TERMS & CONDITIONS
Updated Dated:- Jan 2022
Notable Points
Genoa Black includes the principal companies that make up Genoa Strategy and G2B including Genoa Black Ventures LLP & Genoa Black London LLP.
Genoa Black via Genoa Strategy & G2B delivers advice, services, activities, and other products to clients for the payment of a fee as agreed between both parties.
In this document reference to either ‘Genoa Black’ or ‘The Company’ this means the legal entities consisting Genoa Black Ventures LLP & Genoa Black London LLP.
Unless expressly agreed in writing with Genoa Black signed by a Duly Authorised Representative within Genoa Black (director or partner) these are the ONLY terms and conditions which will bind clients & Genoa Black.
The Terms & Conditions contained within this document supersede all other Terms & Conditions including any recognised legal statute specifically regarding the ownership of intellectual property and passage of such intellectual ownership from the suppler to Genoa Black.
Upon the issue of a Purchase Order by Genoa Black to the supplier & the subsequent acceptance of that Purchase order the Supplier is unequivocally bound by these terms & conditions. Acceptance of a ‘purchase order’ by a suppler is deemed to have been made by any of the following taking place :-the commencing of work, production of goods or services by the supplier; the issuing of an invoice (in full or part) by the supplier for payment of goods, work or services, or the passing of 5 working days from receipt of the purchase order.
Upon the issue of an instruction by a company (either existing or prospective new client) Genoa Black shall deliver such work as instructed agreed for the fee & timescale stipulated by Genoa Black. Instructions by clients can take the form of email, verbal or in writing. Where no fee is agreed the client is bound by Genoa Black’s standard rates.
Genoa Black means Genoa Black Ventures LLP & Genoa Black London LLP and any other entity which from time to time is an affiliated company of any of the above entities (including any subsidiary or holding company of that entity or any subsidiary of any direct or indirect holding company of that entity),each being a ” Genoa Black Ventures LLP & Genoa Black London LLP ” and collectively being referred to as the “Genoa Black” for the purposes of these terms and conditions, as updated from time to time by Genoa Black Ventures LLP & Genoa Black London LLP (the “Terms”).
Either party can raise issues, make changes or amend work instructed acting reasonably and within a reasonable time period such time period being :- 10 working days on receipt of work by Genoa Black.
Where a client questions any aspect of work, advice or products provided by Genoa Black to them outside of 10 working days of receipt of such work, advice or products then Genoa Black will have sole discretion to accept or reject any aspect of a client’s concern be that failure to meet a brief, dissatisfaction of the work provided, concern over fee level or value of work provided.
Notice to end a retained relationship :- Where a client has entered into a retained fee agreement with Genoa Black for a set period of time, the client can only cancel this by giving three months written notice (email will suffice). As the nature of a retained relationship is to secure the availability and services of Genoa Black for a specific and guaranteed period or other such measurable volume, this certainty of work load requires that Genoa Black maintain capacity in its team and their working week and months to allow the delivery of the actual and anticipated client work and instructions. Where a client cancels a retained relationship and where a retained fee has been agreed at a rate below the Genoa Black standard rate card, applicable at the time, the client is at the sole discretion of Genoa Black liable to pay the difference between the retained fee agreement and the full Genoa Black rates for all invoices issued during the period of the retained relationship & up to the date the retained relationship ends.
Client Terms & Conditions
DEFINITIONS In these Terms (unless context requires otherwise):
1.1 “Contract” shall mean an Order, Purchase Order, email instruction, or verbal instruction issued by a company to any employee within, Genoa Black Ventures LLP or Genoa Black for the supply of advice, goods, services or work of any kind.
1.2 “Deliverables” shall mean all documents, products, research, strategies, professional advice, rough edits, raw forage, raw images, early artwork and materials developed by Genoa Black or any sub agent appointed by Genoa Black, contractor or employee of the suppler as part of or in relation to the Services as detailed in the purchase order & in any form or media.
1.3 “Duly Authorised Representative” shall mean the relevant Employee, be that a Client Manager, Marketing Manager, Marketing Executive, Company Director, Partner or company Owner within Genoa Black Ventures LLP & Genoa Black London LLP
1.4 “Goods” shall mean the goods, advice, services, & Intellectual Property (or any part of them) as set out in the Purchase Order or instruction given by the client to Genoa Black or employee partner, director within Genoa Black.
1.5 “Losses” shall mean all costs (including legal costs and costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and loss of opportunity to deploy resources elsewhere), damages, claims, demands, proceedings and judgments.
