Our Client and Supplier Terms and Conditions are the rules by which we do business. Burrows is part of the WPP Group of companies and adheres to WPP ethical standards, which can be found in the WPP Corporate Social Responsibility report on the WPP.com website.
Download Burrows general terms and conditions of sale (Supplier)
The following Terms and Conditions apply to the sale of all products and services provided by Allan Burrows Limited, hereafter referred to as Burrows.
All work is carried out by Burrows on the understanding that the Client has agreed to Burrows Terms and Conditions. Copyright is retained by Burrows (or assigned by agreement) on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled. If a choice of solutions is presented, only one solution is deemed to be given by Burrows as fulfilling the contract. All other solutions remain the property of Burrows, unless agreed in writing that this arrangement has been changed.
All prices excluded VAT at the current prevailing rate unless otherwise stated.
All estimates or quotations are valid for 30 days.
It is the Client’s responsibility to check and ensure that any work produced is lawful and does not infringe any copyright or any other laws in the UK or country where the work will be distributed. Back To Top
Burrows will prepare a written brief in response to either written or verbal input from the Client. The Client is required to sign and return a copy of the brief confirming the scope of work for the project. Completion of the project will be judged against the content of the agreed brief.
Burrows will prepare a written estimate or quotation in response to the agreed brief and provide it to the Client for approval. The estimate refers the Client to these Terms and Conditions which can also be read on the Burrows website at www.burrows.info
A copy of the written estimate or quotation is to be signed and dated by the Client to indicate acceptance and should be returned to Burrows. Alternatively, the Client may send an official order in reply to the estimate or quotation which binds the Client to accept Burrows' Terms and Conditions.
No work on a project will commence until either document has been received by Burrows.
On project acceptance Burrows can supply an estimated completion date. Whilst every effort will be made to meet this date Burrows give no guarantee that this date will be met due to external factors. Back To Top
Burrows charges fall into three categories:
1. Burrows Fees/Consumables Burrows Fees cover provision of services from any Burrows employee. Fees are calculated on the basis of hours booked multiplied by an agreed hourly rate for each resource, as shown in the agreed rate card. Fees will be billed up to the level detailed in the estimate or quotation. Burrows reserve the right to re-allocate funds to different resources provided that the fees do not exceed the level detailed in the estimate or quotation.
Burrows will charge for consumables at costs as detailed in the agreed rate card.
2. Commission/Mark-Up
Burrows will charge a commission/mark-up on all bought in goods and services at a rate agreed prior to commencement of the project. In the absence of any other agreement a rate of 10% will be charged.
3. External Costs
Burrows will charge for all bought in goods and services related to projects undertaken for Clients. Burrows will only incur and invoice external costs covered by an approved estimate or quotation. All invoices from external suppliers will be supported by documented proof of expense.
Charges for design services to be provided by Burrows, will be set out in the written estimate or quotation that is provided to the Client. On receipt of the Client's signed acceptance of this estimate or quotation, indicating acceptance of the Terms and Conditions, the Client agrees to pay all incurred fees, commissions and external costs up to the sum identified in the estimate or quotation. Back To Top
Burrows may undertake interim invoicing throughout the duration of projects. Burrows will only invoice for fees, commission and external costs completed at the date of invoice.
For final invoicing, a final invoice will be raised and issued to the Client.
Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 4% over bank base rate per month, of the outstanding amount.
Payments may be made by cash, cheque, or BACS. Payment is preferred in Pounds Sterling, Euros or US Dollars.
Publication and/or release of any work undertaken by Burrows on behalf of the Client, may not take place before cleared funds have been received or without written consent from Burrows.
Returned cheques will incur an additional fee of £50 per returned cheque. Burrows reserves the right to consider an account to be in default in the event of a returned cheque. Back To Top
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. Burrows shall be considered entitled to remove Burrows' and/or the Client's material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
Removal of such materials does not relieve the Client of its obligation to pay the due amount. Clients whose accounts become default agree to pay Burrows reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions. Back To Top
By supplying text, images and other data to Burrows for inclusion in print, website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by Burrows on behalf of the Client, will remain the property of Burrows and/or its suppliers.
The Client may request in writing from Burrows, the necessary permission to use materials (for which Burrows holds the copyright) in forms other than for which it was originally supplied, and Burrows may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.
