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 designed to protect your rights, as well as the rights of our staff and artwork. Please acquaint yourself with our Terms and Conditions before submitting any order for illustration, artwork, logo design or graphic design. We are always happy to discuss and tailor our terms and conditions particularly relating to illustration commissions.

 

1.0 Background and Interpretation

1.1 By utilising Daniel James Brown trading as 451 ( 451 ) design services and/or submitting a project via the world wide web, e-mail, phone, fax or in person, to 451 you ( The Client ) agree to the Terms and Conditions of Use ( Terms and Conditions ) as outlined below. The Client has acquainted itself with 451's Terms and Conditions before submitting an order for illustration, artwork, logo design or graphic design ( The Project ).

1.2 If you do not accept these Terms and Conditions, you may not use 451 design services, studio or web site(s).

1.3 In the context of these Terms and Conditions: preliminary designs ( Preliminary Design(s) ) refers to the initial design idea(s) presented to The Client by 451 as part of The Project; design 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 the 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).

1.4 These Terms and Conditions should be read and understood (where applicable in conjunction with any quotation provided by 451 and structure an obligatory agreement between The Client(s) and 451.

1.5 These Terms and Conditions apply in full and exclude all other terms and conditions whether provided by the client or any third party unless previously agreed by 451 in writing.

1.6 451 do, in consideration of the payment to them by The Client of the fees as accepted in the quotation, agree to provide the goods and/or services described in the same quotation subject to these Terms and Conditions. 451 reserves the right to contract out any project / work or part thereof to a third party with prior consent of the client. In this instant the third party contractor will be covered under the Terms & Conditions by 451.

1.7 The Client will co-operate with and act in good faith towards 451 and provide on request such source materials including those listed in the quotation.

 

2.0 Understanding

2.1 Proposals/Quotations

These are based on our knowledge and understanding of The Clients requirements. If as a result of any scoping or specification which 451 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 451 reserve the right to notify The Client accordingly and to charge for additional work done which was not indicated in the original briefing given. If The Client requires any change or alteration to the works stated in the quotation, 451 and The Client shall, prior to any change being implemented, will agree the nature of the change, the procedures for implementation of such a change and the deviation to the quotation in respect of the fees. 451 will continue to provide the goods and/or services described in the quotation until any such change has been formally proposed and agreed by both parties.

2.2 Sketches and comps

The fee quoted for The Project is for the Final Artwork only and does not include any Preliminary Designs, Revisions, layered digital files (Adobe Photoshop and Illustrator raw files), sketches and mock ups.

2.3 Final Artwork

The fee quoted for The Project includes one set of Final Artwork in Print Ready PDF format. A CD of the originating document (Quark Express, 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.

2.4 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 £80 per hour or a mutually agreed upon rate, POA.

2.5 Billable Items

In addition to the fees and costs estimated for The Project, costs incurred for outside services, printing and finishing, messenger, postage and courier services are billable. Travel expenses are billed according to cost.

2.6 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 451, 451 is not liable for the cost, quality, workmanship, condition, or appearance of such items.

2.7 Project Communication

In the course of The Project, 451 will remain in contact with The Client regarding Preliminary Designs, Revisions and scheduling. If The Client fails to provide necessary feedback to 451 regarding any Preliminary Designs and/or Revisions within twenty eight days, The Project may be subject to termination and placement in our Stale Dated database ( Stale Dated ). Any Stale Dated project is subject to a reactivation and unarchiving fee. This fee is at the sole discretion of 451. Any work produced by 451 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 451.

2.8 Term of Proposal

The information contained within any proposals or quotes is valid for thirty days. Proposal/Quotes approved and signed by The Client are binding upon 451 and The Client beginning on the date of The Clients signature.

2.9 Oral Instructions

When instructions or advice are given or received orally by 451, it shall have no liability to The Client for any misunderstanding or misrepresentation, which may arise in relation thereto except in relation to fraudulent misrepresentation. 451 shall have no liability to The Client in respect of the materials.

2.10 Third Party Materials

451 gives no warranty, representation or undertaking in relation to any third party materials or works.

 

3.0 Ordering

3.1 Acceptance

The Client will be deemed to accept the price quoted by 451 on placing of an order.

3.2. Initial Payment

When 451 is in receipt of a signed order form or an acceptance email / fax complete with a non-refundable payment of 50% of the total value of works, 451 will commence work. No work will be entered into until such notification and payment has been received on completion of the agreed work as outlined in the initial quotation. Unless previously agreed in writing (by email, fax or letter) and signed by 451, the client shall pay 451 the monies as prescribed on an invoice without deduction within thirty days of the date of invoice.

3.3 Authorisation

The Client agrees that it authorises its representatives whether employees, agencies or others to place orders on its behalf. 451 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 451 in writing at least four weeks before authorisation ceases and takes over any authorisations made by such person. For clarity all persons and agencies from whom 451 have previously accepted orders are regarded as authorised persons unless otherwise informed as outlined above.

3.4 Approval

Proofing of any artwork created by 451 is The Clients' responsibility including any typographic and layout errors. Once The Client has approved the artwork it will be sent to print. 451 will not be held accountable for any costs or losses incurred as a result of Client error after the document has been approved by The Client and sent to print. The responsibility of any errors found after print lies firmly with The Client any errors resulting after the document has been sent to print will be the sole responsibility of The Client and therefore payment of the design and print will need to be settled in full.

