1 Interpretation

In these Conditions:
“Client” means the person or company for whom Redmarque has agreed to provide the Services in accordance with these Conditions;
“Contract” means the terms agreed between the Client and Redmarque and these Conditions; ;
“the Services” means the services to be provided by Redmarque for the Client “Redmarque” means Redmarque Limited;

2 Performance of the Services
2.1    Redmarque shall provide the Services to the Client subject to these Conditions.
2.2    It shall be the responsibility of the Client to ensure that the description of the Services is accurate.
2.3    The Client shall supply Redmarque with all necessary data or other information necessary to perform the Services.
2.4    Redmarque may at any time without notifying the Client make any changes to the Services or these Conditions which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

3 Charges
3.1    Normal working hours are 9am to 5.30pm Monday to Friday.
3.2    Redmarque charges on an hourly basis, unless otherwise stated and agreed.  The  time is charged at an hourly rate, which varies according to the work being undertaken and in some cases the need to work outside the normal working hours. The rates which apply will be agreed before work commences.
3.3    Time to be charged, unless otherwise stated, includes meetings with the Client and/or other parties on the client’s behalf, chargeable telephone support calls, travelling and research.
3.4    Unless otherwise stated invoices are due and payable on receipt.
3.5    Where invoice payment is not received within 30 days Redmarque reserves the right to charge interest on the outstanding amount at 2 points per annum above the Barclays base lending rate calculated on a daily basis for each day payment is overdue.

4 Intellectual Property Rights
4.1 The property and any copyright design right or other intellectual property rights in any design document invention or other creation created pursuant to the Services (“the Works”) whether in written graphic machine readable or other form and however retained shall belong to Redmarque.
4.2 Redmarque hereby asserts its right to be identified as the author of the Works pursuant to section 78 of the Copyright Designs and Patents Act 1988 by endorsement of the following words on the Works: “Designed and created by Remarque Limited”. The Client shall not alter or add to the said Works without the prior written consent of Redmarque.

4.3 In consideration of but subject to the payment of Redmarque’s Charges and compliance with these Conditions, Redmarque hereby grants to the Client an exclusive licence to reproduce the Works solely in connection with and for the purposes of its business including the right to reproduce the Works in advertising and promotion of the Client’s products.

5 Confidentiality
5.1 Redmarque will keep confidential any information or data provided by the Client, save for any data or other information provided by the Client which is already in the public domain at the time when they are so provided, and shall cease to apply if at any future time they come into the public domain
5.2 The Client warrants that any data or information supplied by the Client its servants or agents and its use by Redmarque for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify Redmarque against any loss, damages, costs, expenses or other claims arising from any such infringement.

6 Domain Names
6.1 Domain names registered on the Client’s behalf are at no time the property of the Client. The Client, upon registration, merely receives the right of use of such name(s) as is provided to Client’s domain for such time as it is validly registered to the Client. This provision is subject to such rules of the duly appointed Naming Committees/ Organisations as are in force from time to time.
6.2 All third party costs arising from the registration of a domain name shall be met by the Client and are payable to Redmarque before a formal application for registration is made.


7 Warranties and Liability
7.1 Redmarque warrants to the Client that the Services will be provided using reasonable care and skill. Where Redmarque supplies in connection with the provision of the Services any goods or parts supplied by a third party Redmarque does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Redmarque.
7.2 Redmarque shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
7.3 Redmarque shall have no liability to the Client in respect of any loss of Client’s data either at the time of or after the performance of the Services and the Client shall have total responsibility for back up and protection of its data from loss.
7.4 The Client shall indemnify keep indemnified and hold harmless Redmarque against all claims proceedings costs (including legal costs on an indemnity basis) incurred or sustained and howsoever arising directly or indirectly as a result of the breach by the Client of any of these Conditions or any warranty contained herein or as a result of any criminal or civil proceedings brought against Redmarque in respect of the provision of the Services and/or the Works created as the case may be.
7.5 Except in respect of death or personal injury caused by Redmarques’s negligence, or as expressly provided in these Conditions, Redmarque shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Redmarque, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of Redmarque under or in connection with the Contract shall not exceed the amount of Redmarque’s charges for the provision of the Services, except as expressly provided in these Conditions.
7.6 Redmarque shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Redmarque’s obligations in relation to the Services, if the delay or failure was due to the Client or to any cause beyond Redmarque’s reasonable control.

8 Termination
8.1 The Client shall be entitled to cancel the Contract by giving not less than 7 days’ written notice to Redmarque prior to the due date for commencement of the peformance Services. In such case the Client shall have no liability to Redmarque save for the costs of any items ordered by Redmarque in respect of the Services. Otherwise the Client shall pay the Supplier’s Charges in full.
8.2 Redmarque shall be entitled to withdraw from the Contract at any time and without giving any notice to the Client if the Client goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed over all or any part of its assets or undertaking.
8.3  Redmarque shall be entitled to terminate the Services at any time forthwith by notice in writing in the event that the Client commits a breach of these Conditions (and if capable of remedy the Client fails to remedy the breach within 48 hours of receiving notice to do so).
8.4 Termination of the Services shall be without prejudice to Redmarque’s rights of in respect of any antecedent breach.

9 General
English law shall apply to these Conditions, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.