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- Definitions
1.1 ‘Cooper Murphy’, ‘our’, ‘we’ refers to Cooper Murphy, a brand and trading name of Red Enterprises Ltd., incorporated in Scotland, with registered office at 13 Kenmore Avenue, Gilston Park, Polmont, Falkirk, FK2 0RG.
1.2 ‘You’, ‘your’, ‘yours’, ‘the client’ refers to the ‘second party’ entering into contractual obligations with Cooper Murphy.
1.3 ‘Output’ refers to the physical result of the services, or ‘input’, of Cooper Murphy or any agents or affiliates thereof, including (but not necessarily limited to) text in the form of sales copy, information based copy, technical writing, consultancy or results of any other form for which time and effort have been invested by Cooper Murphy including but not necessarily limited to that as a result of direct, indirect or implied instruction from the client.
1.4 ‘Input’ refers to the efforts, physical or otherwise, invested by Cooper Murphy or any agents of affiliates thereof towards the furtherance and/or completion of the services for which this contract applies.
1.5 ‘Relevant date of acceptance’ refers to the date of acceptance of the terms and conditions in their current state, and does not encompass the date at which terms negotiated or offered by the client within the five day standard term deviation window.
Five day standard term deviation window’ refers expressly and only to clause 2.4
- Responsibilities of Cooper Murphy
The responsibilities of Cooper Murphy in relation to this agreement are specified below, and may include responsibilities expressly, impliedly or otherwise objectively derived from additional clauses elsewhere within these terms and conditions.
2.1 Cooper Murphy submit to the exclusive jurisdiction of the Scottish legal system for disputes arising from these terms and conditions. Only genuine disputes arising from ambiguities or misinterpretation of the clauses contained herein will be considered in a legal context.
2.2 Cooper Murphy accept responsibility for providing services within a reasonable timeframe, considering all correspondence, submitted prior agreements or understandings, availability of brief or specifications, or any other factors which may aid or hinder the completion of this agreement.
2.3 Cooper Murphy accept that good faith should be maintained as far as possible, and as such, to conduct business in a fair, just and reasonable manner, in particular in relation to calculating input in terms of labour hours from which to base the total sum payable.
2.4 Cooper Murphy recognise the rights of the ‘second party’, and as such present five days from the date of acceptance as an opportunity for negotiation of the standard terms contained herein. The client accepts that any alterations, additions or subtractions to these terms may be rejected by Cooper Murphy if they materially alter the nature of the agreement, or any specific aspect of the agreement so rendering formation of the contract detrimental to the best interests of Cooper Murphy. Cooper Murphy also acknowledge that in the absence of any comment or proposed alteration, addition or subtraction to these terms within the specified five day period, the client has impliedly recognised that these terms and conditions are reasonable in consideration of the nature of services provided.
- Rights of Cooper Murphy The rights of Cooper Murphy in relation to this agreement are specified below, and may include rights expressly, impliedly or otherwise objectively derived from additional clauses elsewhere within these terms and conditions.
3.1 Cooper Murphy retain the right to terminate this agreement at any time with retrospective effect, if the client has acted in a means so unreasonable as to materially jeopardize, or otherwise render this agreement incapable of completion. Cooper Murphy additionally retain the right to utilize full discretion in determining breach of the above clause, whilst endeavoring to ensure good faith and reasonableness in all proceedings towards the furtherance or completion of the contract.
3.2 In the event of termination of this agreement, Cooper Murphy may be entitled to request payment in part or in full, to represent the value of our input, considering planning, researching, writing and all other processes which may or may not apply in the specific circumstances.
3.3 Cooper Murphy reserve all rights as to output and expressly prohibit the reproduction in part or in whole of any output or any identifiable concepts contained therein until finalised payment of the balance payable by the client.
3.4 Subsequent to completion of payment on the stated balance(s) by the client, Cooper Murphy surrenders all rights relating to the intellectual property of output, whilst retaining the specific right to utilise the output in whole or in part as a contribution towards portfolio, writing samples, or any other reasonable promotional tool, with the exception of output expressly defined as ‘ghostwriting’.
3.5 Cooper Murphy reserve the right to re-structure payment in a manner deviating from the standard pricing structure (which is available on request) where deemed appropriate.
3.6 Cooper Murphy also reserve the right to receive a payment in deposit up to or in excess of 50% of total estimated job cost prior to commencing input.
- Responsibilities of the client
The responsibilities of the client in relation to this agreement are specified below, and may include responsibilities expressly, impliedly or otherwise objectively derived from additional clauses elsewhere within these terms and conditions.
4.1 The client accepts liability for payment of the specified balance, based on the input defined in labour hours against our standard pricing structure where pricing is not separately defined, as at the relevant date of acceptance.
4.2 The client accepts to act in good faith prior to, during and throughout the lifespan of this agreement, and ensure prompt payment of all balances outstanding upon request. Clients also accept responsibility of ensuring payment of interest charged at 8% above the Bank of England base rate at the date of invoice on balances outstanding past any specified credit terms, as well as incurring the full expense of any contract specific legal action arising from disputes over any terms contained herein.
4.3 The client accepts to provide all requested information including but not limited to briefs, specifications, requirements and/or any other data which may be relevant to the project.
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