TERMS & CONDITIONS
0. INITIAL TERMS
0.1 The Terms & Conditions can be supplied in writing upon request.
0.2 These terms & conditions constitute a valid and binding agreement between
Neil Tomlinson Ltd and you, the client, for any services provided or work ordered.
By contacting Neil Tomlinson Ltd you are agreeing to abide by these terms.
As used herein and throughout this Agreement.
1.1 Agreement means
the entire content of this Basic Terms and Conditions document, the Proposal
document(s), together with any other Supplements designated below, schedules or
1.2 Client Content means
all materials, information, photography, writings and other creative content
provided by The Client for use in the preparation of and/or incorporation in the
1.3 Copyrights means
the property rights in original works of authorship, expressed in a tangible
medium of expression, as defined and enforceable under U.K. Copyright Law.
1.4 Deliverables means
the services and work product specified in the Proposal to be delivered by Neil Tomlinson Ltd
to The Client, in the form and media specified in the Proposal.
1.5 Designer Tools means
all design tools developed and/or utilised by Neil Tomlinson Ltd in performing the
Services, including without limitation pre-existing and newly developed software
including presentation software, source code, Web authoring tools, type fonts,
and application tools, together with any other software, or other inventions
whether or not patentable, and general non-copyrightable concepts such as Web
site design, architecture, layout, navigational and functional elements.
1.6 The Client means
the company or individual who has agreed to take out work with Neil Tomlinson Ltd.
1.7 Final Art means
all creative content developed or created by Neil Tomlinson Ltd, or commissioned by
Neil Tomlinson Ltd, exclusively for the Project and incorporated into and delivered
as part of the Final Deliverables, including and by way of example, not
limitation, any and all visual designs, visual elements, graphic design,
illustration, photography, animation, sounds, typographic treatments and text,
modifications to The Client Content, and Neil Tomlinson Ltd's selection, arrangement
and coordination of such elements together with The Client Content and/or Third
1.8 Final Deliverables means
the final versions of Deliverables provided by Neil Tomlinson Ltd and accepted by
1.9 Preliminary Works means
all artwork including, but not limited to, concepts, sketches, visual
presentations, or other alternate or preliminary designs and documents developed
by Neil Tomlinson Ltd and which may or may not be shown and or delivered to The
Client for consideration but do not form part of the Final Art.
1.10 Project means
the scope and purpose of the The Client's identified usage of the work product
as described in the Proposal.
1.11 Services means
all services and the work product to be provided to The Client by Neil Tomlinson Ltd
as described and otherwise further defined in the Proposal.
1.12 Third Party Materials means
proprietary third party materials which are incorporated into the Final
Deliverables, including without limitation stock photography or illustration.
1.13 Trademarks means
trade names, words, symbols, designs, logos or other devices or designs used in
the Final Deliverables to designate the origin or source of the goods or
services of The Client.
The terms of the Proposal or shall be effective for 14 days after presentation
to The Client. In the event this Agreement is not executed by The Client within
the time identified, the Proposal, together with any quotations, related terms
and conditions and deliverables, may be subject to amendment, change or
3. FEES AND CHARGES.
3.1 Fees. In consideration of the Services to be performed by Neil Tomlinson Ltd,
The Client shall pay to Neil Tomlinson Ltd fees in the amounts and according to the
