Branding I Design I Print I Web I Motion I Public Relations I Advertising

Standing Terms & Conditions

1.General

1.1 All projects or services which the Designer, or any other  person acting on his instructions, may be contracted to produce  or provide for the Client will be subject to the provisions  specified in this agreement. 

Acceptance of those conditions shall override (to the extent  permitted by law) any terms or conditions contained in any order  from the Client and will apply to any work carried out by the  Designer for the Client on future projects. 

No further agreement or agreements shall be entered into between  the Designer and the client, until such times as both parties agree  that this agreement requires to be changed. 

1.2 The Designer undertakes to provide his services as promptly and as  expeditiously as possible, and to the best of his ability, skill and resources.  

1.3 Estimates are given and orders accepted subject to the ability of the  Designer to procure materials, labour, transport and services, at rates  prevailing at the date of the estimate. Any increase in wage rates or prices of  materials that it may be necessary to substitute, or transport costs arising  after an estimate and before delivery, shall be charge to the Client. 

1.4 Unless otherwise stated, estimates are  open for acceptance for a period  of 30 days from the date of the estimate. 

1.5 Completion dates are estimated dates only and are not normally guaranteed.  The Designer will use his best  endeavours to ensure that orders are completed within the time  requested by the Client, but will not accept any liability in respect  of completion being after the stated completion date in the  absence of negligence or wilful default.  Completion after the  stated completion date shall not entitle the Client to cancel the  contract. 

When the Client requires a project to be completed by a specific  date, the Designer will take all fair reasonable steps to ensure  completion by that specific date.

1.6 In those cases where the work is required to be undertaken at  short notice on a 'rush', or overtime basis, any additional  costs incurred due to such circumstances will be reflected  the final cost of the project.  'Rush' or overtime fees will  incur additional charges to the standard fee of £50per hour as  follows: 

6pm - Midnight weekdays +25%

Midnight - 9am weekdays:+50%

9am - 6pm weekends and public holidays:+ 75%

6pm - 9am weekends and public holidays: + 100%  

The Designer will always endeavour to inform the Client  beforehand, when a project is liable to incur 'rush' fees. 

2. Specific Terms 

2.1 The work required for specific projects and/or  services will be detailed in either a purchase order from the Client  or in an estimate from the Designer, which shall form part of this  agreement.  The Designer will not normally commence work on a  project until a purchase order or a written instruction is given to  the Designer.  Verbal instructions to proceed must be followed by  a written instruction or purchase order. 

2.2  By accepting this invoice, the Client agrees  without qualification to accept the provisions herein. 

3. Fees/Invoices 

3.1 The fees and invoicing schedule for each project or service will  be described in the Designer's estimate.  The Designer reserves the  right to refuse to begin, complete or deliver any work until the  appropriate fees are agreed upon and are paid according to the  invoicing schedule specified in the estimate.

3.2 Is  often difficult at the 'estimate' stage of a  project to predict final total fees with absolute accuracy, a 15%  contingency should be allowed for by the Client. 

3.3 All print orders are subject to a margin of 15% over or under  the quantity ordered and the quantities delivered shall be  charged pro-rata to the overall cost. 

3.3 It is the responsibility of the Client to notify the  Designer within 24 hours if the delivery is less than  the quantity ordered. 

3.4 Unless otherwise specified the Designer's fees do not include such items as Photostats, photographic prints, fax  charges, telex charges, couriers, postage, long distance telephone  calls.  These items will be regarded as 'out of pocket' expenses and  will be invoiced in addition to the quoted fees. 

3.4 If the Designer is required by the nature of the project to travel to out of locations, any out of pocket expenses  incurred for transportation, meals and lodging will be invoiced in  addition to the quoted fees.

3.5 All out of pocket expenses will be itemised in  the final invoice and are subject to the Designer's standard  commission of 18%. 

3.6 Re-imbursement for mileage when out of town travel by car is necessary, will be calculated according to the then  current rates as recommended by the AA/RAC.  These rates will  apply when a distance beyond the city of Leicester of 15 miles is  involved. 

3.7 The Designer charges for all design work completed and  services supplied.  This includes all meetings and out of town  travel, design, visualising, artwork, re-touching, art direction of  photography, the supervision of printing, research, copywriting,  illustration, exhibition, set and model building, prop-finding and  styling and any other service or material ordered by the Client,  whether or not the work is actually used by the Client.  The  Designer's final invoice for all services commissioned and  supplies ordered on behalf of the Client will include a standard  commission of 18%. 

