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Agency Terms

The following terms and conditions refer to Barefaced Studios, trading name of The Barefaced Movement Limited (“the Agency”) and its relationship with its Clients and potential Clients (“the Client”).

It is agreed as follows:

1. INTERPRETATION AND DEFINITIONS

1.1. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine, and vice versa.
1.2. The headings contained in the Terms are for convenience only and do not affect their interpretation.
1.3. “Deliverables”, “Final Works” and “Works” shall mean all those services and assets commissioned by the Client.
1.4. “Project” shall mean the scope of work agreed.
1.5. “Confirmation Note” and “Works Agreement” shall mean the scope of work agreed between the Client and the Agency prior to commencing any work, as outlined in writing in a formal agreement signed by both parties called a Confirmation Note. In some instances, such as during the middle of a project or for retainer clients with a larger volume of work, it may not be pertinent to draft a full Confirmation Note, instead a scope of work for new or revised work may be submitted by the Agency to the Client by email, the Client must then confirm by return email that the new or revised scope of work is correct and that they are happy with any associated fees. Any other agreements made that are not followed up with a Confirmation Note drafted by the Agency or formal scope of work delivered via email by the Agency may not be accepted.
1.6. “Major Round of Amendment” and “Minor Round of Amendment” also known as a ‘round of development’ or a ‘round of revision’ is when we tweak/adjust/improve the chosen design route. Once a design route is chosen, the Client has a specified amount of time, as agreed between us and the Client, to provide their feedback. The amount of time is dependent upon allocated time frames and deadlines but often falls between 48 hours and 1 week. Once all of the Client’s comments, ideas and questions are consolidated and sent to us we then provide a new version and that’s the end of that round of development. This stage can include both ‘major’ and ‘minor’ rounds of development dependent upon the individual agreement and budget. The number of which will be outlined in the Client’s Confirmation Note. A major round of amendment refers to any bigger and more complicated changes. This means revisions such as considerable changing of layouts (moving pictures, texts and images around), changing the order of copy or pages, adding large volumes of copy or significant amounts of copy enough to impact upon the layout, adjusting typography or making changes to illustrations. A minor round of amendment refers to any smaller and less complicated changes. This can mean revisions such as changing short phrases of text, substituting one picture for another without changing the layout, colour tweaks. Of course it is impossible to include every possible scenario in here, and some changes fall between minor and major, so we do our best to keep our Clients well informed along the way.

2. GENERAL TERMS OF BUSINESS

2.1 Quotes

2.1.1. All quotes/estimates are valid for 30 days from the date of submission.
2.1.2. Quotes/estimates are based on the information provided by the Client, including, but not limited to, detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the Client’s requirements change at any time.
2.1.3. Unless otherwise stated VAT will be charged extra.
2.1.4. If the contract or hourly fee has not been fixed for the term of a contract, our hourly agency rates will apply (please see our agency rate card).
2.1.5. The Agency reserves the right to alter the agency rates at any time as business needs dictate.
2.1.6. Quotes/estimates are based on the Agency’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
2.1.7. Any stated timescale is reliant upon the Client providing all required, finalised, high-quality and usable information / copy / images / other assets within the time set out at project initiation.
2.1.8. If any images or other assets provided by the Client are not of high enough quality to be used by the Agency, or other issues arise that may cause delays to the production of the work, such as but not limited to issues with usage rights or amendments to copy submitted after the work has commenced, the Agency reserves the right to charge the Client additional fees should these issues result in extra time being spent by the Agency to create the Deliverables.
2.1.9. Any estimates given by the Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.