By supplying images, text, or any other data to Burrows, the Client grants Burrows permission to use this material freely in the pursuit of the design.
Should Burrows, or the Client supply an image, text, audio clip or any other file for use in print, website or other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow Burrows to remove and/or replace the asset.
The Client agrees to fully indemnify and hold Burrows free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions. Back To Top
The Client agrees that changes required over and above the estimated work or required to be carried out after approval of creative work will be liable to a separate charge.
Any significant changes to the Brief will result in a re-write of the original brief and review of the estimate or quotation. The brief and estimate will follow the same approval process as detailed above.
The Client also agrees that Burrows holds no responsibility for any amendments made by any third party, before or after a design is published. Back To Top
No party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party's reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party's financial condition or negligence). Back To Top
Burrows web/online terms and conditions
The following supplementary Terms and Conditions apply to all web site development and hosting services offered by Burrows, in addition to the general Terms and Conditions detailed above.
A Client’s site will be hosted once approval of the design and content is given however 'we' reserve the right to remove the site at any time until the invoice is paid in full.
When a quote has been accepted and a developed project approved by the Client the invoice must be paid within 30 days regardless of the amount of content that the Client still has to provide to Burrows.
Content or features listed in the original quote but not provided during the development phase by the Client will be added at any time in the future, however invoices must be paid in full including sections which the Client still has to provide content for.
All material, both text and images, supplied by the Client and used in the construction of the Client's web site, will remain the Client's property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws.
The copyright for all material provided by Burrows, such as source code, graphics, photographs video, animation and text, will remain the property of Burrows and/or its suppliers.
The Client may request in writing from Burrows, the necessary permission to use materials (for which Burrows holds the copyright) in forms other than for which it was originally supplied, and Burrows may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid source code, graphics, photographs video, animation and text, or other data to be used.
Burrows produce projects where every effort is made to display the pages acceptably on most popular browsers currently available, however we cannot accept responsibility for pages which don’t display properly on versions of browsers released after the project is completed.
The Client is ultimately responsible for checking the correctness of the site on the Burrows development server before they give Burrows approval to make the site publicly available.
When a Client agrees that a site can be made publicly available they are agreeing that the design and development of the site has satisfied all their requirements and that the project is completed and ready for final invoicing. Back To Top
These are the entire Terms and Conditions which will apply to the Purchase Order and acceptance by you of that Purchase Order is acceptance of these Terms and Conditions.
Any Terms and Conditions which are set out in your invoices or which differ from these Terms and Conditions shall not apply and any change to these Terms and Conditions will only be effective if they are set out in writing and signed by a duty officer for and on behalf of both parties.
1. Definitions
In these terms and conditions the following expressions shall have the following meanings:
Creative Work means any artwork, photographs, copy, software, computer programs, drawings, sketches, designs, film, sound recordings, musical works, sculptures or any other work or materials subject to copyright, design right, database right and any and all other intellectual property rights throughout the world.
Delivery Time and Date means the time and date specified in the Purchase Order as the time by which and the date on or by which the work and/or services shall have been completed and/or delivered or provided to us.
Purchase Order means the completed written order submitted to you by us.
Price means the sum which we have agreed with you is payable for the work and/or services specified in the Purchase Order exclusive of any Value Added Tax payable the're on.
Services means those services to be provided by and completed by you as specified in the Purchase Order.
V.A.T. means Value Added Tax (or such similar sales tax as may be used to replace that tax) at the rate current at the tax point and date shown on the relevant invoice.
We, Us and Our shall, as the context requires, refer to Allan Burrows Ltd.
Work means the goods or creative works to be supplied to us by you, as set out in the Purchase Order.
You and Your means the person, firm or company identified as the recipient of the Purchase Order.
2. The Work or Services
In consideration of the payment identified in the Purchase Order you will provide us with the Work and/or Services which are summarised in the Purchase Order by the Delivery Time and Date specified in the Purchase Order.
All Works and/or Services shall be of a high industry standard, shall conform with our requirements or specifications and shall fully comply in all respects with any agreed samples.
You shall execute the Services to the best of your skill and ability by properly qualified and experienced persons, and to the highest professional standard within your industry.