1.6 “Order” means an instruction given by a client or prospective client including verbally, via email, or written via a Purchase Order or any other manner given by an employee of the client or
prospective client to Genoa Black.
1.7 “Services” shall mean the services, including without limitation any Deliverables, to be provided by Genoa Black under the Contract as set out in the Order.
1.8 Genoa Black means; Genoa Strategy, G2B, Genoa Black Ventures LLP & Genoa Black London LLP
1.9 Client means any company that has or is looking to engage the services of Genoa Black.
CONSTRUCTION OF CONTRACT
2.1 Where an order for work or advice has been given be that via a Purchase Order, verbal instruction , written instruction including email is issued by a company (client or prospective client) to Genoa Black will constitute a binding and enforceable contract between Genoa Black and the client. These Terms & Conditions are automatically deemed incorporated into each and every instruction, subject to any permitted variation provided for under these Terms, and shall accordingly govern the same. Where there is any manifest inconsistency between the provisions of these Terms and any Order given, if this is not raised within a reasonable period, 20 working days from the delivery of the work by Genoa Black to the client then Genoa Black will have sole discretion to accept the clients concerns or amendment’s or not. Any additional work required shall be at Genoa Black’s standard rates.
2.2 The terms of each Contract shall apply as between the parties in respect of the matters described in the Order to the exclusion of all other terms (including any terms and conditions that you the client purports to apply). Any attempt by you (or on your behalf) as client to impose any other terms or conditions to the trading relationship with Genoa Black is hereby explicitly and expressly deemed automatically rejected in advance (and any such terms and conditions are likewise deemed rejected automatically in advance) and will be (and is) wholly ineffective and non-binding upon each and every Genoa Black Company. No terms other than these Terms are or will be acceptable to Genoa Black, save as expressly agreed and physically signed in writing by a Duly Authorised Representative agreeing to a variation to these Terms in accordance with these Terms prior to work commencing.
2.3 These Terms are automatically deemed accepted by you as the client upon the earlier of
(i) Genoa Black accepting the instruction be that verbally, written , email or accepting a Purchase Order issued by you the client such Purchase Order shall not overwrite these Terms & Conditions and that they are bound by them, thus assuming Genoa Black has read this document (terms & Conditions Dated above, or as updated from time to time) and that you the client has 5 working days to respond with any variation from issue of the Purchase Order.
(ii) Genoa Black supplying advice, goods or services
(iii) Genoa Black commencing with the instruction for the provision of Goods, Services or advice of any kind.
(iv) the issuing of an invoice (in full or part) by Genoa Black for payment of goods, work or services
(v) the passing of 5 working days from the issue of an instruction or agreement to commence work and that work commencing.
Save as expressly agreed and physically signed in writing by a Duly Authorised Representative, these Terms will apply to your entire relationship and all dealings with any Genoa Black Ventures LLP & Genoa Black London LLP Company.
There is no need for any Genoa Black Ventures LLP & Genoa Black London LLP to issue you with duplicate copies of these Terms when each Contract is entered into and there is no obligation on any Genoa Black Ventures LLP & Genoa Black London LLP to do so.
Failure to provide a copy of these Terms with each Contract shall not in any way prejudice the fact that these Terms shall govern each Contract as provided for herein.
All clients and parties which engage with Genoa Black are drawn to these T&C which are provided on the Genoa Black website. Each client or prospective client must satisfy themselves as to the acceptability of the terms and conditions contained within this document and it shall be therefore understood by the client that they bind themselves to these T&C’s in the absence of any changes agreed by both parties within 10 working days upon the issue of any instruction or order for work.
DELIVERY
3.1 The time of delivery and performance is of the essence of the Contract and delivery shall be strictly in accordance with the Order issued.
3.2. All & Full Title, Ownership & Intellectual Property created in course of the delivery of the Services, Goods, advice or work and any Deliverables shall only pass to the client when all invoices have been settled in full or by other mutual agreement.
3.3.1 All & Full Title, Ownership & Intellectual Property of early graphic design, rough cuts, raw footage, negative & positive images including digital images, early artwork, music shall constitute Deliverables and shall become the ownership of the client only if requested.
3.4. Risk in the Goods and any Deliverables shall pass to the client upon delivery.
PRICE AND PAYMENT
4.1 Unless otherwise agreed the price for the Goods and Services supplied under any Contract shall be that specified on the relevant instruction, follow up quotation, Purchase Order or other manner as issued by the relevant Genoa Black Duly Authorised individual.