2.2. Invoices & Payment

2.2.1. Payment must be made no more than 5 days after date of invoice unless otherwise agreed in writing in advance.
2.2.2. We understand and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 amended by the European Directive 2000/35/EC if we are not paid according to these terms.
2.2.3. All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.
2.2.4. All payments must be in UK Pounds Sterling.
2.2.5. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
2.2.6. The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise. All preliminary work shall be charged at the relevant agency rate (please see our agency rate card) unless a fee is otherwise agreed by the Agency.
2.2.7. When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
2.2.8. The Agency may require full payment in advance, or a non-refundable deposit of at least 25% of the total quote/estimate prior to instigating work on an order. A non-refundable deposit of 50% of the total quote/estimate may be required prior to instigating work on any order subject to the following situations: new clients; clients with a poor payment history; projects valued under £3,000; large, lengthy or complex projects. Where a deposit is required, the balance shall be due in increments of 25% of the total fee due, payable at a time scale agreed prior to the commencement of the project, with the final balance payable no later than 2 weeks upon completion of the work, unless otherwise agreed by the Agency in writing in advance.
2.2.9. If any project exceeds the estimated timeline agreed or extends beyond 12 weeks from approval of quotation (whichever occurs first), the Agency reserves the right to invoice 25% of any outstanding balance, with the remaining 25% payable on completion.
2.2.10. Any Clients who have signed a Retainer Agreement for regular monthly work must issue payment for the monthly bill in full, upfront, before any works are commenced. Unless otherwise agreed by the Agency in writing, the Client must pay the agreed rate for the Retainer Services by the 1st of each month. Any changes to the agreed fees for a Retainer Service must be agreed to by the Agency in writing with no less than 1 months’ notice of the month from which the Client wishes to cease the Retainer or alter the Retainer.
2.2.11. If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 + VAT for each occurrence.
2.2.12. The Project pricing includes the Agency’s fees only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs, travel, transport for specialist equipment, accommodation outside of the M25, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to the Client unless otherwise specifically agreed in writing or otherwise provided for in the Works Confirmation Note or Works Agreement.

2.3 Methods

2.3.1. The Agency reserves the right to sub-contract the fulfillment of an order or project, or any part thereof.
2.3.2. Any images supplied electronically to the Agency will be incorporated into designs without charge – provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop tiffs (300dpi min) for pictures. Any logos that need to be redrawn will be charged extra to the Client. All supplied images requiring scanning or alterations to be charged extra to the Client. Images sourced from external image libraries may incur additional licence/royalty charges that must be paid directly by the Client.
2.3.3. Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
2.3.4. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
2.3.5. The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at the Client’s risk unless otherwise agreed and the Client should insure accordingly.
2.3.6. The Agency may charge rent for storage of goods retained at the Client’s request, or items left with the Agency before receipt of the order or after notification to the Client of completion of the work.
2.3.7. When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.
2.3.8. The Agency shall not be required to use, print, upload or hold any matter which, in its opinion, is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of a third party.
2.3.9. Unless otherwise agreed in writing, work will usually commence within 10 working days of deposit receipt – subject to all briefs, assets, copy, images and other information being submitted in full and to spec to the Agency. Any anticipated completion date provided by the Agency is subject to options chosen and Client co-operation in the provision of information, resource (logos,images etc) and approval. The Agency will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Timelines provided are estimated but the Agency will not be held liable if the project overruns due to delays caused by the Client failing to provide information, content or approval in good time, or any third-party issues or force majeure (act of God).

2.4 Proofing

2.4.1. Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article may be submitted digitally to the Client for approval. The Agency are not able to provide printed proofs – it’s up to the Client to arrange and pay for printed proofs, if desired, through a print supplier or similar.
2.4.2. After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them. In the event that the Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors.
2.4.3. Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g. the client’s printer, the image setter, the monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the Agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the Client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘wet-proof’ on the actual intended substrate with the actual inks to be used – this must be arranged and paid for by the Client with their preferred print supplier. However, as long as the Client accepts there may be inconsistencies across work produced, this step may not be necessary. The Agency does not accept any responsibility for colour variations as a result of these indeterminate factors.

2.5 Insolvency

2.5.1. If the Client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
(a) Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to them;
(b) In respect of all unpaid debts due from the Client have general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

2.6 Force Majeure

2.6.1. The Agency shall be under no liability if it shall be unable to carry out any provision of the contract 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 the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.

2.7 Information Provided by The Client

2.7.1. The Client warrants that the name, address and payment information provided when they place their order with the Agency will be correct and they agree to notify the Agency of any changes in the name, address and/or payment details.
2.7.2. The Client agrees that the Agency may disclose the Client’s name and address where any inquiries are made.
2.7.3. The Client warrants that they possess the legal right and ability to enter into any Agreement and to use the Agency’s services in accordance with any Agreement.

