Terms and Conditions
“Agreement” means these Terms and Conditions together with the Agreement and the Estimate. ”the Company” shall mean Too Much White Space Limited. “Client” shall mean the Client of Too Much White Space Limited for whom the services are performed. “Services” shall mean all work performed by the Company on behalf of the Client. “Estimate” shall mean the Estimate or Quote for the Services provided to the Client by the Company. “Design Process” The “Design Process” refers to a linear sequence of creative events across printed and online projects that has a start and an end point. “PO” means Purchase Order. “VAT” means Value Added Tax.
These Terms and Conditions shall apply to all Agreements for the supply of Services by the Company to the Client. Before the start of the Services the Company will submit an Agreement to the Client with an Estimate. The Company shall use reasonable endeavours to complete the Services within any estimated time frames. The placement of an order offered in writing by the Company and/or validated by the Client’s payment of the agreed advance payment on account constitutes acceptance of the Estimate and Agreement to comply fully with the Agreement and forms a contract for business between the Company and the Client.
All charges and prices for services carried out by the Company are subject to VAT (where applicable) at the prevalent rate.
Copyright is retained by the Company on all design work including words, pictures, ideas, visuals unless specifically released in writing and after all costs have been settled. The Company accepts no responsibility for text, images, artwork or any other content provided by the Client.
If a choice of design is presented, only one solution is deemed to be given by the Company as fulfilling the contract. All other designs remain the property of the Company, or rightful copyright or trademark owner, unless agreed in writing that this arrangement has been changed.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form.
Acceptance of Services
The Company will provide the Client with a Estimate, all estimated prices quoted, whether written or verbal, are for the listed or mentioned services only. If the Client wishes to proceed, the Company reserves the right to request 50% of the quoted fee in advance of commencement. Work will not commence until the Company has received this amount. Any additional services required to complete the project will be quoted for in advance and charged accordingly. Print buying, distribution, storage, deliveries and mailings are additional.
Acceptance of this estimate may also be received via email and therefore would not require a written signature. The Client agrees to submit the Company with all the necessary materials, electronic or otherwise, required to create and complete the Services, and to supply them in a timely manner, failure to this will result in the Company raising an invoice for work to date.
All projects are planned to an agreed schedule. Non-adherence to this schedule by the Client may result in compromising final delivery deadlines. If this is likely to occur, the Company will advise the Client as soon as this becomes evident and suggest an alternative solution where feasible. This may incur additional costs. Whilst every effort will be made to achieve agreed delivery, the Company cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of the Company’s control, (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock out or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery when available.
Whilst taking every care to protect all media and correspondence supplied, the Company cannot accept liability or be held responsible financially or otherwise for any loss. Disputes will not be entered into.
The Company cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore the Company 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, strapline, colour usage, image style and content, product or otherwise.
The Company will have a lien over any product, data or materials if all payments due from you have not been paid and cleared in full within 1 month from the date of the invoice. We reserve the right to withhold supply of goods.
Where there is a change of brief, the Company will inform the Client in advance of any extra costs likely to be incurred.
All work is billed either monthly or on completion of project stage, or the relevant hourly charge as previously agreed. A signed purchase order (preferably with a PO number and project value) will need to be raised for the full quoted and agreed amount before work can commence on any job. A separate PO may need to be raised for any additional services.
The Company reserves the right to use both initial creative concepts and final approved design work for the purposes of the Company’s marketing activities (both online and offline) unless otherwise requested/agreed with the Client.
The Company reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice. We will post notice of the change on our site or notify you in other ways we deem appropriate to keep you informed.
Design Process (print and digital)
The Design Process will vary depending on the size of the project and how it evolves. It is broken down into four stages. The Design Process The Client agrees to sign-off at the end of each stage before the Company proceeds to the next.
Stage 1 – Purpose meeting and briefing agreement.
Stage 2 – Design concepts.
Stage 3 – Design development.
Stage 4 – Final production or artwork.
Alterations, Amendments, Revisions and Changes
The Client agrees that changes over and above the estimated work, or required to be carried out after acceptance of the draft design, will be liable to a separate charge. The Client further agrees that the Company accepts no responsibility for any amendments made by any third party, before or after a design is published.
Once final proofs/materials have been signed off, the Company cannot be held responsible financially or otherwise for any errors relating to print or any end product.
Digital Design Only
The Company will provide the customer with the opportunity to review the resulting work once the project is completed. The Company will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to The Company by e-mail or fax and confirmed by post.
The Company will consider that the client has accepted the completed project, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
Where the Client has commissioned their own printer the Company will provide standard artwork which is set to a default specification. If the Client requires additional specifications these will be chargeable. The Company accepts no responsibility for the outcome of any print that the Client has commissioned themselves whatever the cause for the outcome. The Company may offer print buying as a service but accepts no liability whatever the cause for the outcome.