payment schedule set forth in the Proposal, and all applicable sales, use or
value added taxes, even if calculated or assessed subsequent to the payment
schedule. Fees are to be aid in upon agreement of preliminary work supplied for
approval. Only on prior agreement will work be invoiced upon completion of the
3.2 Additional Costs. The Project pricing includes Neil Tomlinson Ltd's fee only.
Any and all outside costs including, but not limited to, equipment rental,
photographer's costs and fees, photography and/or artwork licenses, prototype
production costs, talent fees, music licenses, and online access or hosting
fees, will be billed to The Client unless specifically otherwise provided for in
3.3 Invoices. All invoices are payable within 7 days of receipt. Neil Tomlinson Ltd
reserves the right to withhold completion of any further work instructed until
the invoice amount has been settled in full. In special circumstances a deposit
be required. We understand and will exercise our statutory right to claim
interest and compensation for debt recovery costs under the late payment
legislation if we are not paid according to agreed credit terms. Interest is
charged daily at 8% over the Bank of England base rate along with EU late
payment charges. Payments will be credited first to late payment charges and
next to the unpaid balance. The Client shall be responsible for all collection
or legal fees necessitated by late or default in payment. Neil Tomlinson Ltd reserves the right to withhold delivery and any transfer of ownership of any
current work if accounts are not current or overdue invoices are not paid in
full. All grants of any license to use or transfer of ownership of any
intellectual property rights under this Agreement are conditioned upon receipt
of payment in full which shall be inclusive of any and all outstanding
Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.
3.4 Project End. All deliverables shall be deemed complete once The Client has
signed off the work or indicated satisfaction either verbally, in writing, via
e-mail, post or other methods. If The Client fails to communicate with Neil Tomlinson Ltd
for a period of more than 15 days without explanation, the project
shall be deemed satisfactory and complete.
4.1 General Changes. Unless otherwise provided in the Proposal, and except as
otherwise provided for herein, The Client shall pay additional charges for
changes requested by The Client which are outside the scope of the Services on a
time and materials basis, at Neil Tomlinson Ltd's standard hourly rate of £56 per
hour. Such charges shall be in addition to all other amounts payable under the
Proposal, despite any maximum budget, contract price or final price identified
therein. Neil Tomlinson Ltd may extend or modify any delivery schedule or deadlines
in the Proposal and Deliverables as may be required by such Changes.
4.2 Substantive Changes. If The Client requests or instructs Changes that amount
to a revision in or near excess of fifty percent (50%) of the time required to
produce the Deliverables, and or the value or scope of the Services, Neil Tomlinson Ltd
shall be entitled to submit a new and separate Proposal to The Client
for written approval. Work shall not begin on the revised services until a fully
signed revised Proposal and, if required, any additional retainer fees are
received by Neil Tomlinson Ltd.
4.3 Timing. Neil Tomlinson Ltd will prioritize performance of the Services as may be
necessary or as identified in the Proposal, and will undertake commercially
reasonable efforts to perform the Services within the time(s) identified in the
Proposal. The Client agrees to review Deliverables within the time identified
for such reviews and to promptly either, (i) Approve the Deliverables in writing
or (ii) provide written comments and/or corrections sufficient to identify the
The Client's concerns, objections or corrections to Neil Tomlinson Ltd. Neil Tomlinson Ltd
shall be entitled to request written clarification of any concern,
objection or correction. The Client acknowledges and agrees that Neil Tomlinson Ltd's ability to meet any and all schedules is entirely dependent upon The
Client's prompt performance of its obligations to provide materials and written
approvals and/or instructions pursuant to the Proposal and that any delays in
The Client's performance or Changes in the Services or Deliverables requested by
The Client may delay delivery of the Deliverables. Any such delay caused by The
Client may result in credit based accounts being invoiced before project
4.4 Testing and Acceptance. Neil Tomlinson Ltd will exercise commercially reasonable
efforts to test Deliverables requiring testing and to make all necessary
corrections prior to providing Deliverables to The Client. The Client, within
five (5) business days of receipt of each Deliverable, shall notify Neil Tomlinson Ltd, in writing, of any failure of such Deliverable to comply with the
specifications set forth in the Proposal, or of any other objections,
corrections, changes or amendments The Client wishes made to such Deliverable.
Any such written notice shall be sufficient to identify with clarity any
objection, correction or change or amendment, and Neil Tomlinson Ltd will undertake
to make the same in a commercially timely manner. Any and all objections,
corrections, changes or amendments shall be subject to the terms and conditions
of this Agreement. In the absence of such notice from The Client, the
Deliverable shall be deemed accepted.
