“Seller” means HDC Americas Inc .
"Customer" or "Client" means the person who buys or agrees to buy the services from the Seller.
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions confirmed in writing by the Seller.
“Services” means intellectual or creative work performed by the Seller which the Client agrees to buy from the Seller.
“Price” or "Fees" means the cost for the Services.
“Quotation” means the Seller’s specification and price for the Services.
“Specification” or "Methodology" means the scope of work, description and/or specification of the Services referred to the Quotation.
"Commencement" means the time / date that services begin.
“Artwork”or "Creative Work" means any intellectual creation, logo, picture, map, drawing, photograph, original illustration, copy, text, narrative or created object.
“Variations” means any changes to the Specification or Methodology.
“Sign off” means acceptance in writing (including by electronic mail) by the Buyer of the Services undertaken by the Seller.
”Release” or "Completion" means the date when the Client and the Seller agree the work / Services have finished.
“Force Majeur” means fire, flood, lightening, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar labour dispute or events or circumstances outside the reasonable control of the party affected thereby.1) SERVICES
2) COMMENCEMENT / DURATION OF SERVICES
- The scope of the Services to be provided to the Client by HDC Americas Inc. will be agreed in writing between them.
- If the Client requires any additional services, or any change to the agreed Services, HDC Americas Inc. will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.
3) FEES AND EXPENSES
- If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date that HDC Americas Inc. begins to carry out any of the Services or work on behalf of the Client.
- HDC Americas Inc. will be entitled to fees from the moment of commencement to the moment of release.
- The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Business.
4) INFORMATION & APPROVAL
- The fees payable for the Services will be as agreed in writing between the Client and HDC Americas Inc. Unless otherwise specified, fees will be payable by monthly instalments against HDC Americas Inc. invoices (payment to be due within 30-days from the invoice date).
- Out of pocket expenses (including travel, food, accommodation, telecommunications, printing and other costs) will be recoverable in addition to fees and the appropriate amounts will be added to HDC Americas Inc. invoices unless otherwise agreed.
- HDC Americas standard daily rate is $800.00 US Dollars unless otherwise agreed. The standard hourly rate is $125.00 US Dollars unless otherwise agreed. The daily and hourly rates quoted to the Client are subject to review annually on 1st January each year.
- Meetings, interviews, tender presentations and site meetings will be charged at $360.00 US Dollars per day plus travel, accommodation and subsistence expenses.
- HDC Americas will be entitled to compensation on overdue accounts at the rate of:
- $75.00 US Dollars per week (or part thereof) for invoices below $4,000 US Dollars
- $150.00 US Dollars per week (or part thereof)for invoices between $4,001 and $8,000 US Dollars
Compensation is calculated on a daily basis from the due date until full payment is received by HDC Americas Inc.
- 8% per week (or part thereof) for invoices over $8,001 US Dollars
- The daily and hourly rates of HDC Americas Inc. quoted to the Client will, unless otherwise agreed, apply to any additional services.
- Fees are quoted exclusive of any sales tax. If applicable, this will be added to each invoice and payable by the Client.
- Unless agreed in advance, HDC Americas Inc. require clients to pay 40% of the agreed fees on commissioning, or signing the agreement or contract.
- Payment is in US Dollars and is payable by bank transfer, cheque (to HDC Americas Inc.), cash or bankers draft.
- Any exchange rate or bank costs incurred in the process of payment are the responsibility of the client.
5) STANDARD OF CARE
- The Client will ensure that the HDC Americas Inc. is provided in good time with all information needed to enable HDC Americas Inc. to perform the Services and HDC Americas Inc.will be entitled to rely on that information.
- The Client will give all decisions and approvals in a timely manner and provide any additional assistance, which HDC Americas Inc. may reasonably request.
6) INTELLECTUAL PROPERTY
- HDC Americas Inc. will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of the Consultant's profession.
- HDC Americas Inc. will also use reasonable endeavours to adhere to the programmes agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond HDC Americas’s control.
- Copyright in all intellectual creations, drawings, designs, reports, documents and computer-generated data prepared by the HDC Americas inc. will remain the property of the HDC Americas Inc. and all rights are reserved.
- Subject to the Client paying all fees and expenses, which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.
8) LIABILITY & INSURANCE
- HDC Americas Inc. will designate an individual to act as the principal representative of HDC Americas Inc. in dealings with the Client concerning the Services. HDC Americas Inc. reserves the right to change that individual at any time, but will not do so without good reason and will inform the Client of any such change.
- HDC Americas Inc.will provide the Client with details of the professional qualifications and experience of staff engaged on the Services upon request.
- HDC Americas will take appropriate steps to remedy any defect in the Services for which it is responsible and which is immediately notified to it by the Client at any time up to 6-months following completion of the Services.
- HDC Americas will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.
10) ASSIGNMENTS & SUBCONTRACTING
- HDC Americas Inc. may terminate the agreement / contract / appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them, which is not remedied within 30-days. Failure to pay fees and expenses on the due date will constitute a material breach. HDC Americas has the right to claim for any costs or loss of anticipated profit.
- The Client may terminate the Appointment by notice to HDC Americas Inc. if HDC Americas Inc. commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 30-days of notice requiring it to do so from the Client.
- Upon termination the Client will pay HDC Americas Inc. all fees and expenses due up to the moment of termination. In the event of early cancellation or wrongful termination by the Client, the Client will in addition pay HDC Americas Inc. an appropriate amount of compensation amounting to 30% of the total contract value. Termination will not prejudice the accrued rights and liabilities of the parties.
11) LAW & JURISDICTION
- Neither party will assign or subcontract its obligations without the consent of the other. In the event of HDC Americas Inc. wishing to subcontract any of the Services, the Client will not unreasonably withhold its consent. HDC Americas Inc. will not be relieved of any of its liabilities to the Client in the event of any subcontracting.
- These Terms of Business supersede and take precedence over any and all other forms of terms, agreements and conditions.
- The agreement between the parties is governed by US federal law. Any disputes which cannot be resolved amicably will be resolved by the courts of the US State of Delaware.
- Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.
- By choosing to accept any quote supplied by HDC Americas Inc., or by hiring, commissioning or instructing HDC Americas Inc. the Client, by implication acknowledges and fully agree to these Terms of Business.