Terms & Conditions
1. Definitions
In this Agreement, the following phrases shall, unless the context requires otherwise, have the following meanings
1.1. Brand IPR means the copyright or rights in design or other similar intellectual property rights created for the Client’s corporate, product or brand identity during the Project.
1.2. The Project describes the entirety of the Services to be performed by the Agency for the Client as detailed in the Proposal.
1.3. Creative or Media Partner means any designer, copywriter, journalist, PR consultant, researcher, planner, printer, website designer or developer or other creative supplier that is subcontracted by the Agency for the purposing of researching, writing, creating designs, artwork, logos and/or other marketing or creative materials. It also includes any persons or partner(s) responsible for planning or buying media space as part of any Project.
1.4. Client means the organisation or person that purchases Services from the Agency.
1.5. Agency refers to Parent.
1.6. Stage means a defined body of work forming part of a Project as detailed in a Proposal.
1.7. The Effective Date is the start date given in the Proposal if any, or in the absence of such date, the date on which the client is deemed to accept in full the provisions of the Proposal.
1.8. Services describes the range of work undertaken by the Agency to perform for the Client, including but not limited to; corporate identity, brand design, business cards, stationery, packaging, annual reports, exhibition design and stands, website design and development, provision of content for websites, and includes all designs, research, proposals, actions, documents, tool kits, web pages, or other similar work which we are engaged to perform, and includes any Variations with regard to the above.
1.9. Proposal refers to the document accompanying these Terms and Conditions which describes the requirements, arrangements and undertakings of the Project.
1.10. Proof is a printing term applied to all individual impressions, presented as either a loose leaf of paper or digital PDF made before work on a printing plate or block is completed, in order to check progress of the image.
1.11. Artwork comprises of the material that constitutes the positioning and accurate detailing of subject matter in readiness for printing or production.
1.12. Mock up means a rough visualised concept of a creative idea expressed in words and pictures, which may be presented either digitally or on paper.
1.13. Sign off means the Client has approved the relevant deliverable item and that it can be progressed to any relevant next Stage without revision.
2. Supply of Services
2.1. The Agency agrees to supply to the Client the Services specified in the Proposal.
2.2. The Agency undertakes that the Services performed under these Terms and Conditions shall be carried out using reasonable skill, judgement, control and care and shall be of a quality conforming with generally accepted industry standards.
3. Fees
3.1. The Client shall pay to The Agency fees in the manner set out in the Proposal for the period during which The Agency provides Services in accordance with this Agreement.
3.2. Payment of each invoice shall be made by the Client within 14 days of the date of issue unless otherwise specified in the Proposal. Payments not made within such period shall accrue interest at a rate of 8% per annum above base rate in accordance with Late Payment of Commercial Debts Regulations 2013.
3.3. New clients shall be required to pay on account an amount equal to 50% of the cost of the Project or Stage of the Project as specified in the Proposal prior to commencement of work, unless detailed otherwise.
3.4. If the Client fails to pay any sum due under this Agreement, the Agency may, without prejudice to any other remedy, wholly withdraw the provision of the Services or any part thereof until payment is made. In such circumstances the full costs and expenses occasioned by such withdrawal shall be borne by the Client.
3.5. Travel, international calls and courier charges are subject to an extra cost.
4. Cancellation Charges
4.1. Once the Effective Date has been agreed, then the following cancellation charges will apply;
4.1.1. If the cancellation happens more than four weeks before the supply of Services was scheduled to commence then there will be no charge;
4.1.2. If the cancellation happens less than four weeks, but more than two weeks, before the Effective Date there will be a charge of 50% of the complete cost of the cancelled Project;
4.1.3. If the cancellation happens less than two weeks before the Effective Date, or once the Project has commenced, there will be a charge of 100% of the complete cost of the cancelled Project.
4.2. In any event, the Client will be liable for all costs and expenses incurred by the Agency and any third party subcontractors up to the point of cancellation.
5. Use of third party subcontractors
5.1. During the Project, the Agency may incur costs as a result of subcontracts with third parties which are deemed necessary to complete the Project as requested. These costs will be invoiced to the Client by the Agency and will require payment in advance of the subcontractor(s) commencing work. If this is not necessary, the Client will be notified.
5.2. During the Project, Clients may not approach any subcontractors directly or indirectly to commission work or submit estimates without the express written consent of the Agency, nor encourage the submission of these directly or indirectly in any way. Equally any solicitation of direct client work by a subcontractor must be notified immediately to the Agency.
5.3. Nothing in these Terms is intended to, nor shall it, confer any rights on a third party, and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
6. Intellectual Property
6.1. Intellectual Property created by The Agency or any of its agents, affiliates or employees during the course of a project will remain at all times the property of The Agency unless it forms part of the end, approved or chosen solutions.
6.2. Following payment in full of the cost of the project and all fees involved or associated, the Client will be granted full ownership of the intellectual property and copyright. The Agency reserves the right to be recognised as the author / creator/s of the project and its resulting output for the purposes of self promotion.
6.3. If the Client introduces any material into the Project which infringes the IPR of another party, then the Client agrees to indemnify the Agency completely against any claims, costs and/or expenses which may arise as a result, whether directly or indirectly.
