The Client has requested that the Contractor provides graphic design services concerning matters, including, but not limited to branding, print, website design and conference materials (hereinafter called the “Services”).
1. INSTRUCTIONS AND ARRANGEMENTS
1.1. The Contractor shall provide Services as mutually agreed and confirmed in writing by the Client.
1.2. The Contractor shall work normal office hours which are weekdays (excluding public holidays) between the hours of 09:00 and 17.00. The Contractor does not guarantee to attend to mail, faxes and email correspondence received outside normal office hours other than by prior arrangement.
1.3. The Client understands that the Contractor’s estimated time and cost for undertaking the Service is an informal calculation and that any adjustments to the amount of work, schedule and/or the number of hours and fees is subject to review and renegotiation with the Client during the contracted scope of work.
1.4. An additional fee or hourly rate may be requested if a fast turnaround is required. This shall be discussed and approved by the Client before any work is undertaken.
1.5. An additional fee may be requested if work is required to be undertaken outside normal office hours, for example, during the weekend.
2. EXCLUSIONS AND LIMITATIONS OF LIABILITY
2.1. The Contractor confirms that it is appropriately qualified and experienced to carry out the Services.
2.2. The Contractor shall not be liable to the Client for any failure or delay, or for the consequences of any failure or delay in performance of Client instructions if it is due to any event beyond all reasonable control including, without limitation, Acts of God, or war, industrial disputes, protests, fire, fluid, storm, explosion, acts of terrorism and national emergencies.
2.3. The Contractor may offer to assist with print buying and advise on appropriate materials and printing speciﬁcation. The ﬁnal choice of materials and printing methods shall be the responsibility of the Client and the Contractor shall not be liable for any direct, indirect or consequential losses.
2.4. In performing the Services, the Contractor may need to instruct third parties, for example, printers to act on behalf of the Client. The Contractor endeavours to select third parties of appropriate good standing, but shall not be liable for any default or negligence by such third parties.
2.5. The Client is responsible for registering final designs with the appropriate authorities prior to publishing. The Contractor shall not be liable for any and all damages resulting from claims of design, copyright or trade mark infringement.
2.6. The Contractor shall not be responsible for any loss of profit, loss of any contract or for any indirect or consequential loss or damage which may be suffered by the Client in connection with the Services. The Client agrees not to hold the Contractor responsible for any such loss or damage.
2.7. As a means of communicating information as quickly as possible and also to reduce paper waste, the Contractor uses email for communication with the Client where possible, unless the Client instructs otherwise. Although the Contractor takes every reasonable effort to ensure that email correspondence is secure, the Client should be aware that communications over the Internet are not fully secure and therefore the Contractor cannot guarantee that information which is communicated may not be corrupted or intercepted. Likewise, the Contractor cannot guarantee that every email will reach the intended recipient.
3. CONFIDENTIALITY, DATA PROTECTION AND COPYRIGHT
3.1. The Contractor shall keep the Client’s information confidential and not use it for personal gain or promotion without written consent of the Client.
3.2. By instructing the Contractor, the Client consents and agrees to the Contractor obtaining, processing and using personal data relating to the Client such as names and addresses for records and for the completion of official documents; and, when instructing third parties, to send such personal Client details to these third parties as are needed to carry out the Client’s instructions.
3.3. In order for the Contractor to carry out its obligations to the Client and for other related purposes, including updating the Contractor’s records, credit checking, analysis for management purposes, legal and regulatory compliance, the Contractor may obtain, use, process and disclose personal data relating to the Client. The Contractor will comply with the Data Protection Act 1998 and other relevant data protection legislation.
3.4. The Client has a right of access under the Data Protection Act to personal data that the Contractor holds about the Client. The Contractor will comply with any reasonable request from the Client in this matter.
3.5. The Client declares that it holds the appropriate copyright and/or trademark permissions for any text, images and other data that it supplies for inclusion in the Services.
3.6. Images or illustrations purchased by the Contractor for use in the Services remain the property of the Contractor and may be re-used for other clients/projects according to third party licensing terms associated with that content. Clients shall not use such content in other items, such as print materials or promotional items, or in any other ways which would be inconsistent with the third party’s terms of licensing.
