Terms & Conditions
These are the terms and conditions that sets out the relationship between TGP International (company number 10334500) whose Registered Address is at 3 Henrietta Street, Covent Garden, WC2E 8PS (“Consultant”) and any clients (“Client”).
The contract between the Hospitality Agency and the Client for the supply of Services in accordance with these terms and conditions and the Proposal.
As named on the signature page of the approved Proposal.
BASIS OF CONTRACT
Our written specification/fee proposal is a description of our services and constitutes our offer to you. This is an outline of the what we will deliver and an estimate of our professional costs. The offer is valid for 30 days from communication. If you require an extension, notify us in writing on or before the date the offer is due to expire, and we may grant an extension at our discretion.
Fee Proposal is exclusive of VAT. VAT is chargeable at the applicable UK rate.
The offer is accepted by confirming acceptance via email or written response, at which point this Agreement shall commence.
Acceptance does not imply immediate commencement by TGP International. Commencement date to be agreed by both parties
- PROFESSIONAL SERVICES
2.1 TGP International will provide the services, which are the services (including any
deliverables) as set out in the specification.
2.2 We work with consultants who may provide the services on our behalf. TGP International shall not appoint a consultant unless approved in writing by the Client (such approval not to be unreasonably withheld).
- PROVISION OF THE SERVICES
3.1 Consultant shall provide the Services to the client during the Term in accordance with this. Agreement on a non-exclusive basis and shall be free to provide services to third parties provided that this does not place Consultant in breach of any of his obligations under this agreement, and provided that the Consultant shall not, during the continuance of his appointment under this Agreement, directly and/or indirectly perform similar services to similar or competitive concepts in the Market without obtaining the prior written consent of the Manager. Such consent shall not be unreasonably withheld.
4. CHARGES & PAYMENTS
4.1 PAYMENTS (General)
All prices are in USD and exclude VAT if applicable. The professional fees for other client’s consultants are not included in this proposal. (No VAT will apply to this project as is an overseas transaction)
4.2 STAGED PAYMENTS
We invoice 50% of each stage on commencement of that stage and initiate work on commencement of payment. The remaining 50% of each stage (and any invoices for Additional Work) is invoiced on completion of the work for that stage. The stages are outlined in the Fee Proposal. Invoices are payable within 14 days of receipt. Any amount unpaid within 14 days from date of receipt of invoice will bear interest at the rate of one and one-half percent (1.5%) per month until paid. The provision for the payment of interest shall not be construed as authorisation to make payments late. TGP International reserves the right to suspend work on the project in the event of continued late payment.
- Reimbursable expenses shall include expenditures made in the interest of the project including, but not limited to: transportation (air travel at business class) and reasonable living expenses and travel in connection with the project.
- A handling charge at the rate of 20% will be added to any and all disbursements charged, including items bought in on behalf of the Client at their request, to cover the cost of administration. This does not include items such as travel expenses, but items/goods requested to be purchased by the client.
- CLIENT OBLIGATIONS
- You agree to:
- Other than otherwise agreed (under terms of Confidentiality), allow TGP International to use the materials it produces for all its own promotional and Public Relations (PR) activity.
- Allow our photographer with prior consent in writing by the brand, onto the premises for the purpose of photographing the completed interior prior to opening/relaunch date or soon after the project has been completed.
- INTELLECTUAL PROPERTY
6.1 TGP International owns all intellectual property rights (including copyright relating to the material it produces).
6.2 TGP International grants to you, with immediate effect, non-exclusive, royalty-free licence to copy and make use of any materials prepared by or on behalf of TGP International for any purpose relating to the Project.
6.3 TGP International shall not be liable for use of the materials for any purpose other than that for which is was prepared and/or provided.
6.4 Moral rights – Consultant retains the rights to all intellectual property for work carried out for the client until all outstanding fees have been paid in full.
7.1 Each party undertakes that it shall not at any time during this agreement and for a period of five years after termination of this agreement, disclose to any person any confidential information, except as provided by 8.1 below. Confidential information means all information disclosed whether before or after the date of this agreement including information relating to the business operations of the parties, fee proposals, pitch documents, designs and other information of a confidential nature. Any such information shall be used solely for the purpose for which it was provided and upon conclusion or termination of this Agreement shall return all confidential information to the Client if so desired.