3.8 The Designer will not undertake any speculative  work at the request of a Client, unless a 'presentation fee' has been  agreed at the outset. 

4. Terms/Accounts

4.1 Accounts/invoices from the Designer to the Client are to be  paid in full within 14 days of the invoice date unless otherwise  specified in the estimate. 

4.2 In certain circumstances suppliers of services such as printers, exhibition contractors, photographers, may  require payment in advance, or at stages during production, in  which case pre-payment must be made to the Designer by the  Client. 

4.3 Normally, invoices will be sent to the Client in stages i.e. 

(1) on the completion/acceptance of the design proposals (2) on completion of the finished artwork or drawings and (3) on delivery/completion of the final project 

4.4 When a project goes beyond a period of 3 months, without an interim or stage invoice, the Designer will be  entitled to invoice for all work, materials, expenses and services  to that time. 

4.5 Where an agreement has been reached  between the Designer and the Client involving a reduced fee prior  to the commencement of the project, if the agreed fee is not settled  within 14 days of the invoice date, or such period specified in the  estimate, the Client will be liable to pay the normal fee as in the  estimate and will not be entitled to any reductions or discounts. 

4.5 Should the Designer be forced to resort to legal process to collect fees and court costs that may be reasonable and  necessary, as well as any interest charges incurred in terms of  condition 4.7 will be paid by the Client. 

4.6 The Designer reserves the right to apply interest  to overdue accounts as follows: 1st month overdue, (3%) per  month, 2nd and subsequent months overdue (2%) per month. 

4.7 The Designer also reserves the right to  discontinue any work in hand and cancel any supplies of materials  in the event of (a) any accounts not being paid in accordance with  conditions 4.1 or (b) the Client becoming bankrupt, insolvent or wound up or in the event of the Client company merging with or  being taken over by another, firm or company or the Designer bonafide believes that any of these events may occur (in which  event, an invoice will be issued in respect of all expenses incurred  and work carried out, prior to cancellation).

4.8 Cancellation of work : The Client will have the  right to terminate any work in progress by notice in writing to the  Designer, in which event the Designer reserves the  right to issue  an invoice for all work carried out, including expenses and  materials ordered prior to such termination. 

5. Revisions / Alterations Clients Approval / Errors 

5.1 Any work requested by the Client     and produced by the Designer after the estimate has been approved or  a purchase order received, and which was not included in such an  estimate or order i.e. Author's alterations, or additional  photography, or changes requested after the completion of  typesetting or artwork, or changes made on sight of printer's  proofs etc., will be considered to be 'new work' and will be  invoiced in addition to the original estimate or purchase order. 

5.2 If the scope or nature of the project changes to such an extent  that the original estimate or purchase order is not longer  applicable, a new estimate or purchase order will be submitted  and must be agreed to by both parties before any alterations or  additions can be affected.  In certain circumstances, a verbal instruction to proceed, followed by a written confirmation will allow work to proceed. 

5.3 It is the responsibility of the client to ensure that there are no errors in finished artwork, printers proofs,  photography, illustration, textual matter and production drawings  etc., an to approve all work before final production Whilst every  care will be taken to ensure that errors are eliminated before final  production, the Designer will accept no responsibility for such  errors once client approval has been given to proceed. Any costs  incurred in the correcting of such errors will be charged to the  Client. 

5.4 Photography : Whenever possible the Client or his/her representative should attend photographic sessions in the  studio or on location, as many crucial decisions have to be made  at these sessions.  If the Client, or his/her representative, cannot  attend a photographic session, it should be undertook that in the  Client's absence, the Client is allowing the Designer to make  certain decisions on his behalf.  In the absence of the Client or  representative, the Designer will make every effort to fully  understand the Client's requirements beforehand and explain how  he intends to resolve them.  How costs incurred in re-shoots as a  result of the absence, will be charged to the Client in addition to  the original estimate. 

5.5 Any errors indicated by the Client before final production which are the responsibility of the Designer, will be  rectified by the Designer at no cost to the Client, unless these  errors occur in the absence of written instructions to the  Designer, or in the case of ambiguous or unclear instructions  from the Client. 

5.6 Errors or defects in materials or workmanship shall not be grounds for cancellation of this contract.

6. Liabilities

6.1 The Client will be liable for any infringement of copyright,  patents and registered designs arising from the implementation of  work carried out by the Designer on any project, when such  material originates from the Client. 

6.2 In the event of the Designer sustaining a loss (including all  costs and expenses) as a result of a claim, suit or proceedings  relating to work carried out by the Designer, the Client agrees to  indemnify the Designer for such loss, where the Client has  approved and authorised the Designer to produce such material. 