You shall at all times keep us informed of progress of all matters relating to the provision of the Works and Services and will comply with all requests for information by us.
In carrying out your obligations under the Purchase Order, you shall abide by and ensure full compliance with all applicable legal and regulatory requirements and with all relevant codes of practice.
3. Delivery and Storage Pending Delivery
You shall provide the Works and Services in accordance with our timetable requirements as notified to you in the Purchase Order or otherwise from time to time. Time shall be of the essence in relation to the delivery of the Works and the performance of the Services.
If we have required delivery in batches or similar quantities each time in a Purchase Order for work, you will arrange for the deliveries to be made in those quantities and on the Delivery Time and Date specified for each relevant quantity or part of the Purchase Order.
Until delivery in accordance with the Purchase Order you will be responsible for and will bear the cost of the safe storage of the Work.
4. Approval and Rejection Rights
We reserve the right to reject and not pay for any Work which is of unsatisfactory quality or which is not completed in accordance with the Purchase Order or which is not delivered by the Delivery Time and Date.
We shall not be obliged to accept delivery of Works and/or the performance of the Services in respect of which a Purchase Order has not been issued by us.
5. Property and Risk
Property in the Work will pass to us upon delivery. You will be responsible for looking after and insuring the Work until you have delivered it to us. Risk only passes to us upon safe and complete delivery.
6. Conditions for Payment
It is essential that all consents, release, assignments or licences which may be required to enable you to provide the Services and/or to allow us to use and exploit the Work as fully as possible anywhere in the world have been obtained and granted to you (in writing where necessary). Your failure to obtain such grants, releases, or licences will mean that we will not pay you for the Work.
If the Price of the Work does not include certain costs, expenses or fees for which you intend to invoice us when you deliver the invoice for your Work you must first obtain our approval in writing before you incur any additional costs. If you want to be reimbursed for those costs you must send us full details of the items for which reimbursement is sought at the time you send us your invoice together with copies of all supporting documentation of invoices addressed to you in respect of the relevant costs or expenses.
7. Payment Terms
Unless it is otherwise agreed with you we will pay your invoice 60 days from the date we receive your invoice. All invoices should be submitted to our Accounts Payable department at the address shown on the face of the Purchase Order.
Where applicable V.A.T. and the relevant rate chargeable should be identified separately on the relevant invoice. In addition to other relevant back-up documentation, a copy of the relevant Purchase Order should be attached to the invoice.
8. Variations in Price
We will not accept any increase in the Price of the Works or Services to be provided to us under a Purchase Order. Unless otherwise stated on the Purchase Order, you warrant that the Price specified on the Purchase Order:
is exclusive of all taxes, fees, duties or charges which may be levied in respect of the Works and/or the Services;
includes all charges or costs associated with the packing, packaging, preparation for delivery and delivery of the Works to the Delivery Address;
shall be fixed and firm for the duration of the Purchase Order.
If the Purchase Order relates to the provision of Works or Services periodically, without the issue of a new Purchase Order, then any proposal to change the Price should be notified to us in writing not less than one calendar month before the date on which it is proposed that the increase in the relevant Price should take effect. We will have the option to cancel the Purchase Order if we are not prepared to accept the new Price and no new Price will be treated as accepted by us until an amendment to the Purchase Order, in writing, has been agreed to and signed by us.
9. Changes
You shall not make any changes to the Works and/or Services (whether to their quality, nature, quantity or otherwise) without our prior written approval. We may request you to change, reject, cancel or stop any or all plans, schedules or work in progress relating to the Works and/or Services and you will immediately take all possible steps to comply, provided that where applicable, you can do so within your own contractual obligations to sub-contractors. You shall use your best endeavours to incorporate an equivalent provision in your own contracts with sub-contractors insofar as they relate to the Purchase Order.
Where any Purchase Order is cancelled we will pay you, in lieu of the Price specified in the relevant Purchase Order for the relevant Works and/or Services, such of the direct non-cancellable costs as have been incurred by you (whether actually or by contractual commitment) in producing the Work or providing your Services before the date on which you receive notice of cancellation provided that the total amount of any cancellation costs shall not exceed the Price specified on the face of the Purchase Order, and provided such costs, charges and expenses had been prior approved by us.
