The following Terms and Conditions of Business apply to all products and services provided by Design It. All work is carried out by Design It on the understanding that the client has agreed to and accepts Design It’s Terms and Conditions of Business.
In these Terms and Conditions of Business the ‘client’ means the person, firm or company to be supplied with the work. The ‘work’ means the goods or materials to be supplied and/or the services to be undertaken under the contract of which these conditions form part.
The acceptance by the client of a quotation/estimate or the placing of an order by the client for the supply of work, however given, shall include acceptance by the client of these conditions which shall supersede all previous negotiations and representations. These conditions are the only terms or conditions upon which Design It supplies work and they shall form part of and govern any contract between Design It and the client for the supply of work.
No Terms and Conditions referred to or imposed by the client and no addition to or variation of these conditions shall have affect unless expressly agreed to in writing and signed by a duly authorised representative of Design It.
The Client Responsibilities
The client acknowledges that it shall be responsible for providing Design It with the information, technical or otherwise, required to produce the work. The client will be responsible for final proofreading unless otherwise agreed in writing. In the event that the client has approved proofs submitted, but errors such as, but not limited to, typographic errors or misspellings, remain in the finished product; the client shall incur the cost of correcting such errors.
The client must insure any of its property which is supplied to Design It and Design It accepts no liability for any loss or damage to property left in its possession howsoever caused.
Quotations and estimates shall remain valid for a period of 30 days (quotation period) from the date indicated in the document. After the quotation period has elapsed, the costs indicated in any quotation/estimate may be subject to adjustment. Clerical errors and omissions are subject to correction.
The price for the work shall be in accordance with any quotation/estimate if the order is received by Design It within the quotation period.
The price stated in any quotation/estimate is subject to variation at the sole discretion of Design It at any time after acceptance if there is any increase in the production costs of Design It arising as a result of a failure by the client to disclose its requirements in full.
Quotations/estimates cover only the work and/or items specified thereon. The client’s corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will be added to and will form part of the price and will be charged and paid for at Design It’s current rates. When style, type or layout is left to Design It’s discretion, changes requested by the client will be charged and paid for at Design It’s current rates.
When a quotation/estimate for work is not requested, the client will be charged at Design It’s current rate for the work and the final price is not negotiable.
Unless otherwise stated, the price for the work excludes the cost of packaging and delivery to the client and the client shall, in addition to any price payable for the work, pay all duties, charges and taxes on the work, including, for the avoidance of doubt, any value added tax payable thereon.
Unless otherwise expressly agreed in writing, payment for the works will be due within 30 days from the invoice date. Design It reserves the right to invoice the work in stages when the project commissioned is expected to exceed or be incomplete within 60 days of commencement.
Design It may, at any time, require the client to make payment in advance of delivery or otherwise provide adequate security for the payment of all amounts payable under the contract. In default, Design It may amend the terms of delivery or payment and/or cancel any outstanding balance of order.
Design It reserves the right, without prejudice to any other rights which it may have, to charge interest in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998. Accounts which remain outstanding for 30 days after the date of invoice, may incur an extra charge of 2% per month of the outstanding amount.
The client shall not be entitled to retain, deduct or defer any sums whatsoever due to Design It under the contract on account of any dispute, cross-claim or set-off which it might have with Design It.
Any claims by the client concerning any invoice must be made within either three days of receipt or five days from the date of the invoice.
While every effort will be made by Design It to effect delivery in accordance with any prearranged dates, no guarantees as to the dates of delivery by Design It are to be implied and Design It will not accept liability for any loss or damage occasioned by delay in delivery howsoever caused. Should delivery of work be required in less than the normal time requisite for its proper production during ordinary working hours, every effort will be made to secure freedom from defects, but reasonable allowance shall be made by the client in such cases.
Passing of Property to the Client
Title in the work shall not pass to the client until Design It has received payment in full.
Notwithstanding that, property and title in the work may not have passed to the client, Design It may maintain an action for the price of the work supplied and nothing in this clause shall confer any right upon the client to return the work or refuse or delay payment for it.
Any materials used by Design It or its agents or sub-contractors in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives, electronic artwork storage and the like shall remain its exclusive property.
The copyright and any other intellectual property rights in the work shall remain with Design It unless Design It agrees in writing to the contrary, in which case Design It reserves its right to levy an additional charge in respect of any assignment of the same, provided always that where Design It designs a logo or mark for the client, the client shall not be restricted in its use once Design It has received payment in full for the price of the work.
All intellectual property rights to any material created by Design It and shown as a pitch or presentation remains with Design It. All ideas, concepts and designs of Design It which are disclosed to a client as part of a pitch or presentation are confidential and are to remain the property of Design It. The client shall not use any such ideas, concepts or designs itself or disclose them to a third party without the written permission of Design It. Any ideas, concepts or designs put forward by Design It to the client which are either rejected by the client or which do not form part of the final implemented work for any reason shall be the confidential know how of Design It and the client shall not seek to use such ideas for any purpose. If a choice of design or concept is presented, only one solution is deemed to be given by Design It as fulfilling the contract. If more than one design is chosen by the client and this was not provided for in the agreed brief for the work an additional fee may be payable by the client. All other designs and concepts remain the property of Design It unless otherwise agreed in writing.
The client should be aware that any third party providing a service under these terms may retain the copyright for any illustration or photography work produced and may request the return of any original artwork.
