Terms and conditions
The boring stuff. Sorry.
These terms and conditions apply to all contracts between myself trading as "creatopia" and every customer, "The Client", for design work of every nature provided by creatopia.
1.1 - "Services" means the design service provided by creatopia to the client.
1.2 - "Work" means the product of the service provided by creatopia to the client which encompasses; web design, logo design, all design for print and any other design related product provided.
1.3 - "Client" means any customer be they a person, or a business placing an order with creatopia.
1.4 - "Contract" means the document provided by creatopia to the client detailing the particulars of the order along with the terms and conditions, either by or through a combination of hard copy, faxed copy, or email.
1.5 - "Project" means the process of executing the work proposals detailed in the contract.
1.6 - "creatopia" is the trading name of Martin Lowe, a freelance and contract graphic designer.
2. Application of the Terms and Conditions
The terms and conditions set out herein shall apply to all contracts for the sale of design services by creatopia to the client.
No other terms and conditions shall be binding upon the parties; this contract embodies the entire understanding between the parties.
There are no promises, terms, conditions, obligations, oral or written, expressed or implied, other than those contained herein, or confirmed in writing by creatopia and attached hereto.
2.1 - These terms and conditions shall apply to all contracts for the sale of services by creatopia to the client with the exclusion of any other terms and conditions except those in accordance with figure 2.4.
2.2 - By signing the contract, the client and creatopia shall both be bound by these terms and conditions.
2.3 - creatopia reserves the right to alter, add and subtract from these terms and conditions at any time. The most up to date terms and conditions are available to view online at www.creatopia.co.uk. These online terms and conditions replace any previously agreed and it is the responsibility of the client to make themselves aware of the latest terms and conditions.
2.4 - Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless confirmed in writing by creatopia.
2.5 - All orders for services shall be deemed to be an offer by the client to purchase services in accordance to these terms and conditions.
2.6 - Signing of this contract shall be deemed conclusive evidence of the client's acceptance of these terms and conditions. In the case of all contract negotiations being undertaken by digital communication, an acknowledgement for go-ahead from the client will be deemed as a "Signing of the contract" without the need for a physical signature.
3.1 - Quotes given expire 15 days after the issue date on the contract.
3.2 - If in any case the client wishes to terminate the contract before its completion the client must pay a "Termination Fee" of: £150 To cover wasted time.
3.3 - The Termination Fee (3.2) is taken in addition to any payment received before the date of termination, this includes; 25%, 50% and upfront payments.
3.4 - The project must be completed within 10 weeks of the signature date on this contract; it cannot be postponed or delayed unless otherwise agreed by creatopia in writing and attached hereto.
3.5 - If the project runs over 10 weeks due to client fault, a charge of 15% of the original price quoted on the contract will be applied to the final invoice to cover schedule inconvenience. The contract will also be re-assessed and the client will be quoted appropriately. Figures 3.2 and 3.3 still apply. Any payment made before the re-assessment will be deducted from the final invoice.
3.6 - Print quotes are independent of design quotes, a design contract does not bind the client to print.
3.7 - If any significant changes need to be made to the contract after signing creatopia is entitled to make any changes deemed fit to the quoted price. If an agreement cannot be arranged figures 3.2 and 3.3 still apply.
3.8 - Websites designed by creatopia will have a link (usually in, but not limited to, the footer) back to creatopia.co.uk along with a short portion of text claiming design credit and a small image. Print artwork shall have "Designed by" (or similar wording) along with the creatopia logo and website address. These will be subtle and designed not to interfere with the overall layout of the artwork. An option to remove these is available for a fee of £100. The request to remove these can be made at any time. If requested before the invoice has been sent the fee will be added to the contract quote and will not constitute an unnotified change of quote. If requested after the invoice has been send it will be send as a seperate invoice.
4.1 - The client is legally required to pay the full amount determined above within 30 days from the date specified in the invoice provided on completion of the work.
4.2 - If any payment is not made on or before 30 days after the invoice date, creatopia is entitled to charge interest thereafter per day on the value owed at the rate of 4% P.A. above the current Bank of England base rate.
4.3 - The client is not permitted to make any deductions from the final amount for any reason, any deductions will be at the discretion of creatopia.
4.4 - If the client is not purchasing Hosting and Domain Services with creatopia, the client must purchase both domain name and hosting before any web based work is carried out. In this case the client is the owner and is responsible for their domain and hosting.
4.5 - In the case of print based work, if the client wishes to carry out the printing through creatopia, payment for both design and printing must be received in full before the printing commences.
4.6 - The client must pay 25% of the final amount agreed in the product details section halfway through the project in exchange for all work done to this date, the client understands that this is non refundable in accordance with figure 3.3.
5.1 - The client is liable for any copyright breaches on any content provided by the client to creatopia.
5.2 - All content that is the creation of creatopia is the property of creatopia until the contract has finished and been fully paid (this does not include artwork created before a termination of contract - See figure 5.3), subsequently IP and copyright will pass to the client under the conditions that it is not used for resale or profit (See figure 5.4) and that creatopia retains the right to publish such work as his own for promotion or other uses.
