TERMS & CONDITIONS
A good business transaction is when both parties fully understand each other.
You’ll find our Terms & Conditions to be fair and above board. They have been developed to protect your rights, as well as the rights of our staff and artwork.
By utilizing the marketing and branding services provided by THE SHAPE you (”THE CLIENT”) agree to the Terms and Conditions of Use (”TERMS AND CONDITIONS”) as outlined below. Please acquaint yourself with our TERMS AND CONDITIONS before submitting any order for marketing, creative, artwork, logo design or graphics design (”THE PROJECT”).
If you do not accept these Terms and Conditions, you may not use THE SHAPE Strategic Marketing & Branding services or web site.
In the context of these TERMS AND CONDITIONS: preliminary designs / strategic proposals “PRELIMINARY DESIGN(s) / STRATEGIES” refers to the initial design / strategic idea(s) presented to THE CLIENT by THE SHAPE as part of THE PROJECT; design / strategic revisions (”REVISION(S)”) shall refer to changes to PRELIMINARY DESIGNS and/or new artwork, within THE PROJECT’s original brief, and AFTER presentation of PRELIMINARY DESIGNS.; final artwork (”FINAL ARTWORK”) shall refer to the artwork that the CLIENT has approved as a completed artwork, and the artwork that CLIENT wishes to take delivery of, as well as obtain copyright transfer of (if applicable).
TERMS AND CONDITIONS – 11/03/2012
1.1 Proposals/Quotes. These are based on our knowledge and understanding of the Clients requirements. If as a result of any scoping or specification which THE SHAPE or its appointed agents may undertake or by any other means we become aware that THE PROJECT to be delivered varies significantly from the prevailing understanding we will inform the Client at the earliest reasonable opportunity. Any such variations may affect the scope delivery schedule and or cost of THE PROJECT. In the event that a proposal is made and accepted but the briefing did not specify fully the type or level of work required THE SHAPE reserve the right to notify THE CLIENT accordingly and to charge for additional work done which was not indicated in the original briefing given. 1.2 Images, illustrations and comps Fee quoted for THE PROJECT do not include any PRELIMINARY DESIGNS, REVISIONS, layered digital files (Adobe Photoshop and Illustrator raw files) and mock ups. 1.3 Final Artwork Fee quoted for THE PROJECT includes one set of FINAL ARTWORK in Print Ready PDF format. A CD of the originating document (Adobe Indesign and support files (flattened & outlined Adobe Photoshop and Illustrator files saved as .eps .tif .jpg) can be provided at an additional cost, POA. Changes to FINAL ARTWORK of THE PROJECT once signed off will be provided at an additional cost, POA, based on the extent and complexity of the changes. 1.4 Overtime Fees quoted for THE PROJECT are based upon work performed during the course of regular working hours (based on a 35 hour week). Overtime, rush, holiday, and weekend work necessitated by THE CLIENTS directive is billed in addition to the fees quoted at £90 per hour or a mutually agreed upon, POA. 1.5 Billable Items In addition to the fees and costs estimated for THE PROJECT, costs incurred for outside services (POA), messengers, and couriers services are billable. Travel expenses are billed according to cost. For all other additional billable items please refer to our rate card. 1.6 Purchasing All purchases made on the Clients behalf will be billed to the client. In all cases, such prices will reflect a markup. Charges for VAT, insurance, storage, and shipping & handling are additional to the price of each purchase. In the event the Client purchases materials, services, or any items other than those specified by THE SHAPE, THE SHAPE is not liable for the cost, quality, workmanship, condition, or appearance of such items. 1.7 Project communication In the course of THE PROJECT, THE SHAPE will remain in contact with THE CLIENT regarding edits, revisions and scheduling. If THE CLIENT fails to provide necessary feedback to THE SHAPE regarding any edits and/or revisions within 28 days, THE PROJECT may be subject to termination and placement in our STALE DATED database. Any STALE DATED project is subject to a reactivation and unarchiving fee. This fee is at the sole discretion of THE SHAPE. Any work produced by THE SHAPE for THE PROJECT will be billable at this time and all artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of THE SHAPE. 1.8 Term of Proposal The information contained within proposals/quotes is valid for 30 days. Proposal/Quotes approved and signed by the Client are binding upon THE SHAPE and the Client beginning on the date of the Clients signature.
2.1 Acceptance THE CLIENT will be deemed to accept the price quoted by THE SHAPE on placing of an order.
2.2 Authorisation THE CLIENT agrees that it authorises its representatives whether employees, agencies or others to place orders on its behalf. THE SHAPE is
entitled to believe that employees and or agencies acting on behalf of THE CLIENT from whom it has previously accepted orders shall be deemed an authorised representative of THE CLIENT whether notified in writing or otherwise. In the event that such persons are no longer authorised to place orders THE CLIENT agrees to notify THE SHAPE in writing at least 4 weeks before authorisation ceases and takes over any authorisations made by such person. For clarity all persons and agencies from whom THE SHAPE have previously accepted orders are regarded as authorised persons unless otherwise informed as
2.3 Approval THE CLIENT will be required to proof all work produced by THE SHAPE and give approval for it to go to print. THE SHAPE will also proof all work. If there
are any mistakes that are not design based, such as typos, THE SHAPE will only take half the responsibility and will only take on half of any additional costs.
