Terms and Conditions of Contract for Services
All work is carried out by the Company on the understanding that the Client has agreed to the Company’s Terms and Conditions. The following Terms and Conditions relate to all products and services supplied by the Company.
1.1 In these Terms and Conditions:
“The Company” is Inkquisitive Designs.
“The Client” means the party or any person acting on their behalf contracting with the Company.
“Working Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.
2. Project Acceptance and Cost Estimates
2.1 At the time of proposal, the Company will provide the Client with a written cost estimate.
2.2 All estimated prices quoted are for the listed and mentioned services only. Any additional services required to complete a project will be quoted for in advance and charged accordingly. Deliveries and couriers are additional.
2.3 All work is billed either monthly or on completion of project stage, or the relevant hourly charge as previously agreed.
2.4 Prior to any work on a project commences the Client must acknowledge the acceptance of the estimate in writing and in doing so agrees to be bound to the Company’s Terms and Conditions.
3. Project Schedule
3.1 All projects are planned to an agreed schedule. Non-adherence to this schedule by the Client may result in compromising final delivery deadlines. If this is likely to occur, the Company will advise the Client as soon as this becomes evident and suggest an alternative solution where feasible. This may incur additional costs.
3.2 Emergency work required in a short period, three days or less, will incur a higher charge.
4. Payment Schedule for Design Work
4.1 The Company requires payment of 50% of the total cost before any design work is started.
4.2 The remaining payment is to be paid once the design work is completed and handed over to the Client.
4.3 Each Client has a maximum of two free alterations. After this, costs of design work will increase when further alterations are made. Alterations may include, but are not limited to, increasing the number of products to be printed.
5. Payment Schedule for Printing Work
5.1 If the Client only requests printing work, 100% payment is required by the Company before any work can commence.
6. Payment Schedule for Design and Printing Work
6.1 If the Client requires design and printing work, 50% payment in advance is required by the Company for the design work. For the printing work, 100% payment is required by the Company before any work can commence.
6.2 The remaining monies owed for the design work is required to be paid within 14 days upon completion of the project.
6.3 Once the designs are finalised, printing can take up to 5-7 working days.
7. Force Majeure
7.1 Whilst every effort will be made to achieve agreed delivery, the Company cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is beyond the reasonable control of the Company.
7.2 This includes, but not limited to, fire, flood, drought, failure of power supply, act of God, legislation, act of terrorism, strike by employees. During this period, the Client may by written notice elect to terminate the contract and pay for work done and materials used, but shall otherwise accept delivery when available.
8. Source Files
8.1 Charges for design work do not cover the release of copyright design files including indd, psd, png, fla or any other source files.
8.2 If the Client requires these files, they will be subject to a separate written estimate or ‘buy-out’ charge.
9. Payment and Outstanding Invoices
9.1 Payments may be made by online transfer, cheque, credit card, debit card or PayPal.
9.2 Publication and/or release of work done by the Company may not take place before any required funds have been received.
9.3 All creative work produced during a project(s), creative, digital, software files and related correspondence remain the property – physically, intellectually and in copyright, of the Company until full payment has been made on the Client’s account, and all project costs have been cleared.
9.4 Returned cheques will incur an additional fee of £50 per returned cheque. The Company reserves the right to consider an account to be in default in the event of a returned cheque.
9.5 Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 2% per month of the outstanding amount.
10.1 An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque.
10.2 The Company will have a lien over any product, data or materials if all payments due from the Client have not been paid and cleared within 30 days from the date of the invoice.
10.3 The Company reserves the right to withhold supply of goods and, in the case of web services, this includes recalling services including the hosting of websites.
10.4 Where the Client’s account is considered a default, the Client agrees to pay the Company’s reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
11.1 Any design created by the Company for the Client is licensed for use by the Client on a one time only basis and may not be modified, re-used, or re-distributed without the express written consent of the Company and any of its relevant sub-contractors.
12.1 It is the responsibility of the Client that all materials (including, but not limited to images, diagrams, logos, videos, data, intellectual property in other media) supplied to the Company by the Client will have the relevant copyrights, licenses and permissions for use in the commissioned project.
12.2 The Company will not accept responsibility/liability for infringements caused by any wrongly supplied materials.
12.3 In the event where the Company or Client supply an image, audio clip or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will allow the Company to remove and/or replace the file.
12.4 The Client agrees to fully indemnify the Company in any claims resulting from the Client in not having obtained all necessary permissions or the required copyright.
13. Data Formats
13.1 The Client agrees to the Company’s requirements of supplying data to the Company
13.2 Text is to be supplied by the Client to the Company in electronic format, as standard text (.txt), MS Word (.doc) on CD-ROM, or via e-mail.
13.3 Images in an electronic format are to be supplied by CD-ROM, or e-mail. The images must be of a quality suitable for use without any subsequent image processing. The Company will not be held responsible for any image quality which the Client later deems to be unacceptable.
13.4 The Company cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
13.5 Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.
14. Website Construction and Rights of Access
14.1 The Company requires access to the Client’s computer systems to complete a website design project.
14.2 Until all outstanding invoices are cleared, the Company requires access to necessary read/write permissions, usernames and passwords.
14.3 The Client agrees to supply the Company, in a timely manner, with all the necessary materials, electronic or otherwise required to complete the project.
