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Order Terms & Conditions

 

1 Interpretation

 

The following definitions and rules of interpretation apply in these Conditions.

 

1.1 Definitions

Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

Client: The person, firm, or entity set out in the Order or any recipient of Services, including those requesting a proposal, activation, or pitch from WMIW.

Client Default: As defined in clause 4.3.

Client Materials: All documents, information, items, and materials in any form, whether owned by the Client or a third party, which are provided by the Client to WMIW in connection with the Services.

Charges: The charges payable by the Client for the supply of the Services in accordance with clause 5.

Commencement Date: As given in the Order.

Contract: The contract between WMIW and the Client for the supply of Services, comprising the Order and these Conditions.

Deliverables: The deliverables set out in the Order (if any), and any other deliverables produced by WMIW for the Client in carrying out the Services.

Order: The signed order form that sets out the Services to be provided, the Initial Term, the Charges, and any Deliverables. No work will be carried out until an Order Form is signed by both parties.

WMIW: WMIW Limited, Briarwood, Wilmslow Park South, SK9 2DH

Services: The services, including the Deliverables, to be supplied by WMIW to the Client as set out in the Order or any proposal, activation, or pitch requested by the Client or recipient.

 

2. Basis of Contract

2.1 These Conditions and the signed Order shall together form the Contract. The Services and any Deliverables to be provided by WMIW are as set out in an Order. WMIW shall not be obliged to provide any Services or Deliverables unless and until the Order is agreed and signed by both parties.

2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.3 Any quotation given by WMIW is only valid for 30 Business Days from its date of issue.

2.4 In the event of any conflict between the terms of the Order and these Conditions, the terms of the Order shall take precedence.

2.5 Any request for a change to the Order must be made in writing. WMIW will confirm any additional costs, changes to timelines, and other modifications before proceeding. Any work carried out outside of the agreed Order Form is charged at a day rate based on the seniority of the team members.

 

3. Charges and Payment

3.1 The Charges payable for the Services shall be as set out in the signed Order Form. All work carried out within the Order Form is delivered by the WMIW team at the agreed rate. Any work outside of scope will be charged separately.

3.2 WMIW shall invoice the Client, and the Client shall pay all sums due, in accordance with the terms of the Order.

3.3 Unless stated otherwise in the Order, the Client shall pay each invoice submitted by WMIW:

    • Within 14 days of the date of the invoice or in accordance with any credit terms agreed by WMIW in writing;

    • In full and in cleared funds to a bank account nominated in writing by WMIW. Time for payment shall be of the essence of the Contract.

3.4 If the Client fails to make a payment due under the Contract by the due date, WMIW may:

    • Suspend the provision of all or any part of the Services until payment is received in full;

    • Charge interest on the overdue sum at 3% per annum above the Bank of England base rate from the due date until payment is made.

3.5 If WMIW agrees to pay any advertising costs on behalf of the Client, a 5% fee shall apply.

 

4. Client’s Obligations

4.1 The Client shall:

    • Ensure the Order Form is complete and accurate;

    • Cooperate with WMIW in all matters relating to the Services;

    • Provide any necessary Client Materials, feedback, and approvals within agreed timelines;

    • Comply with any additional obligations set out in the Order.

4.2 If the Client fails to provide requested materials or approvals within agreed timeframes, WMIW reserves the right to:

    • Consider the project paused, with all fees still due as per the agreed Order Form.

    • Extend the timeline for deliverables;

    • Charge for additional time spent chasing approvals;

 

5. Intellectual Property Rights

5.1 All intellectual property in Deliverables remains the property of WMIW until full payment is received. Once paid in full, ownership of Deliverables transfers to the Client, except for WMIW’s pre-existing intellectual property and design files.

5.2 Any creative concepts, strategies, or proposals shared with the Client prior to engagement remain the exclusive property of WMIW and may not be used without written permission. If the Client or recipient of the Services uses any proprietary material from WMIW, including but not limited to ideas, strategies, creative assets, taglines, or campaign concepts presented during a pitch or proposal, WMIW reserves the right to bill the Client based on the applicable out-of-scope day rate.

 

6. Limitation of Liability

6.1 WMIW shall not be liable for:

    • Loss of profits, business, contracts, or goodwill;

    • Indirect or consequential losses;

    • Any losses exceeding the total amount paid by the Client under the Contract.

6.2 Liability for any claim shall not exceed £20,000.

 

7. Termination

7.1 The Contract shall continue for the term set out in the Order and shall terminate 12 months from commencement unless renewed in writing.

7.2 Either party may terminate the Contract if the other party:

    • Commits a material breach and fails to remedy it within 30 days;

    • Suffers an insolvency event.

7.3 WMIW may terminate the Contract if the Client:

    • Undergoes a change of control.

    • Fails to pay any amount due;

 

8. General

8.1 Force Majeure: Neither party shall be liable for any delay or failure due to events beyond their control.

8.2 Non-Solicitation: The Client shall not hire or attempt to hire any WMIW employee involved in delivering the Services for a period of 6 months after contract termination. If breached, the Client shall pay 25% of the individual’s annual salary as compensation.

8.3 Governing Law: This Contract shall be governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of English courts.