2.8 Warranties and Representation

2.8.1. The Client represents, warrants and covenants to the Agency that:
(a) the Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content;
(b) to the best of the Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any trademarks in connection with the Project does not and will not violate the rights of any third parties;
(c) the Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; and
(d) the Client shall comply with all laws and regulations as they relate to the Deliverables.
2.8.2. the Client further acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Agency;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Works Confirmation Note or Works Agreement;
(c) final proofreading and, in the event that the Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors;
(d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in the Client’s industry.
2.8.3. The Agency hereby represents, warrants and covenants to the Client that;
(a) the Agency will provide the Deliverables identified in the Works Confirmation Note or Works Agreement in accordance with all reasonable professional standards for such services; and
(b) the Agency further represents, warrants and covenants to the Client that;
(i) except for Third Party Materials and Client Content,the Final Deliverables shall be the original work of the Agency and/or its contractors; and
(ii) in the event that the Deliverables include the work of contractors commissioned for the Project provision of the Deliverables by the Agency, the Agency shall have secured agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for the Agency to grant the Intellectual Property Rights provided in this Agreement; and
(iii) to the best of the Agency’s knowledge, the Deliverables provided by the Agency does not infringe the rights of any party and use of same in connection with the Project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Works Confirmation Note or a Works Agreement or contrary to the terms and conditions noted herein, all representations and warranties of the Agency shall be void.
(c) Except for the express representations and warranties stated in a Works Agreement, the Agency makes no warranties whatsoever. The Agency explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchant-ability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

2.9 Termination

2.9.1 A Works Agreement may be terminated by the Client by notice at any time provided all payments that are due have been paid, and the Agency is entitled to invoice the Client for the following payment due, in which case the Agreement is terminated upon payment of all these payments.

2.10 Confidentiality

2.10.1. Each party acknowledges that in connection with an agreed Project it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation “Confidential Information”. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Works Confirmation Note except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

2.11 Notice

2.11.1 All notices shall be made by email or registered mail or by courier to the usual business address or email address of each Party.

2.12 Severance and Public Restrictions.

2.12.1. If any provision of a Works Agreement is declared void or unenforceable by any judicial or administrative authority, this shall not nullify the remaining provisions of the Works Agreement, provided that the cancellation of such provision does not substantially alter the economic interest of either Party in the continued performance of the Works Agreement.

2.13 Governing Law and Jurisdiction

2.13.1. This Agreement is governed and interpreted in accordance with English law. Any dispute arising in connection with this Agreement and which cannot be settled on an amicable basis shall be submitted to the exclusive jurisdiction of the English Courts.

2.14 Limitation of Liability

2.14.1. It is understood and agreed that the Agency will not be liable to the Client, or any agent or associate of the Client, for any mistake or error in judgement or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this agreement.

2.15 Dispute Resolution

2.15.1. In the event that a dispute arises out of or in connection with a Works Agreement, Works Confirmation Note, agreed scope of work or Intellectual Property Provisions, the Parties will attempt to resolve the dispute through friendly consultation.
2.15.2. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not available or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Country of England. The arbitrator’s award will be final, and judgement may be entered upon it by any court having jurisdiction within the Country of England.

2.16 Changes

2.16.1. Unless otherwise provided in the Works Confirmation Note or Works Agreement, and except as otherwise provided for herein, the Client shall pay additional charges for any changes requested by the Client which are outside the scope of the Deliverables on a time and materials basis, at the Agency’s rates in accordance to their current agency rate card. Such charges shall be in addition to all other amounts payable under a Works Confirmation Note or Works Agreement, despite any maximum budget, contract price or final price identified therein. The Agency may extend or modify any delivery schedule or deadlines in a Works Confirmation Note or Works Agreement and Deliverables as may be required by such Changes.

2.17 Testing

2.17.1. The Agency will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to the Client. The Client, within 5 working days of receipt of each Deliverable, shall notify the Agency, in writing, of any failure of such Deliverables to comply with the specifications set forth in the Works Confirmation Note or Works Agreement, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverables. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and the Agency will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to our General Agency Terms and the terms set out in the Works Agreement and/or Works Confirmation Note or scope of work. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.

2.18 Accreditation/Promotions

2.18.1. The Agency retains the right to reproduce, publish and display the Deliverables in the Agency’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
2.18.2. The Agency retains the right to credit themselves on any website built for a Client in the form of short disclaimer, citing the Agency’s business and/or trading name, their role in creating the website and a link to the Agency website in the footer of the Client’s website.
2.18.3. Where the Agency performs discounted or pro bono work the Agency retains the right to credit themselves by way of a disclaimer and/or link to the Agency website on any work produced. The credit must not be removed by the Client. The Client must also credit the Agency where ever the work appears by way of citing the Agency trading name, accompanied by a disclaimer and a link to the Agency website. The Agency will provide an appropriate disclaimer to be used.
2.18.4. Prior to the commencement of any pro-bono or discounted work the Agency will issue the Client with an Agreement which will outline how the works may be used. This will include the type of media the assets may be used on, how long for, in what territories and how the work must be credited.

