These terms and conditions will apply to and govern all Contracts under which Elm Street Media Group Limited, hereinafter referred to as ESMGL its affiliates, subsidiaries, agents or contractors acting on its behalf, agree to supply goods and services, and shall prevail over any Terms and Conditions of the Client, whether referred to in the Client's order, or in correspondence and elsewhere, or implied by Trade Custom practice or course of dealing. Any purported provisions to the contrary are hereby excluded or extinguished. No variation of these Terms and Conditions shall be effective unless previously agreed in writing.

Prices charged in any quotation are exclusive of VAT, unless otherwise stated.

The Client shall pay 50% of the agreed Contract price upon acceptance of the Client's order, and the remainder within 30 days of invoice date.

Delivery of materials or execution of activities mentioned in any quotation or acknowledgement of orders shall be either upon the contracted for date, or else within a reasonable time thereafter.

4.Ownership of Copyright
Copyright of all material originated by ESMGL, either in the form of pre-contract documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information, remains vested in ESMGL. Upon payment in full, the Client shall have an irrevocable but non-exclusive license to use the material throughout the world for all purposes for the full period of copyright, and, so far as permissible, in perpetuity.

5.Fitness for Purpose
The Client is deemed to have accepted the material supplied to it by ESMGL, as being satisfactory in quality and fit for the purpose, where ESMGL has received no notification to the contrary within 30 days of delivery. The Client is also deemed to accept material as being satisfactory in quality and fit for the purpose, where such material is used by the Client, incorporated in the Client's own products or services, or where the advice, opinions or findings contained in such material are acted upon, within 30 days of its delivery.

Risk in material passes upon delivery to the Client's premises, the Client's vehicle or its nominated carrier. Provided that ESMGL shall retain copies pending confirmation of safe receipt, and where transmitted electronically, such risk will be deemed to have passed to the Client upon the moment of transmission.

The Client undertakes to provide ESMGL with all reasonable assistance in the execution of a Contract, including access to Client staff, premises, in-house resources and materials, as appropriate. The Client also undertakes to divulge to ESMGL all intellectual, financial and market information which is both necessary and within its power to obtain - whether in the public domain or not - for the satisfactory execution of a Contract.

8.Media Communications
The Client to set in place appropriate procedures to ensure that ESMGL can advise upon appropriate responses to enquiries received by the Client from the media.

9.Client Copyright
All information or material supplied to ESMGL by the Client in furtherance of the execution of the Contract, will be deemed to be the Client's copyright unless the Client advises otherwise.

The Client to indemnify ESMGL, its staff, contractors or its agents for any loss or damage suffered or incurred as a result of failure to obtain any necessary license or consent to enter any premises, or premises or access thereto being unsafe or unsuitable, or any failure of the Client to comply with any conditions imposed by any other party.

ESMGL shall under no circumstances whatever be liable in Contract or otherwise for any loss, damage, expense or injury of any kind whatsoever consequential or otherwise, arising in connection with the execution of a Contract, or from any other cause whether or not due to the acts or omissions of ESMGL, its staff, contractors, or its agents, in excess of the Contract invoice value, unless it can be proven to have acted negligently.

ESMGL undertakes not to divulge, and to otherwise take all reasonable measures to keep secure, information which the Client has passed to it, and which have been identified to it by the Client as confidential and not otherwise already in the public domain. However, ESMGL to retain the right, at its discretion, and without prior notice to the Client, to circulate said information to associates or subcontractors, so as to enable them to tender for or complete tasks assigned to them in connection with the execution of the Client's contract.

14.Force Majeure
ESMGL shall not be liable to the Client for any loss or damage which may be suffered by the Client as a result of the delivery of materials or the execution of a Contract being delayed, prevented, hindered or made uneconomic by reason or circumstances or events beyond ESMGL's control including, but not limited to:
(a)Act of God or riot, strike, lock-out, trade dispute, labour disturbance, restriction or ban on overtime, accident, fire, flood or storm difficulty or increased expense or
(b)Failure by the Client to give adequate instructions or supply the necessary information in due time or
(c)Failure by any third-party to carry out their part of the work or otherwise perform their obligations when required

All claims in respect of material or non-execution of the Contract to be made in writing and received by ESMGL no later than thirty (30) days of the date of delivery. In the case of Contracts where delivery is made in instalments, this thirty (30) day period to be deemed to start from the date upon which the material at issue was delivered to the Client, or the contracted-for activity was scheduled to take place.

16.Recovery of outstanding amounts
Any monies owed to ESMGL be repaid in full within 30 days of invoice date. Amounts outstanding after this 30 days to attract a 5% per cent p.a. interest charge above the then prevailing p.a. commercial lending rate of ESMGL's bankers, to be applied for each month or part of month that such amounts remain outstanding. ESMGL reserving to itself the right at any point after the 30 day period has elapsed, to instruct its contracted agent Dun & Bradstreet Receivables Management Services, or another nominated agent, to recover such outstanding amounts on its behalf, without further notices being required. Any sum to be recovered to include the contracted debt recovery agent's fees.

Any notice issued under these Terms shall be deemed to have been duly given if sent pre-paid first class post, fax or via e-mail to the party concerned at its last known address.

All contracts to which these Terms and Conditions apply shall be governed and construed in accordance with the laws of England, and the parties hereby submit to the jurisdiction of the English Court.

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