2.4 Purchase Order Numbers Where THE CLIENT operates a specified ordering system it agrees to notify THE SHAPE of the relevant details at the time
orders are placed. It agrees to provide THE SHAPE with all the relevant details to enable THE SHAPE to comply with the system. Similarly if THE CLIENT subsequently introduces a new or revised ordering system it agrees to notify THE SHAPE in writing immediately. In the event that THE CLIENT does not notify THE SHAPE of any such new system, THE SHAPE is entitled to regard orders placed or in the system as being subject to the same ordering system previously in operation. THE CLIENT may not use a failure by THE SHAPE to comply with an ordering system for work that THE SHAPE has undertaken in good faith as a reason for withholding payment.
2.5 Acceptance of THE PROJECT THE CLIENT will be deemed to accept FINAL ARTWORK, printed material or goods for
THE PROJECT unless it notifies CUCO within 7 days of receipt that it is unacceptable. Such notification must be in writing setting out clearly the reasons why the work is unacceptable. THE CLIENT agrees not to use work it has deemed unacceptable but to return it immediately to THE SHAPE and to destroy all copies except those needed for the purpose of pointing out what is unsuitable. In the event of THE CLIENT deeming the work provided by THE SHAPE as unacceptable, THE SHAPE if it agrees that the work is unacceptable, reserve the right to be given 28 days to redo the work.
3.0 Intellectual Property
3.1 Copyright Any material or systems or software created by
THE SHAPE or its agents remain the copyright of THE SHAPE or its agents respectively and may not be commercially reproduced or re-sold unless by prior agreement with THE SHAPE. 3.2 Transfer of Copyright Unless specified otherwise, THE SHAPE retain the ownership of copyright. Otherwise in an agreement in writing prior to commencement of THE PROJECT, upon full payment of all fees and costs for THE PROJECT, THE SHAPE agrees to transfer the ownership of copyright to the client (if applicable). THE SHAPE retains the right to utilize ANY artwork, designs, edits, revisions and work product from THE PROJECT in advertising, promotion and other display such as on THE SHAPE website and other SHAPE assets. All artwork, designs, edits, revisions and work product created in THE PROJECT (other than the FINAL design accepted by THE CLIENT) remain the exclusive copyright and intellectual property of THE SHAPE. Any use of this work project by THE CLIENT and/or their assigns is strictly prohibited without written, prior permission by THE SHAPE. 3.3 Ownership of files Unless specified otherwise, THE SHAPE retain ownership of all files relating to the THE PROJECT. These shall be kept for a minimum of 12 months by THE SHAPE and will be archived after 3 months after completion of THE PROJECT (unarchiving fee will apply if files needed for a new fee). 3.4 Copyright Infringements THE SHAPE is not responsible for any copyright infringements caused by or relating to materials provided by THE CLIENT or its agents. THE SHAPE reserves the right to refuse acceptance of any material over which copyright may apply unless adequate proof is provided to us of the right to use such material. 3.5 Credit Unless otherwise agreed, THE SHAPE shall be accorded a credit line on all published, printed material, to read as follows: “Designed by THE SHAPE. www.theshapeof.com”.
4.1 Ownership of Information All trade or professional information other than information in the public domain given to any of the parties or their respective employees by the other shall remain the property of the party giving that information. Each of the parties agrees to use all reasonable means to prevent the disclosure of any trade or professional information not in the public domain to any third party or to any of its employees or agents other than that required to carry out THE PROJECT. THE SHAPE or its agents shall not be liable for any loss or consequence arising from the disclosure of any information provided by THE CLIENT its agents or third parties for the purpose of carrying out or becoming incorporated into THE PROJECT where
THE PROJECT is intended for publication.
5.0 Termination Policy
5.1 the Client and THE SHAPE may terminate THE PROJECT based upon mutually agreeable terms to be determined in writing, any work produced by THE SHAPE for THE PROJECT will be billable at this time and all artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of THE SHAPE. 5.2 THE SHAPE may terminate THE PROJECT if THE CLIENT fails to pay any sum due pursuant to the contract within seven days of the final due date provided that written notice has been supplied. All artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of THE SHAPE. 5.3 Any party may terminate THE PROJECT if the other commits any material breach of any term of the contract and which shall not have been remedied within sixty days of a written request to remedy the same.
6.0 Payment Terms
6.1 Schedule of Payment Based on our hourly rates (See Rate Card). Regular billing periods (bimonthly, monthly) based on hours consumed or periodic approval points. Fee billing: 20% following completion of concept development, 30% upon completion of design development, 50% upon completion of implementation. Otherwise a mutually agreed upon Schedule of payment may be made up in writing. 6.2 VAT All prices quoted are exclusive of VAT. 6.3 Credit Payment of our invoices by THE CLIENT is due within 14 days of the date shown on the invoice, unless agreed otherwise. 6.4 Late Payment If any sum payable to THE SHAPE in relation to THE PROJECT is in arrears for more than 14 days after the due date then THE SHAPE reserves the right without prejudice to any other right or remedy to charge interest on such overdue sum on a day to day basis from the original due date until paid in full at a rate of 8% above the HSBC base lending rate in force from time to time. 6.5 Ownership of Goods All goods material and equipment provided by THE SHAPE under this THE PROJECT shall remain the property of THE SHAPE until paid for in full by THE CLIENT.
7.0 Governing Laws
These TERMS AND CONDITIONS shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.