of the Project and the Price of the Project; 

“Goods” means the goods supplied by The Black Arts Co. to the Client; 

“Off-the-Peg Goods” means any goods supplied by The Black Arts Co. to the Client which are finished products and currently available for retail sale; 

“Parties” means The Black Arts Co. and the Client; 

“Price” means the price of the Project (being the total sum of the cost of the individual stages or elements of the Project) as quoted by The Black Arts Co. in the Cost Schedule; 

“Project” means the specific Goods and Services agreed between the Parties to be supplied by The Black Arts Co. to the Client; 

“Proposals” means The Black Arts Co.’s proposed Services submitted to the Client following initial briefing by the Client and prior to agreement of the Project; 

“Services” means the promotion and marketing services to be provided by The Black Arts Co. to the Client; 

“Terms” means the terms and conditions set out herein and in and Contact Report or Cost Schedule relating to the Project; 

“Sign Off” means a client must sign off any Proofs or Final Artwork for a Project to Progress; 

“Artwork” means the Design Project; 

“Suppliers” means printers, web hosting company’s or material costs; 

“Final Artwork” means the final Project, which will be produced; 

“Look And Feel” means how a piece of design / Artwork will look in relation to the Project design; 

“Proofs” means printed pieces of Artwork or copy; 

“PDF Proofs” means PDF pieces of Artwork or copy; 

“Pitch” means a Project of work which The Black Arts Co. will undertake in order to win a contract of work which will convey their ideas for the Project. 

1.2. Any reference in these Terms to a person shall include natural persons, firms and other unincorporated bodies, companies and all other legal persons of whatever hind constituted. 

1.3. These terms shall apply to all Contracts to the exclusion of any terms and conditions stipulated or referred to by the Client. 

1.4. The provisions of these Terms constitute the entire agreement between the Parties regarding the Contract. 

2. Before The Black Arts Co. starts work on a Project, The Black Arts Co. will submit Proposals and a Cost Schedule to the Client for approval. 

3. Each Project constitutes a separate Contract. 

4. In carrying out the Project The Black Arts Co. enters onto contracts with third party suppliers of goods and/or services. The Client acknowledges that The Black Arts Co. does so as principal and not as agent or representative of the Client. 

5. After the Client has given an initial briefing to The Black Arts Co. may have to carry out development work before Proposals and a Cost Schedule can be provided. In such cases the Parties will agree the price in advance for such development work. 

6. For the avoidance of doubt the costs of the main elements or stages of the Project shown in the Cost Schedule are forecasts and are subject to change during the course of the Project. This information
is provided to the Client for guidance only. Subject to clause 9 below notwithstanding any variations in the main elements or stages of the Project, the Price is fixed and will be the sum to be invoiced by The Black Arts Co. and payable by the Client. 

7. The Black Arts Co. will supply all Goods and Services within the scope of the Project. Any exceptions most be agreed by the Parties before The Black Arts Co. starts the Project and a revised Cost Schedule will be supplied for the Client’s approval.

8. Where Off-the Peg Goods or Services are supplied as part of the Project, a 15% handling charge will be included in the Price. 

9. If the Client requires different or additional Goods or Services once The Black Arts Co. has started the Project, The Black Arts Co. will supply a revised or additional Cost Schedule reflecting the changes or additions in the Price for approval by the Client. The Black Arts Co. will not be able to proceed any further with the Project until these new costs are agreed by both parties. 

10. Any estimates, budget outlines, Proposals, Cost Schedules or other pre-contractual documents shall not constitute an offer by The Black Arts Co. to supply Goods or Services or carry out a Project. The 

Client’s approval of a Cost Schedule will be recorded in a Contact Report. This shall constitute an offer by the Client to engage The Black Arts Co. to carry out the Project which offer shall not be binding on The Black Arts Co. until The Black Arts Co. has given written acceptance of such offer in a Contact Report (“Agreement to Proceed”). 

 

11. Twenty five percent (25%) of the Price and any price for development work falls due with Agreement to Proceed. A further twenty five percent (25%) will be payable when a Project has reached Sign Off. The remaining 50% will be invoiced according to an invoice schedule agreed between the Parties appropriate to the timing of the Project. 