2.19 Intellectual Property

2.19.1. The Agency cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore, the Agency will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strap line, colour usage, image style and content, product or otherwise.
2.19.2. It remains the Client’s responsibility to seek copyright protection and to conduct appropriate legal trademark screening searches for any creative/intellectual property provided to the Client by the Agency before implementing any designs or other work.
2.19.3. The Agency shall automatically retain any and all Intellectual Property Rights and Copyright of all Work, design/concepts including but not limited to words, pictures, ideas, concepts, visuals, photography, videography and illustrations produced by the Agency.
2.19.4. All unfinished creative work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property, physically, intellectually and in copyright, of the Agency. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
2.19.5. The Agency retains the right to use reproductions of all final or unfinished work, ideas, preliminary work, designs, copy, imagery and other assets produced by the Agency for a Client Project on its website, social media and any other promotional materials or media.
2.19.6. The Agency will license the Client the rights to use the Work for their own promotional and marketing usages, such as on their website, company advertising or social media sites. The Client cannot sell the work to a third party or allow a third party to use the work and pass it off as their own. The Client cannot alter, degrade or use any part of the work for any other purpose than it’s intended usage unless otherwise pre-agreed with the Agency in writing. The Client cannot use the Work in any way that would put the Agency at a financial or moral disadvantage. No part of the Work may be reproduced in any way without the Agency’s prior written consent. If the Client, or any Partner of the Client, makes an unauthorised reproduction of the Work or uses of any Work created by the Agency in any way not authorised by the Agency, the Client will be subject to a fee set by and made payable to the Agency and the Agency may also choose to take legal action against the Client.
2.19.7. If the Client wishes to purchase the Intellectual Property Rights of any Work created by the Agency, the Agency will draw up a Transfer Agreement which will detail the specific terms of the transfer of such rights and the fees required for the Client to buy ownership of the rights.
2.19.8. In the instance that the Agency is working on a project overseen by a Partner, rather than directly with a Client (for example, if the end Client is represented by a Partner), then the same licensing rights apply as outlined in section 2.18 of these Terms. If the Partner wishes to use any imagery, words, designs or other Intellectual Property owned by the Agency on their own website or other promotional materials, this must first be agreed with the Agency in writing. The Agency may charge the Partner a fee for the use of such Intellectual Property and/or require a suitable method of crediting the Work, which must be agreed upon by the Agency in writing prior to the use of the Intellectual Property in this way. If the Partner wants a full transfer of the Intellectual Property Rights this must be agreed in writing between all parties and, should the Client and the Agency be in agreement, a separate Transfer Agreement will be drawn up specifically for the Partner only, which will detail the specific terms of the transfer of such rights and the fees required for the Partner to buy
ownership of the rights.
2.19.9. If a choice of work is presented, only one solution is deemed to be given by the Agency as fulfilling the contract. All other designs, copy and other work remain the property of the Agency and cannot be used by the Client, unless agreed in writing by the Agency that this arrangement has been changed.
2.19.10.If the Client cancels a contract before completion or chooses not to progress with any work, designs or solutions then all works created by the Agency for the Project until the date of cancellation remain the property of the Agency.
2.19.11. The Client may request in writing from the Agency, the necessary permission to use materials (for which the Agency holds the copyright) in forms other than for which it was originally supplied, and the Agency may, at its discretion, grant this. Such permission must be obtained in writing before the Agency will allow any of the aforesaid artwork, images, text, or other data to be used.
2.19.12. Charges for design, photography, videography, illustration, web development and animation work do not cover the release of copyright design files including indd, psd, png, fla or any other source files; if the Client requires these files, they will be subject to a separate quotation or ‘buy-out’ charge and will be subject to the terms of an Intellectual Property Rights License drawn up by the Agency.
2.19.13. For all web related projects, web code is specific to each project and is non-transferable to other projects or third parties. Ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations. It is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.
2.18.14.Any web systems, including eCommerce and Content Management Systems, provided to the Client remain the intellectual property of the Agency and as such no access is given to the source code or database.