4.2 The price specified, in the Order, instruction or otherwise determined as set out above or agreed in writing, is a fixed price and Genoa Black shall not be entitled to increase the price unless :- the client prevents Genoa Black from delivering by failure to provide information, fails to meet with Genoa Black where required to deliver in line with the order/instruction given or makes changes or any deviation to the original instruction. Where no fee has been agreed between the client and Genoa Black, Genoa Blacks standard rates shall apply.
4.3 Payment shall be due 30 days following the end of the relevant month within which a valid invoice in respect of the Goods or Services is issued.
4.4 Where payment remains outstanding beyond 30 days, where a client has raised a concern
within a reasonable period, namely 10 working days of receipt of the work contained in the invoice, no interest shall be due by the client to Genoa Black.
4.5 Where payment remains outstanding beyond 60 days, where a client has not raised a concern within a reasonable period, namely 10 working days of receipt of the work contained in the invoice, interest shall be due by the client to Genoa Black Interest shall be 8% above RBS base rate applicable at the time.
4.5 Where payment remains outstanding beyond 90 days, where a client has not raised a concern within a reasonable period, namely 10 working days of receipt of the work contained in the invoice, interest shall be due by the client to Genoa Black Interest shall be 8% above RBS base rate applicable at the time. A further charge of £100 per day (work week) shall be added to the invoice for each day beyond 90- days that the invoice remains unpaid. The client shall also be liable for any and all costs incurred by Genoa Black in the process to recover the fee due.
4.6 Genoa Black shall retain title and all Intellectual Property for all work delivered to the client until all fees have been paid in full or a mutually agreed settlement has been reached.
INTELLECTUAL PROPERTY
5.1 In respect of any foreground or background IP & all goods, services or work that that is developed by Genoa Black within the Purchase Order & as part of the Services ordered, including without limitation to graphic design, artwork, artwork files, ideas pertinent to the order, shall remain the property of Genoa Black until all invoices have been settled in full or other settlement reached to the sole satisfaction of Genoa Black.
5.2 No background IP belonging to Genoa Black shall be transferred to the client at any time.
5.3 All Genoa Black Materials are the exclusive property of Genoa Black.
5.4 This clause shall survive termination of the Contract.
NOTICES
Any notification hereunder shall be in writing (including email) and where given by either party shall be ideally but not limited to first class registered or recorded delivery to each parties address given in the Order, shall be deemed to have been received by Genoa Black at the expiration of two days from posting in the case of inland and five days from posting in the case of overseas letters.
6.1 Where a client has entered into a retained fee agreement with Genoa Black for a set period of time, the client can only cancel this by giving three months written notice (email will suffice). As the nature of a retained relationship is to secure the availability and services of Genoa Black for a specific and guaranteed period or other such measurable volume, this certainty of work load requires that Genoa Black maintain capacity in its team and their working week and months to allow the delivery of the actual and anticipated client work and instructions. Where a client cancels a retained relationship and where a retained fee has been agreed at a rate below the Genoa Black standard rate card, applicable at the time, the client is at the sole
discretion of Genoa Black liable to pay the difference between the retained fee agreement and the full Genoa Black rates for all invoices issued during the period of the retained relationship & up to the date the retained relationship ends.
CANCELLATION, SUSPENSION, DELAYED PAYMENT
7.1 The relevant Client Duly Authorised Representative may verbally or in writing to Genoa Black or suspend or postpone the work to be delivered. At that point the client will be liable for any costs and partial or full fees incurred and due to the point of alteration at the sole discretion of Genoa Black. The applicable retained fee be that monthly, weekly or other such fee as agreed will continue until the client issue a cancellation or the agreement comes to an end.
7.2 Without limiting its other rights or remedies, Genoa Black may terminate any and all contracts with immediate effect by giving written notice (email is sufficient) to the supplier or client if:
(a) the supplier or client commits a material or persistent breach of a Contract and (if such a breach is remediable) fails to remedy that breach within [10] days of receipt of notice in writing of the breach;
(b) the supplier or client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the supplier or client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the client with one or more other companies or the solvent reconstruction of the client.
7.3 Where the client instructs Genoa Black on any variation or new work within an ongoing instruction and in the absence of an agreed fee then the client will be liable to pay Genoa Black’s full rates.
CONSEQUENCES OF TERMINATION
8.1 On termination of any Contract for any reason & provided that all fees have been paid in full by the client to Genoa Black
(a) Genoa Black shall immediately deliver to the client all Goods that have been paid for but not yet delivered, provided all invoices have been settled in full) and where Services are terminated, all Deliverables, whether or not then complete, and return all client Materials
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the
right for Genoa Black to claim damages in respect of any breach of any Contract by the client which existed at or before the date of termination;
(c) clauses which expressly or by implication have effect after their termination shall continue in full force.
