TNT MARKETING LTD – Terms & Conditions

Company: TNT MARKETING LTD

Registered office: 4th Floor, North Vale Mill, Bradford Road, Brighouse, West Yorkshire, HD6 4DJ

Email for notices: admin@tntmarketing.co.uk

Telephone: +44 (0)7938 633507

1. Introduction and application of terms

1.1 These Terms and Conditions (“Terms”) set out the basis on which TNT MARKETING LTD (“TNT”) provides services, deliverables, consultancy, creative output and related work to the customer (“Client”).

1.2 These Terms apply to every request, proposal, quotation, order, retainer or project accepted by TNT, whether provided verbally, electronically, or in writing, unless TNT expressly agrees otherwise in a signed document.

1.3 These Terms take precedence over any Client terms or conditions (for example, those attached to purchase orders, procurement portals, or framework agreements), which shall not apply unless TNT expressly agrees in writing.

1.4 By instructing TNT, signing a Proposal, or accepting any Deliverables, the Client confirms full acceptance of these Terms.

1.5 TNT reserves the right to amend these Terms from time to time. Any updates will apply to new Contracts after the effective date of amendment; existing Contracts will remain subject to the version in force at the time they were agreed.

2. Definitions and interpretation

For clarity and consistency, the following expressions shall have the meanings set out below:

“Brief”: the written scope of work agreed between TNT and the Client, or if no written document exists, TNT’s written confirmation of the Client’s instructions.

“Contract”: the legally binding agreement formed by these Terms, together with the relevant Proposal, Brief, quotation, or purchase order.

“Deliverables”: all outputs, creative materials, campaigns, designs, artwork, code, strategy documents, photography, video, and other items supplied by TNT in the course of providing Services.

“Fees”: TNT’s charges for Services, including retainers, day rates, fixed fees, milestone payments, expenses and third-party costs, exclusive of VAT unless otherwise stated.

“IP Rights”: all intellectual property rights, including copyright, trade marks, design rights, patents, database rights, know-how and all similar rights, whether registered or unregistered and anywhere in the world.

“Proposal”: TNT’s written description of Services, costs and timings, whether called a proposal, quotation, or statement of work.

“Retainer”: an ongoing arrangement for TNT to provide Services for a fixed fee, period, or number of hours per month.

“Services”: the work undertaken by TNT for the Client, whether creative, digital, consultancy, strategic, production, or related.

Headings are for convenience only and do not affect interpretation. Singular includes plural and vice versa. References to legislation include amendments and re-enactments.

3. TNT’s responsibilities and obligations

3.1 TNT will provide Services with reasonable skill, care and professionalism, consistent with good industry practice.

3.2 TNT will use reasonable endeavours to meet agreed timelines but cannot guarantee exact delivery dates where dependent on Client actions, third-party factors, or external approvals.

3.3 TNT will allocate appropriate personnel, subcontractors and suppliers to carry out the Services and may replace personnel at its discretion, provided the replacement is suitably skilled.

3.4 TNT will comply with applicable laws and regulations in providing the Services.

3.5 TNT does not provide legal, regulatory, medical, or compliance advice. The Client is responsible for ensuring Deliverables are lawful and suitable for the intended use.

4. Client’s responsibilities and warranties

4.1 The Client must provide TNT with clear instructions, accurate information, timely decisions, and all materials required to perform the Services.

4.2 The Client warrants it owns or has permission to use all assets supplied (logos, text, imagery, video, data, software, etc.) and that these do not infringe the rights of any third party.

4.3 The Client agrees to review proofs, drafts, and Deliverables promptly and provide approvals or amendments within agreed timeframes.

4.4 The Client will designate a representative with authority to approve work and give instructions.

4.5 The Client indemnifies TNT against all losses, damages and costs arising from (i) breaches of this clause; (ii) misrepresentation of rights in supplied materials; or (iii) failure to comply with relevant laws.

5. Fees, expenses, and third-party costs

5.1 Fees are as set out in the Proposal or, if none, at TNT’s standard rates in force at the time.

5.2 Fees exclude VAT, which will be charged at the prevailing rate.

5.3 Retainers are payable monthly in advance; unused hours do not roll over unless expressly agreed.

5.4 Project work may be invoiced in instalments (e.g. on signature, on milestones, and on completion).

5.5 TNT may charge the Client for expenses (travel, accommodation, couriers, storage, subsistence, etc.) at cost, plus administration fees.

5.6 TNT may incur third-party costs (printing, hosting, media, stock, freelancers, etc.) on the Client’s behalf. These may be invoiced in advance or recharged with handling fees.

5.7 TNT may retain supplier rebates, discounts, or commissions.

5.8 Estimates of third-party costs are indicative; actual charges may vary.

6. Invoicing and Payment

6.1 Invoices are payable within 14 calendar days of the invoice date unless otherwise agreed in writing.

6.2 Time for payment is of the essence.

6.3 Overdue invoices will accrue interest at 8% above the Bank of England base rate (Late Payment of Commercial Debts Act 1998), plus fixed recovery charges and reasonable collection costs.