Design It shall use its reasonable skill and care in providing the works and shall not be liable to the client for any loss arising out of the contract of which these conditions form part other than for loss directly resulting from breach.
The liability of Design It or its agents or sub-contractors shall be limited as follows:
- In no circumstances shall they be liable for incidental or consequential loss including (without prejudice to the generality of the foregoing) loss of profits or loss of production suffered by the client or others;
- Liability in respect of defective or faulty work shall be limited to (at its option) either rectifying the defect or fault or replacing the work or crediting the invoice price of the work;
- Without prejudice to paragraphs (1) and (2) of this sub-clause in no circumstances shall they be liable for any loss or damage in excess of the invoice price of the work or any part thereof in respect of which a claim is made.
In no circumstances shall Design It be liable for the acts or omissions of any person who is not a party to the contract of which these conditions form part.
Proofs of work will be submitted for the client’s approval and Design It shall incur no liability for any errors not corrected by the client in proofs so submitted. The client’s alterations and additional proofs necessitated thereby shall be subject to an extra charge.
Design It cannot accept any liability arising from the loss of data or artwork due to computer failure outside its control.
Design It is in no case to be liable for any loss or damage to any artwork or data created, left in its possession, unless the client has given written instructions requiring such artwork to be retained and has paid a storage charge including any charge for insurance. Artwork created is archived at the discretion of Design It who is not obliged to retain artwork indefinitely.
Each party acknowledges that it may, in connection with these terms and conditions, receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation preliminary works. 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 agreement, 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.
Design It shall not procure the publication of any matter which in its opinion is or may be of an illegal or defamatory nature or which may give rise to any liability on its part.
The client shall keep Design It and all its employees and agents indemnified from and against all costs, claims, demands, expenses, fines, penalties and all liability whatsoever which may be made against Design It, its employees or agents or which Design It, its employees or agents may sustain, pay or incur arising out of or in connection with any illegal or defamatory matter printed for the client or any infringement of trade marks, copyright, patent or design. This indemnity is given to Design It for itself and for its employees and agents and as agent for such employees and agents. Unless Design It expressly agrees otherwise, it shall not be under any obligation to make any search or enquiry with regard to third party rights such as trademarks, registered designs or market searches.
By supplying text, images and other data to Design It for inclusion in the work, the client declares that it holds the appropriate copyright and/or trademark permissions. By supplying images, text or any other data to Design It the client grants Design It permission to use this material freely in the pursuit of the design. The client agrees to fully indemnify and hold Design It free from harm in any and all claims resulting from the client not having obtained all the required copyright and/or necessary permissions.
Design It shall accept no liability whatsoever for any error or omission in the publishing or advertising of any material in any media including newspapers, magazines, television and the internet.
Every effort will be made to perform any contract between Design It and the client in accordance with its terms but due performance is subject to such variation (including suspension or cancellation) as Design It may find necessary as a result of inability to secure labour, material or supplies or as a result of any act of God, war, strike, lock-out or other labour dispute, fire, flood, drought, legislation or order of any public authority or other cause, (whether of the foregoing class or not) beyond the control of Design It or its suppliers and Design It shall not be liable for any inability to deliver in accordance with the contract caused by any such contingency.
If the client shall make default in or commit a breach of the contract or of any of its obligations to Design It or for any distress or execution shall be levied on the client’s property or assets, or if the client shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against it, or if the client is a limited company and any resolution or petition to wind up such company’s business (other than for the purposes of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such a company’s undertaking property or assets or any part thereof shall be appointed, Design It shall have the right forthwith to determine the contract upon written notice to the client.
Upon any lawful determination of the contract Design It shall be entitled to immediately recover from the client (notwithstanding that any period of credit extended to the client may not have expired) all sums then due (and outstanding) to Design It under the contract (including any accrued interest and other charges properly levied in accordance with the terms thereof) and all losses arising to Design It as a result of determination.
Termination by Design It of the contract which these conditions form part for whatever cause shall be without prejudice to any other claim or right of Design It might make or exercise.
Design It retains the right to reproduce, publish and display the work, digitally or otherwise, in its portfolios, in design periodicals and other media to aid professional advancement, and to be credited with authorship of the work 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.
Design It retains the right to place a small credit on printed material or to create a link to Design It’s website on digital publications.
Design It is free to sub-contract the whole or any part of the work.
Design It and its clients agree to comply with any printer’s Terms and Conditions of Business which may include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. Design It recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
The client agrees to Design It’s definition of acceptable means of supplying data to the company. Images supplied by the client in an electronic format are to be provided in a format as prescribed by Design It and must be of a quality suitable for use without any subsequent image processing. Design It will not be held responsible for the quality of reproduction of any images supplied by the client.
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.
Design It offers third party hosting services, but cannot guarantee continuous service and will accept no liability for loss of service, however caused. Fees for hosting are due at the commencement of any period of service and are nonrefundable. Fees due to any hosting companies organised by the client are the responsibility of the client and Design It is not liable for their payment or their renewal, including domain names, which are the sole responsibility of the customer/domain owner.
Design It cannot guarantee the availability of any domain name. Where Design It is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.
Any notice to be given by Design It shall be deemed to be given upon it being posted or sent electronically to the client’s registered office or last known address or, in the case of an individual or firm to its last known address.
These conditions and all other expressed terms of the contract shall be governed and construed in accordance with the laws of England and any dispute shall be settled in the English Courts.
Revised and publshed June 2018.