12. Any print or suppliers costs will be payable in full, on acceptance of the suppliers costs. These costs must be signed off and paid in full for the Project to continue. 

13. All websites that The Black Arts Co. produce and test during a Project will remain on The Black Arts Co.’s own server until the final invoice payment is received. The final payment will be agreed in the schedule, which both Parties will agree to. If the schedule is changed in any way then a new schedule and final payment date will be agreed by both Parties. 

14. The Price is exclusive of any VAT (which will be applied in accordance with the legislation at the tax point date) for which the Client will be additionally liable. 

15. Payment of all invoices is strictly within 30 days from the date of invoice. Failure to comply with The Black Arts Co.’s payment terms shall constitute default with only one reminder after 45 days.
In case of default The Black Arts Co. may without prejudice to any other of its rights under these terms charge interest to accrue
on a daily basis at the rate of 8% over the Bank of England base rate. Except where insolvency laws provide otherwise the Client shall not be entitled to withhold or set off payment for Goods or Services for any reason whatsoever. 

16. If the Goods are to be manufactured by The Black Arts Co.’s supplier in accordance with a specification submitted by the Client, the Client shall indemnity The Black Arts Co. against all losses, costs and damages whatsoever suffered by The Black Arts Co. in connection with any claim by a third party that the manufacture and/or supply of the Goods to such specification infringes the rights of any third party. 

17. Risk in any Goods supplied to the Client shall pass to the Client immediately upon delivery thereof to the Client. 

18. The Client is deemed to have accepted the Goods both as regards quality and quantity on signing for them open delivery to the Client. 

I9. Until payment by the Client in full of the Price and any other monies due to The Black Arts Co. in respect of all other Goods or Services supplied or agreed to be sold by The Black Arts Co. to the Client (including but without limitation any costs of delivery):- 

19.1. the property in the Goods shall remain in The Black Arts Co. and the Client shall hold the same as the fiduciary agent of and bailee of The Black Arts Co.; 

19.2. the Client shall store the Goods separately from other products in a manor which makes them readily identifiable as being the property of The Black Arts Co. and shall keep them protected and insured but shall be entitled to resell or use the Goods in the ordinary course of its business. 

20. Until such time as property in the Goods has passed to the Client (and provided that the Goods are still in existence and have not been resold) The Black Arts Co. shall be entitled at any time to require the Client to deliver up Inn Goods to The Black Arts Co. and it the Client fails Io do so forthwith The Black Arts Co. or its agent may enter the premises of the Client and take possession of any Goods in which property remains in The Black Arts Co. and remove and dispose of them as The Black Arts Co. thinks fit. The Black Arts Co. shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by the Client. 

21. No Project following Agreement to Proceed may be cancelled by the Client except with the agreement in writing of The Black Arts Co. and on terms that the Client shall indemnify The Black Arts Co. in full against all loss (including loss of profit), costs, damages, charges (including charges for The Black Arts Co.’s time spent on the Project) and expenses incurred by The Black Arts Co. up to the date of and as a result of such cancellation. 

22. All Projects are checked for compliance with relevant codes of practice. However the ultimate responsibility rests with the Client to obtain detailed legal advice for each Project. 

23. All projects are checked for copy mistakes but it is ultimately
the responsibility of the client to Proof all Artwork and Final Artwork before Sign Off. As The Black Arts Co. can not be held responsible for any mistakes after Final Artwork has been Signed Off. 

THE CLIENT’S ATTENTION IS SPECIFICALLY DRAWN TO THE FOLLOWING PROVISIONS WHICH DEAL WITH EXCLUSIONS AND LIMITATIONS UPON THE BLACK ARTS CO.’S LIABILITY. 

24. Subject as expressly provided for herein all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law and The Black Arts Co. shall have no liability to the Client other than as expressly set out herein. 

25. The Black Arts Co. warrants that the Goods shall be free from defects and shall conform in all material respects with any specification agreed with the Client. 

26. If within 2 weeks from the date of delivery or where delivery is delayed due to any circumstances beyond The Black Arts Co.’s reasonable control when ready for despatch, any Goods are found on inspection by the Client to be defective The Black Arts Co. shall replace such defective Goods provided they are returned in full, carriage paid to The Black Arts Co. as soon as possible after discovery of the defect. 