9 CONFIDENTIALITY
Genoa Black shall keep in strict confidence all technical or commercial information, know-how, specifications, inventions, processes or initiatives which are of a confidential or commercially sensitive nature and have been disclosed to Genoa Black by or on behalf of the client or its agents and any other confidential information concerning the clients Company’s business or its prices or products which Genoa Black may obtain and Genoa Black shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purposes of discharging Genoa Black ‘s obligations to the client and shall ensure that such employees, agents or sub-contractors are subject to the same obligations of confidentiality as bind Genoa Black . For the avoidance of doubt, this clause shall survive termination of the Contract.
10 GOVERNING LAW
Each Contract shall be subject to Scots law and the parties hereby irrevocably submit to the exclusive jurisdiction of Scottish Courts.
11 OTHER RIGHTS, REMEDIES & DAMAGES
Nothing in these Terms shall prejudice any condition or warranty, express or implied, or any right or remedy to which Genoa Black is entitled in relation to the Advice, Goods, Deliverables and Services by virtue of statute, common law or other.
The client will be required to pay to Genoa Black all Costs & Damages incurred, including the costs to re do the work, re supply the services and or re order supply of goods from another party, if the client is in breach of this contract and this breach cannot be remedied to the satisfaction of Genoa Black.
The client will be liable to repay to Genoa Black the cost of all damages incurred by Genoa Black without limitation & including the full costs of legal action including cost & solicitors costs incurred by Genoa Black to enforce this contract if the client fails to deliver information or meet Genoa Black to allow Genoa Black to perform and deliver the order or instruction as expected by the client.
Created by Alan Kinloch, Owner & Partner Genoa Black Ventures LLP and Genoa Black London LLP, Jan 2019 and updated in January 2022.
Supplier Terms & Conditions
DEFINITIONS In these Terms (unless context requires otherwise):
1.1 “Contract” shall mean an Order or Purchase Order issued by Genoa Black (Genoa Black Ltd, Genoa Black Ventures LLP or Genoa Black) to a Supplier for the supply of goods, services or work.
1.2 “Deliverables” shall mean all documents, products , rough edits, raw forage, raw images, early artwork and materials developed by the Supplier or any sub agent appointed by the supplier, contractor or employee of the suppler as part of or in relation to the Services as detailed in the purchase order & in any form or media.
1.3 “Duly Authorised Representative” shall mean the relevant Marketing Manager, Marketing Executive, Company Director, Partner or company Owner within Genoa Black Ventures LLP & Genoa Black London LLP
1.4 “Goods” shall mean the goods, services, & Intellectual Property (or any part of them) as set out in the Purchase Order.
1.5 “Genoa Black Ventures LLP & Genoa Black London LLP Materials” shall mean all materials, equipment, tools, drawings, specifications, computer programmes, information and data, on whatever media, supplied by any Genoa Black Ventures LLP & Genoa Black London LLP to the Supplier.
1.6 “Losses” shall mean all costs (including legal costs and costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and loss of opportunity to deploy resources elsewhere), damages, claims, demands, proceedings and judgments.
1.7 “Order” means an order (be that a Purchase Order or other order) placed by a Duly Authorised Representative on behalf of Genoa Black Ventures LLP & Genoa Black London LLP for Goods or Services.
1.8 “Services” shall mean the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Order.
1.9 Genoa Black means; Genoa Black Ltd, Genoa Black Ventures & Genoa Black.
CONSTRUCTION OF CONTRACT
2.1 Where a Purchase Order is issued by Genoa Black that Purchase Order referencing these Terms & Conditions will constitute a binding and enforceable contract between the Supplier and Genoa Black. These Terms & Conditions are automatically deemed incorporated into each and every Purchase Order & Contract, subject to any permitted variation provided for under these Terms, and shall accordingly govern the same. Where there is any manifest inconsistency between the provisions of these Terms and any Order, the provisions of the Purchase Order will apply.
2.2 The terms of each Contract shall apply as between the parties in respect of the matters
described in the Order to the exclusion of all other terms (including any terms and conditions that the Supplier purports to apply). Any attempt by you (or on your behalf) as the Supplier to impose any other terms or conditions to the trading relationship with Genoa Black is hereby explicitly and expressly deemed automatically rejected in advance (and any such terms and conditions are likewise deemed rejected automatically in advance) and will be (and is) wholly ineffective and non-binding upon each and every Genoa Black Company. No terms other than these Terms are or will be acceptable to Genoa Black, save as expressly agreed and physically signed in writing by a Duly Authorised Representative agreeing to a variation to these Terms in accordance with these Terms prior to work commencing.
