TERMS AND CONDITIONS
- Time for Payment. All invoices are due for payment within 30 days of receipt. The Designer reserves the right to apply provisions under the Late Payment of Commercial Debts (Interest) Act 1998 on overdue balances.
- Estimates. The fees and expenses are estimates only. The final fees and expenses shall be as set forth on the Designer’s invoice. If the Designer reasonably anticipates the final fees to exceed the original estimate by more than 10%, then the Designer shall seek the Client’s approval and shall have the right to suspend work without liability and any deadline will be extended accordingly until the Client provides such approval or has agreed upon a reduction in the scope of the Project.
- Changes. The Client agrees that the Designer may proceed based upon oral authorisations of changes which are reasonably and promptly followed up with written confirmations. Except as set forth in the preceding sentence, any modifications of this Agreement must be in writing. If the Client requests changes to the design agreed by the Client, the Designer reserves the right to make additional charges. If the Client makes their own arrangements for printing material produced by the Designer, the Designer will not be responsible for any errors or defects in any way in the printing of that material. The Designer reserves the right to charge a standard handling charge of 15%.
- Expenses. In addition to the Designer’s fees, the Client shall also reimburse the Designer for all third party expenses in connection with this Agreement plus a standard handling charge of 15% plus VAT due under this Agreement.
- Cancellation. In the event of cancellation of this Agreement for any reason, the Designer (and, with respect to any of its own copyrightable contributions, the Client) shall hold the copyright to the unfinished work and all elements thereof. The Designer shall retain the original artwork. The Client shall pay a cancellation fee for the work completed based upon the contract price and the percentage of completion and the Client shall also reimburse the Designer for all expenses incurred by the Designer and all non-cancellable obligations owed to third parties in relation to the Project.
- Ownership of Work. At all times, including after full and final payment, the Designer shall retain physical ownership and possession of, and all intellectual property rights to, all artwork, all photographs, drawings, specifications and other visual presentation materials. With the exception of advertisements, upon final payment under this Agreement, the Designer will grant to the Client a non-transferable licence to use the work produced under this Agreement for its anticipated purpose. This licence shall not be operative for any uses beyond the scope of the anticipated use of the work and it does not permit the Client to use any elements of the work (such as photographs, drawings) to any other purpose with the Designer’s permission in writing. The Designer acknowledges that the final work under this Agreement has been created for commercial purposes. It is understood between the parties that the Designer has based its price upon the Client’s representations as to the anticipated scope of use. The Designer reserves the right to make further charges if the final work is used outside the anticipated scope of its use. The Designer hereby warrants to the Client that, in connection with the production of the final works produced under this Agreement, it has not knowingly infringed on the copyright of any third party.
- The Client acknowledges that the Designer has not agreed to restrict its activities in any way and that the Designer may perform services for whomever the Designer elects.
- Releases. The Designer shall use its best efforts to obtain all reproduction rights to any piece of art created by an author in the work who is a subcontractor of the Designer. For example, illustrators and photographers might be subcontractors. The Client is responsible for obtaining all usage rights to any art supplied by the Client to the Designer. The Client will indemnify the Designer against any and all claims and expenses, including reasonable legal fees for all uses of any works by other parties provided by the Client.
- Credit. The Designer and any other authors of the work shall receive a credit line with any editorial usage to the extent such credit lines are substantially in accordance with customary industry practice.
- Termination. The Designer may terminate this Agreement in not fewer than five (5) working days’ notice if the Client is late paying invoices in respect of this Agreement as they fall due.
- Miscellaneous. In the event of any force majeure, the affected party may delay performance for so long as the force majeure prevents such party’s performance, and all deadlines thereafter shall be extended on a day for day basis. In the event of litigation in relation to this Agreement, the successful party shall be entitled to reimbursement of their reasonable legal fees and expenses. UK law shall govern this Agreement. If any provisions of this Agreement are found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall be in full force and effect unless the unenforceability materially diminishes the benefit of the bargain in this Agreement, in which case the party whose rights have been reduced shall have the option for thirty days after such determination to terminate this Agreement subject to Paragraph 5 hereof.
- If the Client approves any quotation by email, the Designer will assume that the Client has agreed with the Designer's terms and conditions.
© 2015 Profile Communications Design Limited