Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” in this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, e orts, employees,
financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third-party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third-party by, or with the authorisation of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

Relationship of the Parties: This Agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, the Contractor shall be fully responsible for and in respect of the Contractor’s income tax and National Insurance and social security contributions or that of its employees or consultants and any other liability payroll or payroll tax assessment or claim arising from or made in connection with the performance by the Contractor of its obligations hereunder. In addition to the foregoing, this Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided herein. For the avoidance of doubt, Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services; and Contractor has the sole right to control and direct the means, manner and method by which the Services in this Agreement are performed.

INTELLECTUAL PROPERTY

Copyright: Any and all work created as a result of Contractor’s Services is considered a work for hire and are expressly assigned to and owned by Client upon full and final payment. Contractor retains the right to use final products as samples of services for marketing or Contractor’s other business development needs.

Client guarantees it owns all intellectual property it provides to Contractor, such as text, images, artwork and designs, or Client guarantees it has permission to use any intellectual property it provides to Contractor. Client agrees to indemnify and hold harmless Contractor, and its subcontractors and assignees, from any intellectual property infringement claims regarding any and all materials Client provides to Contractor.

Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.

Client Responsibilities: Client agrees that the accuracy of information supplied to Contractor is the sole responsibility of Client, and that Contractor is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information provided by Client. Client assumes full responsibility for final deliverable(s) provided, final proofing and accuracy. Marketing and copywriting are a subjective service and Contractor is a provider with a unique vision, with an ever-evolving style and technique. Contractor will use his/her personal judgment to create favourable results for Client, which may not include strict adherence to Client’s suggestions.

CANCELLATIONS OR RESCHEDULING

Refunds are not accepted once the once payment has been made. Cancellation to the retainer contract is not accepted once contracts are signed.

EXTENSIONS & TERMINATION

You must give 4 weeks' notice if you wish to extend your retainer contract or the contract will automatically terminate at the end date given. I will also give 2 weeks' notice if I can no longer offer my services to you at the end of your contract.

Termination can not happen before the contract's end date.
Dissatisfaction with the Contractor’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

GENERAL PROVISIONS

Governing Law: The English law govern all matters arising under or relating to this Agreement, including torts.

Notice: Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is sent:

Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Merger: This Agreement constitutes the final, exclusive agreement between the Parties on the matters contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendments: The Parties may amend this Agreement only by the Parties’ written agreement with proper Notice.

Assignment: Neither Party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided in this Agreement.

Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.

CONTACT US

The Fashion Design Studio

Cheltenham, GL513HA

United Kingdom

Email Address: natasha@topazandcodesign.com