2.3 These Terms are automatically deemed accepted by you as the Supplier upon the earlier of
(i) the Supplier accepting a Purchase Order issued by Genoa Black such Purchase Order referring the supplier to these Terms & Conditions and that they are bound by them, thus assuming the Supplier has read this document (terms & Conditions Dated Dec 2014, or as updated from time to time) and that the supplier has 5 working days to respond with any variation from issue of the Purchase Order.
(ii) the Supplier supplying any Goods, services
(iii) the supplier commencing with the supply of Goods, Services or work for Genoa Black.
(iv) the issuing of an invoice (in full or part) by the supplier for payment of goods, work or services
(v) the passing of 5 working days from issue of the purchase order & prior to work commencing.
Save as expressly agreed and physically signed in writing by a Duly Authorised Representative, these Terms will apply to your entire relationship and all dealings with any Genoa Black Ventures LLP & Genoa Black London LLP Company. There is no need for any Genoa Black Ventures LLP & Genoa Black London LLP to issue you with duplicate copies of these Terms when each Contract is entered into and there is no obligation on any Genoa Black Ventures LLP & Genoa Black London LLP to do so. Failure to provide a copy of these Terms with each Contract shall not in any way prejudice the fact that these Terms shall govern each Contract as provided for herein.
DELIVERY
3.1 The time of delivery and performance is of the essence of the Contract and delivery shall be strictly in accordance with the Order. The relevant Genoa Black representative may reject any Goods or Services not delivered or provided on or before the delivery date specified in the Order without prejudice to its rights against the Supplier, whether for breach of contract or otherwise.
3.1.1 Where a supplier delivers the goods, services or work late, Genoa Black has the option to accept the goods but the full fee due to the suppler may at the sole discretion of Genoa Black be adjusted downs wards to reflect loss or damage suffered by genoa Black or its client.
3.2 Unless otherwise agreed delivery shall be made at the Delivery Address specified in the Order or if none is specified, at the relevant Genoa Black Company’s premises or Client Address and all packing and transport costs shall be for the account of the Supplier.
3.3. All & Full Title, Ownership & Intellectual Property created in course of the delivery of the Services, Goods or work and any Deliverables shall pass to Genoa Black when the suppler accepts the Purchase order or begins work, whichever first occurs.
3.3.1 All & Full Title, Ownership & Intellectual Property of early graphic design, rough cuts, raw footage, negative & positive images including digital images, early artwork, music shall constitute Deliverables and shall become the ownership of Genoa Black if requested.
3.4. Risk in the Goods and any Deliverables shall pass to Genoa Black upon delivery.
3.5 Any partial delivery or performance shall be deemed a failure by the Supplier to deliver or perform in accordance with the Contract unless expressly agreed in advance and in writing with Genoa Black.
PRICE AND PAYMENT
4.1 Unless otherwise agreed the price for the Goods and Services supplied under any Contract shall be that specified on the relevant Purchase Order issued by the relevant Genoa Black Duly Authorised.
4.2 The price specified, in the Order or otherwise determined as set out above or agreed in writing, is a fixed price and the Supplier shall not be entitled to increase the price for any reason whatsoever.
4.3 Payment shall be due 30 days following the end of the relevant month within which a valid invoice in respect of the Goods or Services is received providing is includes the relevant purchase order number.
WARRANTY AND QUALITY
5.1 The Supplier warrants, represents and undertakes that:
(a) any Goods supplied will on delivery be new and unused and free from defects either in material or workmanship and that they will be suitable for any purpose for which they are required and which shall have been made known by the relevant Genoa Black Duly Authorised Representative to the Supplier, of merchantable quality, that they will conform strictly to any specifications, drawings or patterns supplied by the relevant Genoa Black Ventures LLP & Genoa Black London LLP Duly Authorised Representative to the Supplier or in relation to which they were offered for sale, that they comply with the order and that they will conform strictly to any sample which may have been submitted by or to the relevant Genoa Black Ltd &/or Genoa Black Ventures LLP Duly Authorised Representative but without any defect which such sample may have:
(b) it shall perform the Services with all due skill and care and in accordance with the best practice in the field in which the Services are supplied and any officers, agents, employees, personnel or subcontractors which it uses to provide the Services shall be suitably skilled and experience and shall adhere to the same standards;
(c) the Services, Goods and Deliverables will conform with all descriptions and specifications set out in the Order and will be fit for any purpose expressly or impliedly made known to the Supplier by the relevant Genoa Black Ventures LLP & Genoa Black London LLP Company,;
(d) it shall provide all equipment, tools , vehicles and other such items as are required to perform the Contract at its own cost;
(e) it shall obtain and at all times maintain all necessary licences and consents in order to perform the Contract and comply with all applicable laws and regulations when performing the Contract;
(f) it shall observe all health and safety rules and regulations and any other security requirements that apply at any Genoa Black Ventures LLP & Genoa Black London LLP premises;
(g) it shall hold all Genoa Black Materials in safe custody at its own risk, maintain Genoa Black in good condition until returned to the relevant Genoa Black Duly Authorised Representative and not dispose of or use Genoa Black Materials other than in accordance with the Contract or such other written instructions or authorisation provided by Genoa Black;
(h) it shall not do or omit to do anything which may cause Genoa Black to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business and the Supplier acknowledges that Genoa Black may rely or act on the Services.