5. THE CLIENT RESPONSIBILITIES.
The Client acknowledges that it shall be responsible for performing the
following in a reasonable and timely manner:
(a) Coordination of any decision-making with parties other than Neil Tomlinson Ltd;
(b) Provision of The Client Content in a form suitable for reproduction or
incorporation into the Deliverables without further preparation, unless
otherwise expressly provided in the Proposal;
(c) Final proofreading. In the event that The Client has approved Deliverables
but errors, such as, by way of example, not limitation, typographic errors or
misspellings, remain in the finished product; The Client shall incur the cost of
correcting such errors.
Neil Tomlinson Ltd retains the right to reproduce, publish and display the
Deliverables in Neil Tomlinson Ltd's portfolios and Web sites, and in galleries,
design periodicals and other media or exhibits for the purposes of recognition
of creative excellence or professional advancement, and to be credited with
authorship of the Deliverables in connection with such uses. Either party,
subject to the other's reasonable approval, may describe its role in relation to
the Project and, if applicable, the services provided to the other party on its
Web site and in other promotional materials, and, if not expressly objected to,
include a link to the other party's Web site.
7. CONFIDENTIAL INFORMATION.
Each party acknowledges that in connection with this Agreement it may receive
certain confidential or proprietary technical and business information and
materials of the other party, including without limitation Preliminary Works ( Confidential
Information). Each party, its agents and employees shall hold and maintain
in strict confidence all Confidential Information, shall not disclose
Confidential Information to any third party, and shall not use any Confidential
Information except as may be necessary to perform its obligations under the
Proposal except as may be required by a court or governmental authority.
Notwithstanding the foregoing, Confidential Information shall not include any
information that is in the public domain or becomes publicly known through no
fault of the receiving party, or is otherwise properly received from a third
party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES.
8.1 Independent Contractor. Neil Tomlinson Ltd is an independent contractor, not an
employee of The Client or any company affiliated with The Client. Neil Tomlinson Ltd
shall provide the Services under the general direction of The Client, but Neil Tomlinson Ltd
shall determine, in Neil Tomlinson Ltd's sole discretion, the manner and
means by which the Services are accomplished. This Agreement does not create a
partnership or joint venture and neither party is authorized to act as agent or
bind the other party except as expressly stated in this Agreement. Neil Tomlinson Ltd
and the work product or Deliverables prepared by Neil Tomlinson Ltd shall
not be deemed a work for hire as that term is defined under Copyright Law. All
rights, if any, granted to The Client are contractual in nature and are wholly
defined by the express written agreement of the parties and the various terms
and conditions of this Agreement.
8.2 Neil Tomlinson Ltd Agents. Neil Tomlinson Ltd shall be permitted to engage and/or
use third party Neil Tomlinson Ltd's or other service providers as independent
contractors in connection with the Services (Design
Agents). Notwithstanding, Neil Tomlinson Ltd shall remain fully responsible for
such Design Agents compliance with the various terms and conditions of this
8.3 No Solicitation. During the term of this Agreement, and for a period of six
(6) months after expiration or termination of this Agreement, The Client agrees
not to solicit, recruit, engage, or otherwise employ or retain, on a full-time,
part-time, consulting, work-for-hire, or any other kind of basis, any Neil Tomlinson Ltd, employee or Design Agent of
Neil Tomlinson Ltd, whether or not said
person has been assigned to perform tasks under this Agreement. In the event
such employment, consultation or work-for-hire event occurs, The Client agrees
that Neil Tomlinson Ltd shall be entitled to an agency commission to be the greater
of, either (a) 25% of said person's starting salary with The Client, or (b) 25%
of fees paid to said person if engaged by The Client as an independent
contractor. In the event of (a) above, payment of the commission will be due
within 30 days of the employment starting date. In the event of (b) above,
payment will be due at the end of any month during which the independent
contractor performed services for The Client. Neil Tomlinson Ltd, in the event of
non-payment and in connection with this section, shall be entitled to seek all
remedies under law and equity.