3.5 Purchase Order Numbers

Where The Client operates a specified ordering system it agrees to notify 451 of the relevant details at the time orders are placed. It agrees to provide 451 with all the relevant details to enable 451 to comply with the system. Similarly if The Client subsequently introduces a new or revised ordering system it agrees to notify 451 in writing immediately. In the event that The Client does not notify 451 of any such new system, 451 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 451 to comply with an ordering system for work that 451 has undertaken in good faith as a reason for withholding payment.

3.6 Acceptance of The Project

The Client shall inspect the works regularly and shall inform 451 immediately if it wishes to reject any part of the works (including any Preliminary Designs and/or Revisions) because such do not comply with the quotation or are defective in material and workmanship. If the works do not comply with the quotation or are defective in material and workmanship 451's liability shall be limited to correcting such defects within a reasonable time. The Client shall only be entitled to reject the works because such do not comply with the quotation or are defective in material and workmanship. Rejection without good reason shall be deemed a breach of these Terms and Conditions.

3.7 The Client will be deemed to accept Final Artwork, printed material or goods for The Project unless it notifies 451 within fourteen 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 451 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 451 as unacceptable, 451 if it agrees that the work is unacceptable, reserve the right to be given twenty eight days to redo the work.

 

4.0 Intellectual Property

4.1 Intellectual Property Rights

All Intellectual Property rights, copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by 451 or its agents, in supplying the works and under this agreement will vest in and belong to 451 unless otherwise agreed and specified in writing and signed by both Parties and remain the intellectual property of 451 or its agents respectively and may not be commercially reproduced or re-sold unless by prior agreement with 451.

4.2 Transfer

Unless agreed otherwise in writing prior to commencement of The Project, 451 retain the ownership of all intellectual property rights.

4.3 f agreed in writing prior to commencement of The Project, upon full payment of all fees and costs for The Project, 451 agrees to transfer the ownership of copyright to the client (if applicable). 451 retains the right to utilise any artwork, designs, edits, revisions and work product from The Project in advertising, promotion and other display such as on the 451 website and other 451 assets. All artwork, designs, edits, revisions and work product created in The Project (other than the Final Artwork accepted by The Client) remain the exclusive copyright and intellectual property of 451. Any use of the work associated with The Project by The Client and/or their assigns is strictly prohibited without written, prior permission by 451.

4.4 Ownership of Files

Unless specified otherwise, 451 retain ownership of all files relating to the The Project. will be archived after 3 months after completion of The Project (unarchiving fee will apply if files needed for a new fee).

4.5 Intellectual Property Infringements

451 is not responsible for any intellectual property infringements caused by or relating to materials provided by The Client or its agents. 451 reserves the right to refuse acceptance of any material over which copyright or any other intellectual property right may apply unless adequate proof is provided to us of the right to use such material.

4.6 No Alteration

For the avoidance of doubt, The Client is not permitted to alter, amend, imitate, modify, adapt or translate the Final Artwork except as specifically set out in the quotation or otherwise agreed in writing (email, fax or letter) by 451.

4.7 Licence

In consideration of, and upon payment of, the fees in full, The Client shall have the rights of Use as set out in the quotation. Such rights shall take effect on receipt by 451 of the full amount of the agreed fees. Where no such rights are specified The Client is granted a non-exclusive licence to use the works for the purpose described in the quotation. Rights of Use shall be extended only with the consent of 451 and payment of additional fees.

4.8

451 warrants that it will use reasonable efforts to ensure that the works do not infringe the copyright or other intellectual property right of any third party. However 451 accepts no responsibility for any infringement of copyright or any other intellectual property right to any third party, this responsibility lies firmly with The Client.

4.9 Credit

Unless otherwise agreed, 451 shall be accorded a credit line on all published, printed material, to read

“Designed by 451” or “Designed by 4fiveone.co.uk” or “Designed by Daniel James Brown”.

451 may also include the statements “Designed by 451” or “Designed by 4fiveone.co.uk” or “Designed by Daniel James Brown”, together with appropriate copyright notices, on the Final Artwork.

 

5.0. Confidentiality

5.1 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. 451 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.

 

6.0 Termination Policy

6.1 The Client and 451 may terminate The Project based upon mutually agreeable terms to be determined in writing, any work produced by 451 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 451.

6.2 451 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 451.

6.3 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.

6.4 451 reserves the right to cancel The Project after two months of non contact from The Client. The Client will waive all rights to any refund of monies already paid to 451.

6.5 Force Majeure

451 accept no responsibility if it is unable to carry out any provision of the works for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency The Client may, by written notice to 451, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

6.6 451 shall not be liable to The Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenue, anticipated savings, goodwill or business opportunity, or of any indirect or consequential loss or damage.

 

7.0 Payment Terms

7.1 Schedule of Payment

A Schedule of Payment will be agreed based on our hourly rates. Regular billing periods (bimonthly, monthly) based on hours consumed or periodic approval points will be agreed with The Client at the time the order is placed and if no invoicing dates are agreed the fees shall be billed shall be rendered as follows: 50% Initial Payment and 50% upon completion of the Final Artwork. Otherwise a mutually agreed Schedule of Payment may be agreed in writing.

7.2 VAT

All prices quoted are exclusive of VAT.

7.3 Credit

Subject to paragraph 3.2 above payment of our invoices by The Client is due within fourteen days of the date shown on the invoice, unless agreed otherwise.

7.4 Late Payment

If any sum payable to 451 in relation to The Project is in arrears for more than fourteen days after the due date then 451 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.

7.5 Ownership of Goods

All goods materials and equipment provided by 451 under The Project shall remain the property of 451 until paid for in full by The Client.

 

8.0 Governing Laws

8.1 These Terms and Conditions or any non contractual obligation arising out of it or in connection with it, 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.