You will use your best endeavours to minimise the cost we will incur following cancellation and to mitigate against any loss caused by the cancellation. If requested by us, you will deliver to us any and all of the Works and/or any materials produced in accordance with the Purchase Order unless we agree to the return of those Works or materials in order to reduce the cancellation costs.
We will not accept any cancellation fees or penalties and we will only be liable for the actual costs described above.
10. Overs/Unders
Where we specify a quantity of the Works to be supplied to us we will only pay for that quantity and any greater amount delivered to us will not be paid for. If the quantities of the Works delivered to us is an amount lesser to that specified in the Purchase Order we may either reject the amount delivered or accept it at a pro-rata reduced price.
11. Copyright
Where the Purchase Order involves Creative Work, you hereby assign to us (unless the Purchase Order specifies that a licence is to be granted to us in respect of the Creative Work) (by way of present assignment of future copyright, if applicable) with full title guarantee all copyright design right, database right and any and all other intellectual property rights in any and all media howsoever arising in any territory in the world in the Creative Work. You further agree to do all other things necessary to confirm the vesting of such rights, including the execution of any further deeds, assignments or documents as necessary.
In the event that the Purchase Order specifies that a licence is to be granted in respect of the Creative Work, you hereby grant us a licence to use the Creative Work in the media, territory and for the duration specified on the Purchase Order.
The Purchase Order is conditional upon you entering into such as assignment and/or licence and the Purchase Order will only become unconditional when you have formally assigned or licenced the copyright and all other intellectual property rights in the Creative Work either by executing an assignment deed or written licence in a form acceptable to us or by signing the transfer of copyright provisions or licence terms set out on the front of the Purchase Order and returning the original to us.
You and any third party whom you procure to provide all or part of the Works and or Services hereby and will waive any and all moral rights to you or they may have under any law and in particular you confirm that neither you nor they wish to be identified as author in respect of any of the Work and/or Services.
You warrant that you will procure that any subcontractor of yours will be bound by provisions to assignment and waiver or rights in respect of Works and/or Services identical to those set out above.
12. Warranties
Unless otherwise agreed in writing by both parties you shall at our option either refund in full or as soon as reasonably practicable repair or replace all Works or Services which become defective during a period of 12 months from the delivery or installation. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months from the date of delivery or installation.
You warrant and undertake to us that:
all Creative Work will be original work which has not wholly or substantially been copied from any other work; and
no Creative Work will infringe the rights of any third party and no third party has been or will be involved in the creation of the Creative Works; and
unless otherwise agreed by us you have not granted nor will you grant any rights in or to the Creative Works to any third party; and
you are the owner of all copyright and all other intellectual property rights in the Creative Works; and
you are a “qualifying person” for the purposes of the Copyright, Designs and Patents Act 1988; and
that you will use your best endeavours to assist us if requested to enable us to resist any action, claim or proceedings brought against us as a result of such breach.
You hereby agree to indemnify us against all and any loss, damages and costs sustained by us or any of our clients as a result of you being in breach of any of the above warranties and undertakings.
13. Indemnity
You shall indemnify and keep us, our agents, employees, officers, affiliates and assigns indemnified against any and all liability, claims, costs, expenses, damages or other losses incurred or suffered by us arising directly or indirectly from:
any act or omission in the performance of, or in connection with, any or all of undertakings, warranties and obligations undertaken by you pursuant to the Purchase Order, whether by reason of your negligence, your agents, employees, or sub-contractors or their agents or employees, or otherwise, including without limitation to the generality of the foregoing any liability arising as aforesaid from any injury to any person or persons but excluding any such liability, damage or loss arising directly or indirectly from negligence on the part of us; or
any infringement or alleged infringement of trade marks, trade names, patents, design rights, registered designs or copyright or of any other rights whatsoever of third parties by the purchase use or sale of the Works or Services by us, our servants, agents or customers of the Works or Services or any part thereof, or the packaging, appearance, or labelling (including without limitation, any passing-off or alleged passing-off of any of the Works as those of any third party), provided that you shall have no obligation to indemnify under this Clause if and to the extent that any relevant liability, damage, loss, cost or
expense incurred was only incurred because you performed the Services or delivered the Works strictly in accordance with designs, plans or specifications supplied by us to you.