8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does
not create an exclusive relationship between the parties. The Client is free to
engage others to perform services of the same or similar nature to those
provided by Neil Tomlinson Ltd, and Neil Tomlinson Ltd shall be entitled to offer and
provide design services to others, solicit other The Clients and otherwise
advertise the services offered by Neil Tomlinson Ltd.
9. WARRANTIES AND REPRESENTATIONS.
9.1 The Client represents, warrants and covenants to Neil Tomlinson Ltd that (a) The
Client owns all rights, titles, and interest in, or otherwise has full right and
authority to permit the use of the The Client Content, (b) to the best of The
Client's knowledge, the The Client Content does not infringe the rights of any
third party, and use of the The Client Content as well as any Trademarks in
connection with the Project does not and will not violate the rights of any
third parties, (c) The Client shall comply with the terms and conditions of any
licensing agreements which govern the use of Third Party Materials, and (d) The
Client shall comply with all laws and regulations as they relate to the Services
9.2 To the best of Neil Tomlinson Ltd's knowledge, the Final Art provided by Neil Tomlinson Ltd
and Neil Tomlinson Ltd's subcontractors does not infringe the rights of
any party, and in connection with the Project will not violate the rights of any
third parties. In the event The Client or third parties modify or otherwise use
the Deliverables outside of the scope or for any purpose not identified in the
Proposal or this Agreement or contrary to the terms and conditions noted herein,
all representations and warranties of Neil Tomlinson Ltd shall be void.
The Client agrees to fully indemnify and hold Neil Tomlinson Ltd 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 permission. Any artwork, images,
or text supplied or designed by Neil Tomlinson Ltd on behalf of the customer, will
remain the property of Neil Tomlinson Ltd and/or our suppliers unless otherwise
10.1 By The Client. The Client agrees to indemnify, save and hold harmless Neil Tomlinson Ltd
from any and all damages, liabilities, costs, losses or expenses
arising out of any claim, demand, or action by a third party arising out of any
breach of The Client's responsibilities or obligations, representations or
warranties under this Agreement. Under such circumstances Neil Tomlinson Ltd shall
promptly notify The Client in writing of any claim or suit; (a) The Client has
sole control of the defence and all related settlement negotiations; and (b) Neil Tomlinson Ltd
provides The Client with commercially reasonable assistance,
information and authority necessary to perform The Client's obligations under
this section. The Client will reimburse the reasonable out-of-pocket expenses
incurred by Neil Tomlinson Ltd in providing such assistance.
10.2 By Neil Tomlinson Ltd. Subject to the terms, conditions, express
representations and warranties provided in this Agreement, Neil Tomlinson Ltd agrees
to indemnify, save and hold harmless The Client from any and all damages,
liabilities, costs, losses or expenses arising out of any finding of fact which
is inconsistent with Neil Tomlinson Ltd's representations and warranties made
herein, except in the event any such claims, damages, liabilities, costs, losses
or expenses arise directly as a result of gross negligence or misconduct of The
Client provided that (a) The Client promptly notifies Neil Tomlinson Ltd in writing
of the claim; (b) Neil Tomlinson Ltd shall have sole control of the defence and all
related settlement negotiations; and (c) The Client shall provide Neil Tomlinson Ltd
with the assistance, information and authority necessary to perform Neil Tomlinson Ltd's obligations under this section. Notwithstanding the foregoing,
Neil Tomlinson Ltd shall have no obligation to defend or otherwise indemnify The Client
for any claim or adverse finding of fact arising out of or due to The Client
Content, any unauthorized content, improper or illegal use, or the failure to
update or maintain any Deliverables provided by Neil Tomlinson Ltd.
10.3 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF Neil Tomlinson Ltd
ARE SOLD AS IS. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Neil Tomlinson Ltd, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES
(Neil Tomlinson Ltd PARTIES), TO THE CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES
WHATSOEVER, AND THE CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Neil Tomlinson Ltd. IN NO EVENT SHALL
Neil Tomlinson Ltd BE LIABLE FOR ANY LOST DATA OR
CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING
TO THE MATERIALS OR THE SERVICES PROVIDED BY Neil Tomlinson Ltd, EVEN IF Neil Tomlinson Ltd
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.1 This Agreement shall commence upon the Effective Date and shall remain
effective until the Services are completed and delivered.