5.2 At any time prior to delivery of the Goods to the relevant Genoa Black, the Duly Authorised Representative shall have the right to inspect, view & test the Goods, Services or Deliverables at all times.
5.3 If the results of such inspection or testing cause the relevant Genoa Black Duly Authorised Representative to be of the opinion that the Goods or Deliverables do not conform or are unlikely to conform with the Order, the Contract or to any specifications and/or patterns supplied or advised by the relevant Genoa Black Duly Authorised Representative to the Supplier, the relevant Genoa Black Duly Authorised Representative shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity and in addition the relevant Genoa Black Duly Authorised Representative shall have the right to require and witness further testing and inspection.
5.4 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for all aspects of the quality of the Goods or Deliverables and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under any Contract.
5.5 If any of the Goods or Deliverables fail to comply with the provisions set out in this clause 5 the relevant Genoa Black Ventures LLP & Genoa Black London LLP Duly Authorised Representative shall be entitled to withdraw from the order at no cost to Genoa Black Ventures LLP & Genoa Black London LLP and avail themselves of any one or more remedies listed in clause 12.
INDEMNITY
6.1 The Supplier shall keep
Genoa Black indemnified at all times and in full against all Losses awarded against or incurred or paid by Genoa Black as a result of or in connection with:
(a) any claim made against Genoa Black by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods or Deliverables, to the extent that the defect in the Goods or Deliverables is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against any Genoa Black by a third party arising out of, or in connection with, the supply of the Goods or Deliverables or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; or
(c) any claim made against Genoa Black for actual or alleged infringement of a third party’s intellectual property rights or other rights arising out of, or in connection with, the manufacture, supply or use of the Goods or Deliverables, or receipt, use or supply of the Services.
6.2 For the duration of the Contract and for a period of six years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with each Contract and shall, on the Group’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
6.3 This clause 6 shall survive termination of the Contract
GROUP’S GOODS AND MATERIALS
7.1 All Genoa Black Materials supplied by or on behalf of Genoa Black, are and shall remain the property of Genoa Black, and shall not be copied, or used in any way whatsoever except in connection with supply of Goods, Deliverables and Services pursuant to this Contract. If any are damaged or destroyed while in the Supplier’s possession or control the Supplier shall on demand pay to Genoa Black company the cost to Genoa Black of repairing or at Genoa Black’s option, replacing them.
7.2 The Supplier must check all Genoa Black Materials supplied to it by or on behalf of the relevant Genoa Black and notify the relevant Genoa Black in writing of any defects or discrepancies forthwith.
7.3 Title to and all rights (including copyright, artwork files and any & ALL other intellectual property rights) in any additions to Genoa Black Materials supplied by or on behalf of the relevant Genoa Black shall, in so far as the relevant Genoa Black shall not be entitled thereto by operation of law, forthwith vest in and are hereby assigned to Genoa Black.
7.4 The Supplier shall not be entitled to any IP on any work done under the Contract or otherwise.
7.5 The relevant Genoa Black company shall be entitled to enter the Supplier’s premises and remove all Goods, Deliverables, materials, documents, data and computer programmes to which the relevant Genoa Black Ventures LLP & Genoa Black London LLP company is entitled.
7.6 The Supplier will redeliver such Genoa Black Materials including any copies, extracts and abstracts thereof to the relevant Genoa Black company in good and serviceable condition.
7.7 This clause 7 shall survive termination of the Contract.
INTELLECTUAL PROPERTY
8.1 In respect of any & all goods, services or work that that is stipulated by Genoa Black within the Purchase Order & as part of the Services ordered, including without limitation to graphic design, artwork, artwork files, ideas pertinent to the order, including if required by Genoa Black all & any rough edits, raw forage, raw images, early artwork, negative & positive photography images, music and materials developed by the Supplier or any sub agent appointed by the supplier, contractor or employee of the suppler as part of or in relation to the Services as detailed in the purchase order & in any form or media, the Supplier warrants, represents and undertakes that full clear and unencumbered title to all such items will be owned by Genoa Black upon acceptance of the Purchase Order by the supplier and at the date of delivery of such items to Genoa Black, it transfer without delay full unrestricted rights of ownership and intellectual property to Genoa Black..