3.7. Upon receipt of payment of all final invoices due, the Contractor shall assign copyright of the final artwork to the Client. Until final payment is received, copyright arising from work carried out under the Services remains the property of the Contractor. Copyright on draft artwork, which does not form part of the final artwork, remains the property of the Contractor.
3.8. Native artwork ﬁles remain the property of the Contractor at all times. Release of artwork ﬁles to the client or to a printer, if requested, shall incur an additional fee of 7% of the total cost of the project.
3.9. The Contractor shall not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material shall conform to all standards laid down by all relevant advertising standards authorities.
3.10. The Contractor reserves the right to refuse to include submitted material without giving reason.
3.11. Any images and/or data that have been included by the Contractor in all good faith and later found to contravene the terms of this Agreement, shall be removed by the Client without hindrance, or penalty. The Contractor shall not be held responsible for any such images or data being included.
4. FEES, PAYMENTS AND RESPONSIBILITIES
4.1. The Client agrees to pay the Contractor a fee of £X per hour OR an agreed flat fee for the Services, plus VAT where applicable.
4.2. All postage, printing and other expenses bought on behalf of the Client’s business including but not limited to photocopying, stationery, lengthy phone calls and travel beyond a local commute shall be chargeable at cost.
4.3. Where a flat fee has been agreed, the Contractor shall submit an invoice for 30% of such fee on commencement of the Services.
4.4. The Client shall appoint a named person who shall be responsible for proofreading and checking of work. For the avoidance of doubt, final proofreading and checking of all work supplied shall be the responsibility of the Client.
4.5. The Client shall report any errors in writing within three (3) days of receipt of final artwork. Errors generated by the Contractor will be rectified in its own time and expense but amendments or alterations requested by the Client thereafter shall be charged at the standard rate.
4.6. The Client shall approve all final artwork in writing.
4.7. After final artwork has been delivered for print/publication, the Contractor shall invoice the Client the remaining balance of the fees.
4.8. Should ongoing project work be suspended or delayed through any default of the Client, the Contractor shall be entitled to immediate payment for work already carried out and expenses incurred.
4.9. The Client shall make all payments by bank transfer to an account as detailed on the Contractor’s invoice.
4.10. Unless otherwise agreed at the outset, the Client shall make payment within 14 days of the date of the Contractors’ invoice.
4.11. The Contractor shall not be obliged to undertake further work once an invoice becomes overdue.
4.12. The Contractor reserves the right to charge the Client interest at a rate of 8% over the bank of England base rate on the amount of any late payment not subject to dispute, applicable from the due date for payment until the actual date of payment by the Client.
5. DISPUTE RESOLUTION
5.1. If the Client has any comments or concerns about the Services or wishes to discuss any aspect of the way in which all instructions are being handled, the matter should be raised with the Contractor in first instance.
5.2. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute which arises out of or under this Agreement.
6.1. The Agreement may be terminated by either party giving not less than thirty (30) days written notice to the other party, whereupon liability will be limited solely to reasonable charges for work executed and in respect of costs associated with services and goods supplied or ordered prior to the expiry of such written notice. If it is possible to cancel services and goods ordered prior to expiry of the written notice, charges will only be in respect of costs incurred and if applicable any cancellation charges made by suppliers.
7. THIRD PARTIES
7.1. The Contracts (Rights of Third Parties) Act is specifically excluded from this Agreement.
8. SURVIVAL OF CAUSES OF ACTION
8.1. The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
9.1. If any part of the terms this Agreement is found by any Court or authority of competent jurisdiction to be illegal, invalid or unenforceable, then that provision shall, to the extent required, be severed and shall be ineffective but without affecting any other provision of this Agreement, which shall remain in full force and effect.
10. GOVERNING LAW
10.1. This Agreement shall be subject to and construed in accordance with the laws of England and Wales.
10.2. Unless the context requires otherwise references to the singular include the plural and references to the masculine include the feminine and vice versa.
10.3. The headings contained in this Agreement are for convenience only and do not affect their interpretation.
11. NOTICES AND AMENDMENTS
11.1. This Agreement shall not be amended except by written instrument signed by both parties. Any notice or other communication in connection with this Agreement shall be in writing and hereunder deemed effective when transmitted by post or email to the Contractor or Client.