Text is to be supplied in one file to the Company in electronic format as standard text (.txt), MS Word (.doc) via e-mail or drop box. Images which are supplied in electronic format are to be provided in a format as prescribed by the Company via e-mail or drop box. Images must be of a quality suitable for use without any subsequent image processing and the Company will not be held responsible for any image quality which the Client later deems to be unacceptable. The Company cannot be held responsible for the quality of any images that have been scanned. Additional expenses may be incurred by the Company for any necessary action including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry Services. Such costs, including a service charge, will be borne by the Client.
Duration of Services
Estimated Services duration should be deemed to be from the date that cleared funds are received by the Company for the initial payment or by a date confirmed in writing by the Company. The Company will use reasonable efforts to complete the work within any estimated timescale.
Traveling time will be charged on a time charge basis at the rate prevailing. All meetings called by the Client will be chargeable at our prevailing hourly rate.
Copyrights and Trademarks
By supplying text, images and other data to the Company the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner. Any artwork, images or text supplied and/or designed by the Company on behalf of the Client, will remain the property of the Company and/or its suppliers. The Company asserts the right to be identified as the author of the artistic work contained in the Services provided.
By supplying images, text, or other data to the Company the Client grants the Company permission to use this material freely in the pursuit of the design. Should the Client or the Company submit an image, text, audio clip or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow the Company to remove and/or replace the file. The Client agrees to fully indemnify and hold the Company free from harm in any and all claims resulting from the Client not having obtained all the required copyright, and/or any other necessary provisions.
Rights of Refusal
The Company will not include in its designs any text, images or other material that it deems to be immoral, offensive, or illegal. All advertising material must conform to all standards laid down by the relevant standards authorities.
In the event that the Client wishes to cancel the Agreement, the Client agrees to provide 1 weeks notice in writing to the Company. The Client will be invoiced for all work completed to date plus, but not limited to, any cancellation charges necessarily incurred via third parties or others involved in the Services and contracted to the Company. In the event a Client wishes to cancel artwork booked into the Company’s studio within 48 hours of the confirmed start date, the Client is subject to charges dependent on the Company discretion.
Except in the case of death or personal injury caused by the Company’s negligence, our liability under or in connection with this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the cost of the services provided by the Company under this Agreement. The Company reserves the right to use sub-contractors, agents and companies and any work, content, Services and usage is bound by their terms and conditions. The Company will not knowingly perform any actions to contravene these and the Client also agrees to be so bound. The Client, in respect of any work in connection with the Services performed or to be performed by any person other than the Company, shall hold such person responsible for the competence and performance of the Services.
All Estimates given by the Company will be valid for 30 days from the date of the Estimate. If the Client’s final order changes from the original Estimate the Company reserves the right to vary the Estimate or decline to re-estimate.
The Client will endeavour to settle invoices from the Company as soon as they are received but by the latest 30 days from the date of issue. Any client queries concerning the accounts must be submitted to the Company in writing within 10 days of the invoice date. Should full payment not be received within 30 days after the Client’s receipt of an account from the Company the sum outstanding shall bear interest in accordance with the Late Payments of Commercial Debts (Interest) Regulations 2002, where the regulations apply, and interest equivalent to the Bank of England base rate plus 8% will be applied and work on the Services to be provided may be suspended until full payment is received.
The Company reserves the right to consider an account in default if it remains unpaid for more than 30 days from the date of invoice, or following a returned cheque. Following those events the Company shall be entitled to access the client’s premises and remove its material, and/or the Client’s material, from any or all computer systems until the amount due has been paid in full and the Client will indemnify the Company from the costs of so doing. This removal may include, but is not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the Client of obligation to pay the due amount. For accounts remaining in default the Client agrees to pay the Company reasonable legal expenses and third party payment collection fees in the enforcement of these terms and conditions.
Any notice to be given to either party to the other may be served by e-mail, personal service or by post to the address of the other party and will be deemed to have been received by the other party on the same day that the e-mail is sent, or the same day the notice is personally delivered, or the day the notice arrives in the post.
These Terms and Conditions, together with the Estimate and the Agreement, contain the entire Agreement between the parties.
No Third Parties
Nothing in this Agreement is intended to, nor shall it confer, any rights on a third party.
In signing the Agreement, you authorise us to retain your details and we reserve the right to disclose these details to a third party should this be necessary to complete our obligations under this Agreement or in the event of non-payment of any sums due. Other than as already stated, we will not release your details.
If any part of this Agreement is found to be invalid or unenforceable, then the remainder of these Terms & Conditions will not be affected but will remain valid and enforceable. This Agreement shall in all respects be governed by English Law and shall be deemed to have been made in England and both parties agree to submit to the nonexclusive jurisdiction of the English Courts. The entire agreement comprises the signed Agreement, the Estimate, and these Terms and Conditions.