8.2 The Supplier hereby assigns to Genoa Black, with full title guarantee and free from all third party rights, all intellectual property rights in the products and production of the Services, Goods
Or Work, including, but not limited to all:-art work, artwork files, ideas pertinent, raw footage, negative and positive photographs to the order and any and all other IP associated with the order.
8.3 The Supplier shall obtain waivers of all moral and IP rights in the production and supply of the Services, which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction which may come into force in both Scots Law & English Law.
8.4 The Supplier shall, promptly at the relevant Genoa Black’s request, do (or procure to be done) all such further acts and things and execute all such other documentation as Genoa Black may from time to time require for the purpose of securing for Genoa Black Duly Authorised Representative the full benefit of any Contract, including all right, title and interest in and to the intellectual property rights assigned to Genoa Black in accordance with clause 8.2.
8.5 All Genoa Black Materials are the exclusive property of Genoa Black.
8.6 This clause 8 shall survive termination of the Contract.
NOTICES
Any notification hereunder shall be in writing (including email) and where given by Genoa Black shall be ideally but not limited to first class registered or recorded delivery to the Supplier’s address given in the Order, shall be deemed to have been received by the Supplier at the expiration of two days from posting in the case of inland and five days from posting in the case of overseas letters.
CANCELLATION, SUSPENSION, DELAYED PAYMENT AND TERMINATION
10.1 The relevant Genoa Black Duly Authorised Representative may by notice in writing to the Supplier cancel or vary any Contract formed pursuant hereto and or suspend or postpone the manufacture and delivery of the Goods or any part thereof and all costs necessarily incurred by the Supplier as a result thereof which cannot be mitigated by the Supplier using its best endeavours to do so shall be borne by the relevant Genoa Black. The date of delivery shall, if necessary, be extended to such later date(s) as shall be reasonable having regard to the period of such suspension or postponement or nature of the variation.
10.2 Without limiting its other rights or remedies, Genoa Black may terminate any and all Contracts with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material or persistent breach of a Contract and (if such a breach is remediable) fails to remedy that breach within [28] days of receipt of notice in writing of the breach;
(b) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling
any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(e) a creditor or encumbrance of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within seven days;
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);
(g) a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-clauses 10.2(b) to clause 10.2(g) (inclusive);
(i) the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
(j) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.3 Without limiting its other rights or remedies, the relevant Genoa Black Ventures LLP & Genoa Black London LLP may terminate any Contract:
(a) in respect of the supply of Services, by giving the Supplier 14 day’s written notice; and
(b) in respect of the supply of Goods, with immediate effect by giving written notice to the Supplier, in which case the relevant Genoa Black Duly Authorised Representative shall pay the Supplier fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
10.4 Without limiting its other rights or remedies, Genoa Black may delay or phase payment of any and all Supplier Contracts with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material or persistent breach of a Contract and (if such a breach is remediable) fails to remedy that breach within [28] days of receipt of notice in writing of the breach;
(b) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection
with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(e) a creditor or encumbrance of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within seven days;
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);
(g) a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-clauses 10.2(b) to clause 10.2(g) (inclusive);
(i) the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
(j) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
(k) there is an event be that;- but not limited to force majeure, terrorist, act of god, economic recession, economic depression, plague, tempest or other such; that so drastically affects the company and or the economy and/or the companies clients, to such a degree that may cause economic hardship to the company and any of its clients. In such instances the company shall have the remedy and right to delay payment until such time as the board of the company, at their sole discretion, consider the event to have passed , or phase pay at a reduced percentage the amount owed over a period of weeks or months at the sole discretion of the board of the company.
10.5 In any of the circumstances in these Terms in which the relevant Genoa Black Ventures LLP & Genoa Black London LLP company may terminate a Contract, where both Goods and Services are supplied, the relevant Genoa Black Duly Authorised Representative may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
CONSEQUENCES OF TERMINATION
11.1 On termination of any Contract for any reason:
(a) the Supplier shall immediately deliver to Genoa Black all Goods that have been paid for but not yet delivered and where Services are terminated, all Deliverables, whether or not then complete, and return all Genoa Black Materials. If the Supplier fails to do so, then Genoa Black may, without limiting its other rights or remedies enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the relevant Contract;
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of any Contract which existed at or before the date of termination;
(c) clauses which expressly or by implication have effect after their termination shall continue in full force.