11.2 This Agreement may be terminated at any time by either party effective
immediately upon notice, or the mutual agreement of the parties, or if any
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for
the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this
Agreement, which breach is not remedied within ten (10) days from receipt of
written notice of such breach.
11.3 In the event of termination, Neil Tomlinson Ltd shall be compensated for the
Services performed through the date of termination in the amount of (a) any
advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for
work performed by Neil Tomlinson Ltd or Neil Tomlinson Ltd's agents as of the date of
termination, whichever is greater; and The Client shall pay all Expenses, fees,
out of pockets together with any Additional Costs incurred through and up to,
the date of cancellation.
11.4 In the event of termination by The Client and upon full payment of
compensation as provided herein, Neil Tomlinson Ltd grants to The Client such right
and title as provided for in Schedule A of this Agreement with respect to those
Deliverables provided to, and accepted by The Client as of the date of
11.5 Upon expiration or termination of this Agreement: (a) each party shall
return or, at the disclosing party's request, destroy the Confidential
Information of the other party, and (b) other than as provided herein, all
rights and obligations of each party under this Agreement, exclusive of the
Services, shall survive.
11.6 Projects that have passed 30 days without contact or further instruction
from The Client are deemed to be final
12.1 Modification/Waiver. This Agreement may be modified by the parties. Any
modification of this Agreement must be in writing, except that Neil Tomlinson Ltd's
invoices may include, and The Client shall pay, expenses or costs that The
Client authorizes by electronic mail in cases of extreme time sensitivity.
Failure by either party to enforce any right or seek to remedy any breach under
this Agreement shall not be construed as a waiver of such rights nor shall a
waiver by either party of default in one or more instances be construed as
constituting a continuing waiver or as a waiver of any other breach.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing
either by facsimile or electronic mail with return confirmation of receipt or by
certified or registered mail, return receipt requested, and shall be sent to the
to the addresses identified below, unless notification of change of address is
given in writing. Notice shall be effective upon receipt or in the case of fax
or e-mail, upon confirmation of receipt.
12.3 No Assignment. Neither party may assign, whether in writing or orally, or
encumber its rights or obligations under this Agreement or permit the same to be
transferred, assigned or encumbered by operation of law or otherwise, without
the prior written consent of the other party.
12.4 Force Majeure. Neil Tomlinson Ltd shall not be deemed in breach of this
Agreement if Neil Tomlinson Ltd is unable to complete the Services or any portion
thereof by reason of fire, earthquake, labour dispute, act of God or public
enemy, death, illness or incapacity of Neil Tomlinson Ltd or any local, state,
federal, national or international law, governmental order or regulation or any
other event beyond Neil Tomlinson Ltd's control (collectively, Force Majeure Event).
Upon occurrence of any Force Majeure Event, Neil Tomlinson Ltd shall give notice to
The Client of its inability to perform or of delay in completing the Services
and shall propose revisions to the schedule for completion of the Services.
12.5 Governing Law and Dispute Resolution. The formation, construction,
performance and enforcement of this Agreement shall be in accordance with the
laws of the United Kingdom without regard to its conflict of law provisions or
the conflict of law provisions of any other jurisdiction. In the event of a
dispute arising out of this Agreement, the parties agree to attempt to resolve
any dispute by negotiation between the parties. The prevailing party in any
dispute resolved by binding arbitration or litigation shall be entitled to
recover its solicitor's fees and costs. In all other circumstances, the parties
specifically consent to the local, and national courts located in the United
Kingdom. The parties hereby waive any jurisdictional or venue defences available
to them and further consent to service of process by mail. The Client
acknowledges that Neil Tomlinson Ltd will have no adequate remedy at law in the
event The Client uses the deliverables in any way not permitted hereunder, and
hereby agrees that Neil Tomlinson Ltd shall be entitled to equitable relief by way
of temporary and permanent injunction, and such other and further relief at law
or equity as any arbitrator or court of competent jurisdiction may deem just and
proper, in addition to any and all other remedies provided for herein.