2.19 Intellectual Property

2.19.1. The Agency cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore, the Agency will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strap line, colour usage, image style and content, product or otherwise.
2.19.2. It remains the Client’s responsibility to seek copyright protection and to conduct appropriate legal trademark screening searches for any creative/intellectual property provided to the Client by the Agency before implementing any designs or other work.
2.19.3. The Agency shall automatically retain any and all Intellectual Property Rights and copyright all Work, design/concepts including but not limited to words, pictures, ideas, concepts, visuals, photography, videography and illustrations produced by the Agency.
2.19.4. All unfinished creative work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property, physically, intellectually and in copyright, of the Agency. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
2.19.5. The Agency retains the right to use reproductions of all final or unfinished work, ideas, preliminary work, designs, copy, imagery and other assets produced by the Agency for a Client Project on its website, social media and any other promotional materials or media.
2.19.6. The Agency will license the Client the rights to use the Work for their own promotional and marketing usages, such as on their website, company advertising or social media sites. The Agency cannot sell the work to a third party or allow a third party to use the work and pass it off as their own. The Client cannot alter, bastardise or use the work for any other purpose than it’s intended usage unless otherwise pre-agreed with the Agency in writing. The Client cannot use the Work in any way that would put the Agency at a financial or moral disadvantage. No part of the Work may be reproduced in any way without the Agency’s prior written consent. If the Client, or any Partner of the Client, makes an unauthorised reproduction of the Work or uses of any Work created by the Agency in any way not authorised by the Agency, the Client will be subject to a fee set by and made payable to the Agency and the Agency may also choose to take legal action against the Client.
2.19.7. If the Client wishes to purchase the Intellectual Property Rights of any Work created by the Agency, the Agency will draw up a Transfer Agreement which will detail the specific terms of the transfer of such rights and the fees required for the Client to buy ownership of the rights.
2.19.8. In the instance that the Agency is working on a project overseen by a Partner, rather than directly with a Client (for example, if the end Client is represented by a Partner), then the same licensing rights apply as outlined in section 2.18 of these Terms. If the Partner wishes to use any imagery, words, designs or other Intellectual Property owned by the Agency on their own website or other promotional materials, this must first be agreed with the Agency in writing. The Agency may charge the Partner a fee for the use of such Intellectual Property and/or require a suitable method of crediting the Work, which must be agreed upon by the Agency in writing prior to the use of the Intellectual Property in this way. If the Partner wants a full transfer of the Intellectual Property Rights this must be agreed in writing between all parties and, should the Client and the Agency be in agreement, a separate Transfer Agreement will be drawn up specifically for the Partner only, which will detail the specific terms of the transfer of such rights and the fees required for the Partner to buy ownership of the rights.
2.19.9. If a choice of work is presented, only one solution is deemed to be given by the Agency as fulfilling the contract. All other designs, copy and other work remain the property of the Agency and cannot be used by the Client, unless agreed in writing by the Agency that this arrangement has been changed.
2.19.10.If the Client cancels a contract before completion or chooses not to progress with any work, designs or solutions then all works created by the Agency for the Project until the date of cancellation remain the property of the Agency.
2.19.11. The Client may request in writing from the Agency, the necessary permission to use materials (for which the Agency holds the copyright) in forms other than for which it was originally supplied, and the Agency may, at its discretion, grant this. Such permission must be obtained in writing before the Agency will allow any of the aforesaid artwork, images, text, or other data to be used.
2.19.12. Charges for design, photography, videography, illustration, web development and animation work do not cover the release of copyright design files including indd, psd, png, fla or any other source files; if the Client requires these files, they will be subject to a separate quotation or ‘buy-out’ charge and will be subject to the terms of an Intellectual Property Rights License drawn up by the Agency.
2.19.13. For all web related projects, web code is specific to each project and is non-transferable to other projects or third parties. Ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations. It is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.
2.18.14.Any web systems, including eCommerce and Content Management Systems, provided to the Client remain the intellectual property of the Agency and as such no access is given to the source code or database.

2.20 Rights Of Access For Website Construction

2.20.1. The Client agrees to allow the Agency all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The Client also agrees to allow the Agency access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions. The Client agrees to supply the Agency with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

2.21 Cancellations

2.21.1. This agreement may be terminated by either the Agency or the Client, providing written notice is given to the other party in a reasonable time frame, 30 days. upon cancellation of any project, the Agency reserves the right to invoice for all work completed until such time. The Client will be liable for any third-party costs incurred prior to cancellation of the contract.
2.21.2. The Client shall have no right to terminate a contract, alleged breach of contract, or seek any cancellation, reduction or repayment of costs on the basis of style or composition.
2.21.3. Once the Agency has been commissioned to deliver a project or series of projects, the full agreed fee shall become liable. Where no initial fee had been agreed, a sum equivalent to the hourly costs of starting and completing the project will be liable.
2.21.4. The Agency reserves the right to charge a cancellation fee on any scheduled work including, but not limited to, design work, photography, videography for any late cancellations made by the Client as per the following fee structure:
1) Cancellation by the Client with 2 working days’ notice or less – 100% of Fee + any and all expenses.
2) Cancellation by the Client with 3 to 5 working days’ – 75% of Fee + any and all expenses;
3) Cancellation by the Client with 6 to 10 working days’ notice – 50% of Fee + any and all expenses.

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