Terms of BusinessThese terms shall govern the supply of services and goods by Q Squared Design Limited (“the company”) to its clients (“the client”) may only be varied with the written agreement of a Director of the company.
Concepts, visuals, drafts and proofs of any other material produced by, or on behalf of, the company for the client shall be presented to the client for their style and accuracy. The company shall not, without the clients express instructions be required to take responsibility of legal clearance of any concepts and materials produced under these terms. The client shall bear any additional costs incurred as a result of changes to material submitted from approval, where changes are inconsistent with the clients previous instructions. Changes to brief, and additional work, will be notified to the client and a quotation provided. This will be agreed with the client in advance.
Cancellation of a project should be communicated in writing. In the event of cancellation, the client may be liable for creative fees, costs already incurred on the project.
All charges will be quoted to the client before work commences, however, these are subject to review at any time by the company, to take into account cost fluctuations or of changes to the clients instructions. The verbal or written approval of visuals, designs, estimates, etc from the client gives the company’s authority to proceed. Any goods or services that are bought in specifically for a project will be charged to the client, subject to a handling fee. Any disagreements regarding cost should be communicated in writing within 14 days of the invoice date, otherwise it will be deemed acceptable. Any alteration of invoicing details after 14 days will incur a £25.00 administration charge. Additional charges shall be made for courier or messenger services, extraordinary (out of pocket) expenses such as (but not confined to) including foreign travel, accommodation and subsistence for the company’s personnel when away from company premises. Charges shall be made for any taxes, duties or levies which the company is required by law or industry practice to collect. All charges shall be payable by the client to the company within 14 days of the company’s invoice After 14 days a reminder will be sent, after 30 days another statement will be sent and after 35 days a 7 day notice of legal action will be issued of an unpaid invoice to a third party, after 45 days we reserve the right to re-issue the invoice to the company who initially placed the order and an automatic £25 administration charge will be added to the original cost. Interest may be charged on any overdue payments, at a rate of 8% over the base rate set by the Bank of England from time without prejudice to the company’s right to recover all sums as they fall due.
All items submitted by the client to the company, to enable the company to perform its services, shall remain the property of the client transported, held, and worked on by the company or any third party, at the clients risk. The client shall indemnify the company in respect of proceedings arising from the use by the company of any such materials at the clients request. The company may reject any materials supplied, or selected by the client which appear to be unsuitable for use and additional charges for materials that the company is obliged to acquire in substitution there of.
Copyright and all other intellectual property rights in all ideas and materials created by the company, or on behalf of the company shall remain in the company subject always to the clients right to use and reproduce the said material in the form in which it is created. The client is unable to re-use, reproduce or adapt design work without permission of the company and without payment of a further fee. The company retains the right to use work carried out on behalf of the client for our own self promotion.
Cessation of Work
The company shall be entitled to halt any work undertaken pursuant to these terms in the event that: Any sums due and payable to the company shall remain outstanding for a period of more than seven (7) days beyond the time fixed as stated above: or the client enters into liquidation whether compulsory or voluntary convenes a meeting of its creditors, has a receiver action of consequence, has an administration order made or ceases, or any reason, to carry on business. Such action taken by the company shall be without penalty accrued right that it may have against the client to payment of outstanding charges. Any waiver by the company of its rights under this paragraph shall not prejudice the its entitlement to exercise such rights at any time in the future.
Proposals made by the company to the client are made on a strictly confidential basis and shall not be used by the client, or any third party save for the purposes contemplated and agreed by the client with the company.
The company agrees to treat as secret and confidential and not at any time to disclose to any person or otherwise make use of, anything relating to the clients instructions, providing that this obligation of confidence shall not apply to any information which is in the possession or is free knowledge of the company, or is published or is otherwise in the public domain prior to the receipt or such information by the company, publicly available on a non confidential basis, through no fault of the company, or is received in good faith by the company from a third party appears to have no obligation of confidence to the client in respect there of and who imposes on obligation of confidence on the company. The obligations of confidence referred to in this paragraph shall survive the termination of the company’s relationship with the client.
Status of the Company
The company shall act as a principal and not as an agent, in any dealings undertaken on behalf of the client, provided that, where the company enters into agreements with third party suppliers, any rights or liabilities arising in the relationship between the company and such supplier shall to the client by the company so that, for example, where the supplier excludes, or limits, his liability in such a way as to prejudice the company ability to comply with these terms or with the clients instructions, then those terms shall be amended accordingly.
The company’s liability in respect of any loss or damage sustained by the client, as a result of any breach of any term of this agreement of the company’s negligence or the company’s sub contractors negligence (other than negligence resulting in death or personal injury limited to the company’s total estimated fees payable).
The company shall not be in breach of these terms if there is any total or partial failure of performance by it of its duty and obligation by an act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from, or hindrance in materials, energy or other supplies or trade disputes of whatever nature and any other reason outside the control of either party.
Each party shall at all times comply with the Data Protection Requirements in relation to data. This relates to the Data Protection Act 1998, Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI2003/2426), as amended, extended, re-enacted or replaced from time to time. The Client acknowledges that data may include personal data and that in accordance with Data Protection Requirements, each, Q Squared Design Ltd and the Client shall act as data controller in respect of such personal data as, without prejudice to these Terms and Conditions, they will each separately determine the purposes for which and the manner in which such data is processed. The Client shall indemnify on demand Q Squared Design Ltd for any cost, claim or expense arising as a result of the client: (a) breaching any of the Data Protection Requirements; or (b) causing Q Squared Design Ltd to be in breach of any of the Data Protection Requirements.
English Law shall apply in respect to these terms of business and any claims or disputes in connection herewith.