14. Sub-Contracts and Third Parties
The Purchase Order shall not be assigned by you nor sub-contracted without our prior written consent.
You shall be responsible for all Services performed and Works supplied by such sub-contractors and shall not be relieved of any of your obligations to us under this Agreement.
You warrant that you will procure that your sub-contractor shall sign terms and conditions in the same form as these terms and conditions.
We confirm our understanding that a person who is not a party to this Agreement may not have the right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
15. Insolvency and Bankruptcy
If you become (or we reasonably believe that you might become) insolvent or bankrupt, make any arrangement with your creditors, are unable to pay your debts as and when they fall due, or being a company that has an administrative receiver or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction) we may, without prejudice to any other of our rights, terminate the Purchase Order forthwith by notice to you or any person in whom the Purchase Order may have become vested.
16. Confidentiality
You undertake to treat as confidential all information, including but not limited to operating methods, know-how, business or financial plans, information or details concerning us, the Works, Services of our clients which you have received or acquired from us. You agree not to disclose any confidential information to any third party or person except to those of your employees or sub-contractors who need to know that information to discharge their obligations to you and who themselves are bound by similar obligations of confidentiality.
If you engage any third party or sub-contractor to produce any part of the Work you will first obtain their written commitment to be bound by the terms as to confidentiality set out in these Terms and Conditions before you provide them with any information which may be deemed to be confidential.
These restrictions do not apply to information which you can prove was known to you before your relationship with us started or which, without your fault, become generally known to the public or which is otherwise acquired by you without the breach of any obligation of confidentiality by any third party.
You agree that any confidential information will be kept confidential throughout the time you have dealings with us and thereafter.
17. Reservation of Rights
If we ask you to produce any Work and/or Service in which any of our or our clients, intellectual property rights including but not limited to trade marks or logos is to be incorporated, you undertake not to use for any other purpose and upon completion of the project you will return to us all transparencies, slides, blocks, disks or any other item or media on which or by which the relevant intellectual property rights is/are reproduced.
You will fully indemnify us and hold us harmless against any unauthorised use or reproduction of any of our or our clients intellectual property rights.
18. Photographers
All necessary model and accessories releases must be furnished to us on or before completion of your Services. All model fees, stylist fees, hairdresser and make-up fees, prop costs, set costs (including fees for use of locale), wardrobe costs, travel and out of pocket expenses must be included in your invoice and supported by appropriate back-up. No subsequent invoice against this Purchase Order will be accepted.
19. Termination
If at any time you are failing to provide the Work or Services the subject of the relevant Purchase Order to our satisfaction within the time specified in the Purchase Order or in the time which we consider is reasonably required to ensure the proper progress of the order we may immediately terminate the agreement.
If your failure is one which is capable of remedy then, we will give you notice of the remedy required and the time within which that remedy should be completed to reinstate the Purchase Order.
If no remedy is possible we may treat you as in breach of the Purchase Order and we will be entitled to cancel the Purchase Order without notice. We may terminate this Agreement if you should break any of the terms or conditions of this Agreement.
20. Delay Due to Unforeseen Circumstances
In certain circumstances both you and we may face unavoidable delays due to unforeseen circumstances such as acts of God, flood, fire, explosion or other catastrophes; acts of a public enemy or of any person engaged in subversive activity or sabotage; governmental restrictions or activities and similar causes of events which are either beyond the control of or occur through no fault or negligence of either party.
Where any of these situations arise, the party affected by the situation will immediately notify the other party of the problem and the cause of that problem. If you are subject to any of these circumstances you will tell us whether and for how long it will interfere with the progress of the work and if so, when you may be able to complete that Work and/or Services. We may, at our discretion, decide to continue with the Purchase Order or we may cancel the Purchase Order and try to have the Work produced or Services provided elsewhere. If, due to these unforeseen circumstances, you are unable to provide us with the Work or any useful part of it, we will not be liable to you for any payment.
21. Waiver
No waiver of any breach of default of the provisions of this Agreement shall be effective unless that waiver is in writing and has been signed by the party against which it is asserted.
22. Severability
If any provision of these Terms and Conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions shall not be affected.
23. Governing Law
These Terms and Conditions shall be governed and construed in all respects by English Law and the English courts shall have exclusive jurisdiction in the event of any dispute.