15. Website Designing
15.1 The Company requires that a template is approved by the Client before coding of a site begins.
15.2 Once the website template(s) are approved by the Client, coding will commence.
15.3 Any alterations to the template, including colours, structure and content, will incur an additional charge.
15.4 The Client will have the opportunity to review the finished website design. The Company will make minor changes if needed at no extra cost within 14 days of the start of the review period.
15.5 Minor changes include small text change and changes to placement of items. It does not include changes to images, colours or navigation features as these will incur additional charges.
15.6 Any minor changes can be notified to the Company by e-mail and confirmed by post.
15.7 The Company will consider that the Client has accepted the finished website design if there is no notification of any changes received in writing during the 14-day review period.
16. Website Designing: Hosting Websites
16.1 The Company offers a limited in-house hosting service through an out-sourced virtual server.
16.2 The Company does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
16.3 It may be requested that Client change the type of hosting account used if that account is deemed by the Company to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website.
16.4 The fees for hosting on the Company’s virtual server are due at the commencement of any period of service and are non-refundable.
16.5 Fees due to third party hosting organisations are the responsibility of the Client and the Company are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the Client/domain owner.
17. Website Designing: Domain Registration
17.1 The Company cannot guarantee the availability of any domain name. The Company will endeavour to meet the requirements of the Client; however, the Client should not assume successful registrations of all domain names.
18. Website Designing: Search Engine Submission
18.1 The Company cannot guarantee any placement or ranking on search engines.
18.2 The Company cannot guarantee site acceptance by any search engine. Further, the time taken to accept a site various amongst all search engines.
18.3 The Company suggests that Clients may use a professional Search Engine Optimisation (SEO) firm, but the Company accepts no responsibility for their services.
19. Website Designing: Web Security
19.1 The Company takes all reasonable precautions and use systems that reduce the threat of data compromise. Where there are concerns over the integrity of the data an agreed secure third party data storage system will be implemented.
20. Use of Design Concepts for the Company’s Marketing
20.1 The Company retains the right to use reproductions of the designs on its website and promotional materials unless a prior agreement was signed before the commencement of the design process.
21. Design Credits
21.1 The Company reserves the right to the addition of Company credit on printed or digital projects unless instructed otherwise by the Client.
21.2 The Client agrees to allow the Company to place a link to the Company’s own website on the Client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
22. Freelance Support and Outsourcing
22.1 The Company reserves the right to commission freelance support or outsource any work if it is in best interests of the Client.
22.2 Any outsourced work remains the property and responsibility of the Company and such services are deemed to be carried out ‘indirectly’ by the Company.
22.3 As part of larger projects which involve third parties commissioned directly by the Client, the Company will not be held responsible in any way for services not carried out/managed directly or indirectly by the Company.
23.1 Issues relating to loss, quality or damage must be reported to the Company within five clear working days of delivery and receipt (whether be printed or digital).
23.2 Any claim in respect thereof must be made in writing to the Company within three working days thereafter.
23.3 The Company shall not be liable in respect of any claim unless the requirements have been complied with.
23.4 The Company cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. The Company will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, colour usage, strapline, image style and content, product or otherwise.
24. Dispute Resolution
24.1 In the event of any bona fide dispute or difference arising between the parties in connection with the Contract, the parties shall attempt to resolve such dispute or difference in good faith or by mediation.
24.2 It is the responsibility of the Client to inform the Company immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, deadline), without such information, no disputes will be entered into.
25.1 The Client may cancel; however, the Client will be invoiced an amount that the Company considers proportionate to the amount of work already completed with further compensatory charges for booked design time, printing time or any other costs accruing.
25.2 The balance of outstanding monies due must be paid within 30 days.
25.3 Cancellation of orders may be made by telephone or e-mail. Following this, the Company will need formal notification in writing to the Company’s postal address.
25.4 Any cancellation which is not formally confirmed in writing and received by the Company within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
26. Rights of Refusal
26.1 The Company will not include in designs, text, images or other data which it deems to be immoral, illegal, or obscene.
26.2 All advertising material must conform to all standards laid down by all relevant advertising standards authorities.
26.3 Should a situation arise where any images/data that the Company includes in good faith is in contravention to advertising standards, the Client is obliged to allow the Company to remove the material without hindrance or penalty.
27.1 A person who is not a party to the agreement between the Company and the Client shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the Parties.
27.2 The agreement between the Company and the Client cannot be varied except in writing signed by a duly authorised representative of both the Parties.
27.3 The agreement between the Company and Client contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them.
28. Data Protection Act 1998
28.1 The Company uses all collected data in accordance with the Data Protection Act 1998.
28.2 The information the Company hold about Clients remains at all times confidential.
29. Disclaimer of Warranties; Liability Limitation
29.1 The Company makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies.
29.2 The Company will not be held responsible for any damages resulting from products and/or services it supplies. While the Company takes reasonable steps to investigate the materials recommended, the Company accepts no responsibility for the performance or quality of materials or any consequential loss arising from their failure.
30. Changes to Terms and Conditions by the Company
30.1 Terms and Conditions may be changed at any time without prior notice to Clients.
30.2 Notification will be sent to all Clients at the time of the Terms and Conditions alterations.