6.4 TNT may suspend Services, withhold Deliverables, and terminate licences if invoices are overdue.

6.5 All payments must be made in cleared funds, free of deductions, set-off or counterclaims.

6.6 TNT may require advance or staged payments for high-value or long-term projects.

7. Approvals and acceptance

7.1 The Client’s written approval (including email confirmation) of proofs, designs, edits, or concepts is authority for TNT to proceed.

7.2 The Client must carefully check proofs and is responsible for errors not identified prior to approval.

7.3 TNT is not liable for typographical errors, misprints, or omissions approved by the Client or arising from Client delays.

7.4 Deliverables shall be deemed accepted on delivery unless the Client notifies TNT of defects within 5 working days.

8. Intellectual property

8.1 TNT retains ownership of all IP Rights in Deliverables until full payment of all Fees.

8.2 Upon full payment, TNT grants the Client a non-exclusive, non-transferable licence to use Deliverables only as described in the Brief or Proposal.

8.3 Any use outside the agreed scope (different media, territories, campaigns, or resale) requires TNT’s written consent and may incur additional fees or require an Extended Licence.

8.4 Deliverables may include third-party content licensed separately. The Client’s rights to such content are subject to the third-party licence terms.

8.5 The Client may not resell, sub-licence, adapt or modify Deliverables except as expressly permitted.

8.6 Where an assignment of IP is agreed in writing, it will not include TNT’s pre-existing tools, methods, or background IP, and takes effect only on full payment.

8.7 TNT may showcase Deliverables for portfolio, awards, and marketing purposes.

9. Confidentiality and data

9.1 Each party shall keep confidential all non-public information obtained from the other and use it only to perform the Contract.

9.2 This duty does not apply to information that is already public, lawfully obtained elsewhere, or required to be disclosed by law.

9.3 Where TNT processes personal data on the Client’s behalf, the parties will enter into a data processing agreement.

9.4 TNT shall take appropriate technical and organisational measures to protect personal data, but the Client remains data controller for all Client data.

10. Warranties and Exclusions

10.1 TNT warrants it will provide the Services with reasonable skill and care.

10.2 TNT does not warrant that Deliverables will be error-free, uninterrupted, achieve specific outcomes, or be suitable for every purpose.

10.3 Except as expressly set out, all warranties and conditions implied by law are excluded to the fullest extent permitted.

10.4 The Client acknowledges that creative and marketing outcomes are inherently subjective and dependent on many factors outside TNT’s control.

11. Liability and Limits

11.1 TNT does not exclude liability for death or personal injury caused by negligence, fraud, or other liability which cannot be excluded by law.

11.2 Subject to 11.1, TNT is not liable for:
(a) loss of profits, revenue, goodwill, anticipated savings, or opportunities;

(b) indirect, consequential, or punitive damages;

(c) delays, errors, or omissions caused by Client actions or third parties.

11.3 TNT’s total liability in contract, tort or otherwise shall not exceed the total Fees paid by the Client in the 12 months before the claim.

12. Termination and Suspension

12.1 Either party may terminate the Contract immediately by written notice if the other:

• Fails to pay invoices within 7 days of demand;
• commits a material breach and fails to remedy within 30 days;
• becomes insolvent, bankrupt, or enters administration.

12.2 TNT may suspend Services for non-payment or breach.

12.3 On termination, all sums become immediately due, licences cease, and each party must return or destroy the other’s confidential information.

12.4 Termination does not affect accrued rights or obligations.

13. Force majeure

TNT is not liable for failure or delay caused by events beyond its reasonable control, including fire, flood, storms, strikes, supplier failure, IT outages, pandemics, war, terrorism, or government action. Deadlines are extended accordingly.

14. Subcontracting and Assignment

14.1 TNT may subcontract or delegate performance of Services but remains responsible for delivery.

14.2 TNT may assign rights or obligations as part of a corporate reorganisation.

14.3 The Client may not assign the Contract without TNT’s prior written consent.

15. Notices

15.1 Notices must be in writing and sent by hand, recorded delivery, or email to the addresses listed above.

15.2 Notices are deemed received:

• when delivered by hand;
• two business days after posting by recorded delivery;
• when sent by email, at 9am on the next business day (unless returned undelivered).

16. Entire Agreement

These Terms, together with the Proposal/Brief, constitute the entire agreement between the parties. They supersede all prior discussions, correspondence, or agreements. Each party acknowledges it has not relied on statements not set out in the Contract.

17. Third-party rights

Unless expressly stated, no third party shall have rights under the Contracts (Rights of Third Parties) Act 1999.

18. Governing Law and Jurisdiction

This Contract, and all disputes or claims (contractual or non-contractual), shall be governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.