5.3 - Any design work that is used after a termination of the contract is a breach of copyright, for which the client can be held liable.
5.4 - The client is not permitted to resell or make profit from selling work created by creatopia. (If the client wishes to resell work, please ask for a "Resellers Contract" please note, this will affect the quote.)
5.5 - creatopia retains no rights to any concepts or content provided by the client, subsequently creatopia does not retain the right to re-create, resell or distribute any business concepts, text content or images provided by the client.
5.6 - creatopia is familiar with working under NDA (Non disclosure agreements) and is content to sign and work under the rules of such. Artwork will be sent via email for client checking and creatopia cannot be held accountable for any loss of sensitive information either through malicious interception or accidental data loss once any digital files have been sent (see figure 8.5). The client may request all artwork is sent via recorded delivery. This should be specified before quotation as it will affect the costs.
5.7 - Integral artwork on the website www.creatopia.co.uk is copyright creatopia and cannot be used without written permission from creatopia. Client artwork is used as per figure 5.2 and is copyright of its respective owners.
6. Deadlines & Delay
6.1 - creatopia cannot be held responsible for delayed delivery on any work that is due to client fault, for instance: Delay in signing off proofs, delay in providing any content that has been specified as a requirement or any change in the content that has already been provided. creatopia also cannot be held responsible for any delays that are not solely the fault of creatopia, this includes printing delays.
6.2 - After signing this contract if the client needs to shorten or specify a deadline it is not guaranteed that creatopia will be able to meet the requirements.
6.3 - If the client wishes to shorten or specify a deadline creatopia is entitled to make any amendments deemed necessary to the quote provided.
6.4 - In the unlikely case that creatopia fails to meet the agreed deadline the client has the option to cancel the contract with no extra fee. However figure 4.6 still applies, if the client still wishes to use the work, the contract must stand and the client must pay the full amount quoted on completion of the work, in accordance to figure 4.3.
6.5 - Deadlines agreed between creatopia and the client are NOT inclusive of time taken for printing, the deadline agreed in this contract is for design only. The client must bear this in mind when setting the deadline. If the client has a deadline that requires final printed work delivered they should notify creatopia before the commencement of the contract so checks and arrangements can be made to ensure delivery.
7.1 - The client shall indemnify creatopia, keep creatopia indemnified and holds creatopia harmless from and against any breach by the client of these terms of business.
7.2 - Any claim brought against the client by a third party resulting from the provision of work by creatopia to the client and the client's use of the work, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses, howsoever suffered or incurred by the client, creatopia shall not be held liable for.
8.1 - creatopia shall not be held liable for failing to perform to the contract for any reason that is not solely the fault of creatopia.
8.2 - In any event no claim shall be brought unless the client has notified creatopia of the claim within one year of it arising.
8.3 - creatopia shall not be held liable in any case for any damages, loss of anticipated profits, loss of revenue, contracts or any other inconsequential damages that arise from any cause associated with creatopia or the property of creatopia, this includes design work (5.2).
8.4 - All property supplied to creatopia by the client or on behalf of the client shall remain at the client's risk, unless otherwise agreed in writing, this includes; print delivery, data and equipment. The client should insure accordingly.
8.5 - creatopia shall not be held liable for any leak of information or confidential material provided by the client, this includes, a leak or malpractice of any kind by a third party that creatopia has outsourced work to, domain loss due to hacking or as a result of hacking by a third party, password leaking due to theft or any circumstance that is not solely the fault of creatopia.
8.6 - It is the client responsibility to check any to-be-printed artwork for any typographic, spelling, or other errors before 'signing-off'. Once artwork has been signed off by the client creatopia shall not be held liable for any errors and any artwork correction - by creatopia or third party, reprints, delivery and/or any other costs shall be met by the client.
9.1 - creatopia cannot be held responsible for any loss or damage during transit of client property (8.4) or print deliverables. It is up to the client to insure accordingly.
9.2 - Web site delivery will take the form of the website going live and will be executed upon receipt of payment in full. (A CD containing files for backup is available on request.)
10. Applicable Law
10.1 - This agreement shall be governed by and construed in accordance with English law and the client hereby submits to the non-exclusive jurisdiction of the English courts.
11.1 - Headings are included in this agreement for convenience only and shall not affect the construction or interpretation of this agreement.
12. General12.1 - Nothing in this agreement shall confer, nor do the parties intend it to confer, any enforceable right on any third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
12.2 - This Contract shall be governed by the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts in relation to any dispute hereunder.
13.1 - Any notice to be given by either party to the other may be sent by email, fax or recorded delivery to the address of the other party as appearing in this agreement or such other address as the party may from time to time have communicated to the other in writing.
(a) - If such notice is sent by email, it shall be deemed received on the day it was sent unless the contrary is proved.
(b) - If such notice is sent by fax, it shall be deemed received on receipt of an error free transmission report.
(c) - If such notice is sent by recorded delivery, it shall be deemed received two days following the date of posting.
(d) - If such notice is sent by first class delivery, it shall be deemed received four days following the date of posting.
13.2 - By interpretation this contract is deemed confirmed at creatopia's place of business.