REMEDIES
12.1 If the Supplier fails to deliver the Goods or Deliverables and/or perform the Services by the applicable date(s) specified in the relevant Order, Genoa Black shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate any or all Contracts with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods or Deliverables which the Supplier attempts to make; (c) to recover from the Supplier any costs incurred by Genoa Black in excess of what would have been paid to the Supplier in obtaining substitute Goods or Deliverables and/or Services from a third party;
(d) where Genoa Black company has paid in advance for Services that have not been provided by the Supplier and/or Goods or Deliverables which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and
(e) to claim damages for any additional Losses incurred by Genoa Black which are in any way attributable to the Supplier’s failure to meet such dates.
12.2 If the Supplier has delivered Goods or Deliverables that do not comply with the Contract, without limiting its other rights or remedies, Genoa Black shall have one or more of the following rights, whether or not it has accepted the Goods or Deliverables:
(a) to reject the Goods or Deliverables (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
(b) to terminate any or all Contracts with immediate effect by giving written notice to the Supplier;
(c) to require the Supplier to repair or replace the rejected Goods or Deliverables, or to provide a full refund of the price of the rejected Goods or applicable Services (if paid);
(d) to refuse to accept any subsequent delivery of the Goods or Deliverables which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by the relevant Genoa Black in obtaining substitute goods from a third party in excess of what would have been paid to the Supplier; and
(f) to claim damages for any additional Losses incurred by the relevant Genoa Black company arising from the Supplier’s failure to supply Goods or Deliverables in accordance with the Contract.
12.3 These Terms shall extend to any substituted or remedial Services and/or repaired or replacement Goods or Deliverables supplied by the Supplier and are in addition to (and do not in any way prejudice) any other rights or remedies any Genoa Black company may have available to it at law, in equity or otherwise.
13 CONFIDENTIALITY
The Supplier shall keep in strict confidence all technical or commercial information, know-how, specifications, inventions, processes or initiatives which are of a confidential or commercially sensitive nature and have been disclosed to the Supplier by or on behalf of Genoa Black or its agents and any other confidential information concerning Genoa Black Company’s business or its prices or products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purposes of discharging the Supplier’s obligations to Genoa Black and shall ensure that such employees, agents or sub-contractors are subject to the same obligations of confidentiality as bind
the Supplier. For the avoidance of doubt, this clause 13 shall survive termination of the Contract.
14 NO PARTNERSHIP
The Supplier and Genoa Black Ventures LLP & Genoa Black London LLP are independent contractors with respect to each other and nothing in any Contract shall create an association, partnership, joint venture or agency relationship between them.
15 ASSIGNMENT & SUB CONTRACTING
The Supplier shall not assign or sub contract or otherwise make over any of its rights without the prior written permission of the Group.
16 WAIVER
The failure or neglect of The Company to enforce at any time any of the provisions of any Contract formed pursuant hereto shall not be construed nor shall be deemed to be a waiver of the Company’s rights under any Contract nor in any way shall such a failure or neglect effect the validity of the whole or any part of any Contract nor prejudice the Company’s right to take subsequent action.
17 SEVERANCE
If any provision in these Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision, to the extent required, shall be deemed not to form part of these Terms, and the validity and enforceability of the other provisions of these Terms shall not be affected.
18 GOVERNING LAW
Each Contract shall be subject to Scots law and the parties hereby irrevocably submit to the exclusive jurisdiction of Scottish Courts.
19 OTHER RIGHTS, REMEDIES & DAMAGES
Nothing in these Terms shall prejudice any condition or warranty, express or implied, or any right or remedy to which Genoa Black is entitled in relation to the Goods, Deliverables and Services by virtue of statute, common law or other.
The Supplier will be required to pay to Genoa Black all Costs & Damages incurred, including the costs to re do the work, re supply the services and or re order supply of goods from another party, if the suppler is in breach of this contract and this breach cannot be remedied to the satisfaction of Genoa Black.
The Supplier will be liable to repay to Genoa Black the cost of all damages incurred by Genoa Black and its client without limitation & including the full costs of legal action including cost & solicitors costs incurred by Genoa Black to enforce this contract if the Supplier fails to deliver the Goods or Deliverables and/or perform the Services by the applicable date(s) specified in the relevant Purchase Order or the Supplier breached the terms of this contract in any way
Created by Alan Kinloch, Owner & Partner Genoa Black Ventures LLP and Genoa Black London LLP, Jan 2019 & updated Jan 2022.