12.6 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall nevertheless remain in full force and effect
and the invalid or unenforceable provision shall be replaced by a valid or
12.7 Headings. The numbering and captions of the various sections are solely for
convenience and reference only and shall not affect the scope, meaning, intent
or interpretation of the provisions of this Agreement nor shall such headings
otherwise be given any legal effect.
13. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART.
13.1 The Client Content. The Client Content, including all pre-existing
Trademarks, shall remain the sole property of The Client or its respective
suppliers, and The Client or its suppliers shall be the sole owner of all rights
in connection therewith. The Client hereby grants to Neil Tomlinson Ltd a
nonexclusive, non-transferable license to use, reproduce, modify, display and
publish The Client Content solely in connection with Neil Tomlinson Ltd's
performance of the Services and limited promotional uses of the Deliverables as
authorized in this Agreement.
13.2 Third Party Materials. All Third Party Materials are the exclusive property
of their respective owners. Neil Tomlinson Ltd shall inform The Client of all Third
Party Materials that may be required to perform the Services or otherwise
integrated into the Final Art. Under such circumstances Neil Tomlinson Ltd shall
inform The Client of any need to license, at The Client's expense, and unless
otherwise provided for by The Client, Neil Tomlinson Ltd shall obtain the license(s)
necessary to permit The Client's use of the Third Party Materials consistent
with the usage rights granted herein. In the event The Client fails to properly
secure or otherwise arrange for any necessary licenses or instructs the use of
third party art, The Client hereby indemnifies, saves and holds harmless Neil Tomlinson Ltd
from any and all damages, liabilities, costs, losses or expenses
arising out of any claim, demand, or action by a third party arising out of The
Client's failure to obtain copyright, trademark, publicity, privacy, defamation
or other releases or permissions with respect to materials included in the Final
13.3 Preliminary Works. Neil Tomlinson Ltd retains all rights in and to all
Preliminary Works. The Client shall return all Preliminary Works to Neil Tomlinson Ltd
within thirty (30) days of completion of the Services and all rights
in and to any Preliminary Works shall remain the exclusive property of Neil Tomlinson Ltd.
13.4 Original Artwork. Neil Tomlinson Ltd retains all right and title in and to any
original artwork comprising Final Art, including all rights to display or sell
such artwork. The Client shall return all original artwork to Neil Tomlinson Ltd
within thirty (30) days of completion of the Services.
13.5 Trademarks. Upon completion of the Services and expressly conditioned upon
full payment of all fees, costs and out-of-pocket expenses due, Neil Tomlinson Ltd
assigns to The Client all ownership rights, including any copyrights, in and to
any artworks or designs comprising the works created by Neil Tomlinson Ltd for use
by The Client as a Trademark. Neil Tomlinson Ltd shall cooperate with The Client and
shall execute any additional documents reasonably requested by The Client to
evidence such assignment. The Client shall have sole responsibility for ensuring
that any proposed trademarks or Final Deliverables intended to be a Trademark
are available for use in commerce and federal registration and do not otherwise
infringe the rights of any third party. The Client hereby indemnifies, saves and
holds harmless Neil Tomlinson Ltd from any and all damages, liabilities, costs,
losses or expenses arising out of any claim, demand, or action by any third
party alleging any infringement arising out of The Client's use and/or failure
to obtain rights to use or use of the Trademark.
14. RIGHTS TO FINAL ART.
14.1 Upon completion of the Services, and expressly subject to full payment of
all fees, costs and out-of-pocket expenses due, Neil Tomlinson Ltd grants to The
Client the rights in the Final Art as set forth in the proposal Any additional
uses not identified herein or reselling of the artwork is not permitted without
prior written consent.
Neil Tomlinson Ltd