6.3 The Designer will not be liable (other than liability for death or personal injury resulting from the Designer's  negligence) for any loss or damage arising from (a) alterations,  variations or amendments, which the Client, or any other person  acting on the Client's instructions, may make to the Designer's  work without the Designer's approval, (b) from the inappropriate  or inaccurate execution or utilisation of such work, or for defects  in materials, manufacture or assembly or (c) from any breach of  any expressed or implied warranty or condition of this agreement.

6.4 The Designer will not be liable (other than liability for death or personal injury resulting from the Designer's  negligence) for any loss or damage resulting from fire, flood,  power failure, reduction of power supplies, mechanical failure,  inability to obtain materials on normal commercial terms, labour  or facilities, strike, lockout, industrial dispute, or any action or  circumstance beyond the Designer's control. 

6.5 The Designer reserves the right to refuse to be a party to any project which, in his judgement, would be illegal,  fraudulent, or in any way harmful to the best interests of the  Designer. 

6.6 The Client shall not supply the Designer with any information or product claims which contravene the Trade.   Descriptions Act 1968 or any statutory modification thereof and  shall inform the Designer without delay if any claim or Trade  description used or intended for use should be, or becomes false. 

6.6 Whilst the Designer will make every effort to return to the Client as promptly as possible all material and  property belonging to the Client or for which he has paid, it is the  Client's responsibility to insure his property against loss or  damage whilst it is out of his safe keeping. 

6.7 Unless instructions are received to do otherwise, all artwork and materials such as prints,  transparencies, plans, drawings, illustrations etc, may only be  held in file by the Designer for a period of 6 months from  completion of any particular project, then disposed of by the  Designer. 

6.8 The risk in the work done shall pass to the Client upon the despatch therof to the Client or 3 days after  satisfaction that the work has been completed, whichever is the  earlier. 

7. Artist's/Designer's Copyright 

7.1 The Designer is not authorised to release to the Client any  property or materials which may be owned by others.  This  includes any photographs or transparencies, illustrations,  lettering or other such artwork which is specifically owned by the  photographers or artists.  Any transfer of ownership can only be  signed away by these suppliers. 

7.2 In some circumstances, fees to photographers or artists are  for the use of the particular project only.  Ownership rights and  copyright of such material normally remains with the  photographers or artists.  Should such ownership rights be  desired by the Client or should the Client wish additional or  unlimited use of a particular piece of artwork or photography,  these rights can be negotiated on the Client's behalf by the  Designer. 

7.3 The copyright of all design, artwork, copy,  illustrations and all other work created by the Designer or any  other person acting under his instructions, rests with the  Designer until paid for in full by the Client. 

7.4 The Designer reserves the right to use any work that he may produce, as samples, which he may use or reproduce  in any reasonable way for the purpose of marketing his services. 

7.5 The Designer shall remain the sole and absolute owner of all work until such time as the agreed fee has  been paid in full by the Client.  The Designer shall be entitled to  maintain an action to recover his fees and other charges  notwithstanding that ownership of the work has not passed to the  Client. 

8. Confidentiality 

8.1 All work and dealings carried out between the Designer and the  Client, including the terms of this agreement, remain absolutely  confidential between the Designer and the Client. Similarly, all  dealings between the Designer and his suppliers remain  confidential.  Except in exceptional circumstances, suppliers  (printers etc.) will not accept instructions directly from the  Client.

9. Claims 

9.1 Any goods rejected as not complying for whatever reason with  the order placed, must be so rejected in writing within 7 days of  receipt by the client or his agent.  Goods damaged in transit,  should if possible, be kept within their packing for inspection. 

10. Arbitration 

10.1 This general agreement contains the terms of the entire  working relationship between the Designer and the Client and  shall not be modified or altered in any respect except by mutual  agreement in writing. 

10.2 If at any time, any question, dispute or difference whatsoever  in connection with this agreement should arise between the  Designer and the Client, either may give the other notice in writing  of the existence of such question, dispute or difference and the  same shall be referred to the  arbitration of a person to be  mutually agreed upon, or failing agreement within 14 days of  receipt of such notice, to a person to be appointed on the  application of either party by the President of the Law Society. Such person  shall have power to assess and award  damages and his decision shall be final and  binding 

11. Law Applicable 

11.1 This contract is to be governed in all respects by English Law  and the parties hereby agree to submit to the jurisdiction of the  English Courts.