27. Save for death or personal injury caused by The Black Arts Co.’s negligence, The Black Arts Co.’s total liability to the Buyer under each Contract or arising The Black Arts Co.’s negligence for any single or series of claims arising from the same cause shall not exceed the Price of the Project in question. 

28. Except in respect of death or personal injury caused by The Black Arts Co.’s negligence, The Black Arts Co. shall have no liability to the Client for loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage or loss of any nature whatsoever and whether caused by the negligence of The Black Arts Co. at its employees or agents which arises out of or in connection with the Contract and/or the use or resale by the Client of the goods, except as may otherwise be expressly provided for in these Terms. 

29. The Black Arts Co. shall not be liable for any losses (direct, indirect or consequential) suffered by the Client due to The Black Arts Co.’s failure to meet its obligations under the Contract due to any circumstances beyond The Black Arts Co.’s reasonable control. 

30. For the avoidance of doubt nothing herein contained shall be deemed to exclude or restrict The Black Arts Co.’s liability for death or personal injury a/sing due to The Black Arts Co.’s negligence. 

31. Anticipated promotion response rates are estimated based on
The Black Arts Co.’s previous experience in the brand where relevant and The Black Arts Co.’s promotional database.
The Client acknowledges that due to factors outside The Black Arts Co.’s control actual promotion response rates may differ too greater or lesser degree from the estimated rates provided The Black Arts Co.. The Black Arts Co. does not warrant the accuracy of any estimated promotion response rate given to the Client nor does The Black Arts Co. accept any liability from any losses whatsoever which the Client may suffer arising from any discrepancy between such estimates and actual promotion response rates. 

32. All Artwork/Proofs most be approved by the Client within the timetable agreed between the Parties. The Black Arts Co. accepts no liability for any delay in the execution of the Project if the Client fails to meet this obligation. 

33. For the avoidance of doubt copyright in all text or artwork contained in pamphlets, flyers, brochures, websites, pictures, branding, pitch’s or other promotional material produced by or acquired by The Black Arts Co. in the execution of the Project shall belong to The Black Arts Co. unless and until the parties agree that such copyright may be assigned to the Client and an appropriate assignment has been executed. 

34. In accepting Promotional/Pitch Proposals the Client acknowledges and agrees that any identifiable and original idea or concept presented by The Black Arts Co. in relation to any Pitch/Project created or developed by The Black Arts Co. shall be acknowledged as being available only for such Project and shall not be used for any other purposes whatsoever without The Black Arts Co.’s express prior agreement given in writing. Even where no Project is agreed, the ideas and concepts presented to the Client shall remain strictly confidential and shall not be used in any way, including communication with third party, without The Black Arts Co.’s express prior written consent. Failure to do so will be seen as a breach of copyright. Which is enforceable by law. 

35. If the Client:-
35.1. shall default in or commit any breach of any of its obligations to 

The Black Arts Co. under these Terms; or 

35.2. shall be involved in any legal proceedings in which its solvency is in question; or 

35.3. being a company shall present a petition presented for its winding up or convene a meeting to pass a resolution for voluntary winding up or have a receiver appointed over all or any part of
its assets or call a meeting of or enter into any composition or arrangement with its creditors or being an individual shall be presented with a bankruptcy petition; or 

35.4. shall cease or threaten to cease to trade or if in the opinion of The Black Arts Co. serious doubts arise as to the Client’s solvency then in any such case The Black Arts Co. shall immediately become entitled (without prejudice to its other claims and rights under the Contract) to suspend further performance of the Contract for such time as it shall in its absolute discretion think fit or (whether or not notice of such a suspension shall have been given) to treat the Contract as wrongfully repudiated by the Client and forthwith terminate the Contract (either with or without notice to the Client) and it any Goods or Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary. 

36. All Contracts shall be governed by English Law and the English Courts shall have non-exclusive jurisdiction for the hearing of any dispute between the Parties. 

37. These terms supercede all previous terms of business of The Black Arts Co.. 

38. The Black Arts Co. shall be entitled to assign or subcontract all or any of its rights and obligations hereunder. The Client shall not be entitled to assign, transfer, sub-contract or otherwise delegate any of its right or obligations hereunder. 

Tango Bravo Alpha - trading as The Black Arts Co. 2022.