7.2 Each party may disclose confidential information only to employees, officers and representatives of the parties, or as required by law or court order.
- CHANGE CONTROL
8.1 Additional services: Where services additional to the specification (i.e. services beyond the scope of what is initially anticipated) are requested by the Client; changes to the specification are requested by the Client; where it is necessary to vary the specification as a result of change of laws or planning; where (without prejudice to other rights or remedies under this agreement) services provided by our Consultants are delayed or not performed; where we are required to provide work outside of the scope of the specification to assist with the resolution of disputes in connection with the project – in each instance, the services will be considered additional services. Additional services are not provided for in the fee proposal and is the liability of the Client.
8.2 Wherever possible, we will provide an outline of the requested/required additional services and give an indication of our fee for Client approval (such approval not to be unreasonably withheld). Failure to give approval to the indication may result in termination of this agreement. Client approval shall be given in writing. Additional services shall be subject to all terms and conditions as an addendum to this agreement.
9 LIMITATION OF LIABILITY/INSURANCE
9.1 Nothing in this agreement shall limit or exclude TGP International liability for death or personal injury caused by its negligence.
9.2 TGP International shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of goodwill, profit, revenue, or anticipated savings, or any loss that is an indirect or secondary consequence of any act or omission of TGP International.
9.3 TGP International total liability for damage caused by the negligence of its employees in connection with this Agreement shall be limited to the amount of our professional design services only.
9.4 TGP International and their Consultants shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from our/the Consultant’s provision of the Services and shall accordingly maintain in force during the Agreement adequate insurance cover with reputable insurers acceptable to the Client.
9.5 Client appointed consultants will provide evidence that this insurance coverage has been arranged. The liability of the Consultant in respect of damages caused to the Client shall not be linked to the amount of the insurance or by the requirements of this clause.
10.1 Without affecting any other rights or remedy available to it, either party may terminate the Agreement by giving the other party 30 days’ notice. In the event of such termination, full payment shall be made for such services performed up to the termination date, including approved reimbursable expenses when due.
10.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
- The other party fails substantially to perform in accordance with its terms and (where the breach is remediable and the party in breach has not remedied the breach within 14 days of receiving notice.
- The other party goes into receivership/liquidation or if there is a change in ownership/control.
10.3 Without affecting any other right or remedy available to it, the Client may terminate the Agreement with immediate effect by giving written notice to TGP International if the Client’s building is damaged, other than superficially, by fire or any other cause. In the event of such termination, full payment shall be made for such services performed up to termination date, including reimbursable expenses when due.
- RESTRICTIVE COVENANT
The Client agrees and covenants with TGP International that the Client will not, for a period of 12 months after termination of the Agreement offer to employ or engage or otherwise endeavour to entice away any employee, or Director (if not an employee) of TGP International.
- GENERAL TERMS
12.1 Interpretation: The captions and headings throughout this Agreement are for convenience and reference only, and the words contained therein shall in no way be held or deemed to define, limit, describe, modify, or add to the interpretation, construction, or meaning of any provision of or scope or intent of this Agreement.
12.2 Force Majeure/Delays: Performance of the Services by TGP International, shall be pursued with due diligence in all requirements hereof, however, TGP International and/or the Client shall not be liable for any loss or damage for delay or non-performance of their obligations under the Agreement due to causes beyond their reasonable control. In the event of any delay resulting from such causes, the time for performance hereunder shall be extended for a period of time reasonably necessary to overcome the effect of such delays. In the event of any delay or non-performance caused by such uncontrollable forces, TGP International and/or the Client shall promptly notify in writing of the nature, cause, date of commencement thereof and the anticipated date of completion.
12.3 Entire Agreement: This Agreement represents the entire understanding and agreement between the parties hereto relating to the services and supersedes any and all prior agreements, whether written or oral, that may exist between parties regarding it. To the extent that any other document conflict with the terms or conditions whether contained in the Client’s purchase order or any other document conflict with the terms and conditions of the Agreement, the terms and conditions of this Agreement shall govern.
12.4 Variation: No amendment or modification to this Agreement or any waiver of any provisions hereof shall be effective unless in writing and signed by both parties.
12.5 Notice: Any notice to be given under this Agreement shall be in writing (including email) and shall be deemed given and received when delivered.
12.6 Third Party Rights: Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
12.7 Governing Law: The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
12.8 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).