7. Industry Specific Items
7.1. Estimates
7.1.1. The costs and associated expenses of all work will be estimated before the commencement of the Project and/or each Stage of the Project as defined in the Proposal.
7.1.2. As far as is possible, the Client will be informed of any changes in prices affecting the estimate prior to commencement of work.
7.1.3. Prices will be held as quoted in the estimate for a period of 30 days.
7.2. Contact Reports
7.2.1. All key decisions between the Agency and the Client will be recorded in contact reports, which will be drafted by the Agency and sent to the Client for approval.
7.2.2. The Client will be deemed to agree with the contents of the contact report unless amendments are specifically requested by the Client and a further amended contact report is issued.
7.3. Artwork
7.3.1. Artwork will be supplied to the Client for approval, and subject to approval it will be passed onto the reproduction house, printer or online digital provider for processing as appropriate.
7.3.2. It is the responsibility of the Client to check, verify and finally approve any stated or implied claim contained in the Artwork prior to setting or publishing online.
7.4. Photography/ Illustrations
7.4.1. The copyright for all original images, photographs or Illustrations created remains with the Agency unless specifically agreed otherwise – for an agreed fee. Original illustrations can, in most cases, be purchased for an extra fee.
7.4.2. The images, photographs or illustrations can only be used for the purposes agreed in the estimate and for use solely within the United Kingdom unless otherwise agreed and in consideration of additional fees.
7.4.3. Restrictions of use, set out above in respect of images, photographs or illustrations applies also in respect of the rights of models and others whose work was involved in production.
7.4.4. Search fees for stock photography will be included in the hourly rate charged to the Client for sourcing pictures from a stock image catalogue. These search fees will be included in the estimate. The price for the images will be agreed with the Client before the image is purchased the Agency.
7.4.5. Costs, which may arise as a result of postponement of a photographic session, due to poor weather conditions or any unforeseen circumstances beyond reasonable control, are your responsibility. The Client is liable for all associated costs if the cancellation period is less than 72 working hours. If the cancellation period is greater than 72 hours, reduced fees would be negotiated in those areas where the loss could be reasonably mitigated
7.5. Printing/ Production
7.5.1. Where the Agency has undertaken to purchase and supervise the print and production of all designed items, estimates will be submitted for approval. These estimates may be subject to change as a direct consequence of a change in specification as the project develops or due to print and/or paper cost increases. The Client will be notified of any increase, which will be passed on by the Agency.
8. Client Obligations
8.1. The Client agrees to provide the Agency with all information, permissions and consents deemed necessary for the successful undertaking of the Project.
8.2. Changes to any Proofs, beyond the scope of error correction, may incur an extra cost which will be charged to the Client.
8.3. The Client agrees to comply with such other obligations as may be set out in the Proposal, and to ensure that all Proofs, Artworks and Mock ups sent directly to the Client are first returned to the Agency before final production to check for errors or inadequacies, and it is further agreed that failure to comply with this obligation shall absolve the Agency of responsibility for such errors or inadequacies.
8.4. The Client accepts that its failure to comply with its obligations may have an adverse impact on the ability of the Agency to complete the Project as agreed in the Proposal, and may in certain circumstances constitute a Termination of the Project.
8.5. If the Client’s actions or omissions prevent or delay the Agency from undertaking or complying with any of its obligations under these Terms, then the Agency’s obligations shall be modified accordingly.
8.6. The Agency requires the Client to Sign off at the end of every stage of the Project, and reserves the right to suspend further work until the Stage in question is signed off.
9. Confidentiality
9.1. The Agency agrees that neither it nor its agents, affiliates and/or employees will disclose to any third party without the Client’s prior written consent any confidential information or documentation, materials, drawings, designs, software or information relating to the business, technology, know how, finances and affairs of the Client which may be disclosed to or become known to The Agency and/or its agents, affiliates and/or employees.
10. Termination
10.1. A Project may be terminated with 30 days’ written notice by either party subject to the provisions of Section 10.2.
10.2. Either party may terminate a Project immediately without incurring any further liability if the other:
10.2.1. Commits any material breach of any term of this Agreement (and/or its associated Proposal) or obligations under them and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified of the breach.
10.2.2. Termination shall not affect any rights or claims which have accrued prior to the date of termination and/or which are expressed to survive the termination of this Agreement and the associated Proposal.
11. Force Majeure
11.1. In this Clause Force Majeure refers to events or circumstances outside either party’s reasonable control, including but not limited to; acts of God, strikes, lock outs, accidents, war, fire, act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority.
11.2. Either Party shall be excused from performance and shall not be in default in respect of any obligation hereunder to the extent that the failure to perform such obligation is due to a Force Majeure event.
12. General
12.1. By agreeing in writing and/or by email to the Proposal (and any subsequent updates or amendments / change control notices to it) the parties also agree to the terms and conditions contained in this Agreement.
12.2. The validity, enforceability, construction and interpretation of this Agreement may be amended only by written agreement between the parties.
12.3. This Agreement shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the Courts of England and Wales.
12.4. This Agreement may not be assigned by either party without the prior written consent of the other party.
12.5. This Agreement along with the associated Proposal constitutes the entire agreement between the parties and cancels and supersedes any prior understandings and agreements between the parties.
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