The following terms & conditions refer to Rhubarb Design House (“the Agency”) and its relationship with its clients and potential clients (“the Client”).
GENERAL TERMS & CONDITIONS OF BUSINESS
1. QUOTES & PRICES
All quotes/estimates are valid for 30 days from the date of submission.
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.
Unless otherwise stated, fonts, photography, stock images, recorded media, printing, delivery, copywriting and VAT may be charged extra.
If the contract or hourly price has not been fixed for the term of a contract, the Agency’s standard hourly rate will apply.
The Agency reserves the right to alter the standard hourly rate at any time as business needs dictate.
Quotes/estimates are based on the Agency’s current costs of production and unless otherwise agreed are subject to amendment at any time after acceptance to meet any rise or fall in such costs.
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.
Any stated time-scale is reliant upon the Client providing all required information/copy/images within the time set out at project initiation.
2. SOURCE FILES
The Agency will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.
Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, ai, or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.
The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
Any logos that need to be re-drawn may be charged extra at the Agency’s standard hourly rate. All supplied images requiring scanning or alterations may be charged extra at the Agency’s standard hourly rate. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.
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.
The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous 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.
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 Client’s risk unless otherwise agreed and the Client should insure accordingly.
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.
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.
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 libellous nature or an infringement of the proprietary or other rights of a third party.
Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
Printed proofing is available at request of the Client, and may be charged for by the Agency.
After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them.
After approval of designs, any further amendments requested by the Client will be charged at the Agency’s standard hourly rate.
The Client must supply amendments in the form of a clearly labelled email or text document, or on a marked up PDF. Each communicated set of changes will constitute as a round of amendments.
Unless otherwise agreed, quotes and estimates will include up to 2 rounds of amendments. Wholesale changes to supplied content, do not qualify as ‘normal’ amendments and may be charged extra to cover the additional design time.
Unless otherwise agreed, the Agency will endeavour to complete amendments within 48 hours during the normal working week.
Upon payment in full for delivered work, the Agency (Licensor) grants a Worldwide, Royalty Free, Sole, Irrevocable, Perpetual licence to the Client (Licensee) to reproduce and to publish the work. No licence is given to the Client to reproduce or publish materials created during the development of the final deliverables, for example material that is used in pitches and presentations.
To produce work, the Agency may need to obtain licences for third party assets including but not restricted to fonts, photography, stock images and recorded media. It may be necessary for the Client to obtain licenses for the use of third party assets before they can publish the work in which case the Agency will advise during the design process.
7. INVOICES & PAYMENT
Payment must be made by the Client no more than 30 days after date of invoice unless otherwise agreed by the Agency in writing in advance.
The Agency will exercise their statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 if they are not paid according to these terms.
All work remains copyrighted to the Agency until settlement of relevant fee account.
All payments must be in UK Pounds Sterling.
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.
The Client shall pay for any preliminary work which is produced at their request, whether experimentally or otherwise.
A minimum of 50% cancellation fee is applicable on all work executed by the Agency should the Client cancel their contract/order. The total amount will be determined by the Agency, and will be enough to cover the Agency’s time, resource and costs.
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.
The Agency may require payment in advance, or a deposit prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
If a Client’s payment is returned by the bank as unpaid for any reason, the Client will be liable for a charge equivalent to 1 hour at the current standard hourly rate for each occurrence.
8. INFORMATION PROVIDED BY THE CLIENT
The Client warrants that the name, address and payment information provided when placing an order with the Agency will be correct and agrees to notify the Agency of any changes in the name, address and/or payment details.
The Client warrants that they possess the legal right and ability to enter into this Agreement and to use the Agency’s services in accordance with this Agreement.
If the Client ceases to pay his debts in the ordinary course of business or cannot pay his 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;
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 him;
and, in respect of all unpaid debts due from the Client have a 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.
10. FORCE MAJEURE
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, epidemic/pandemic, 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.
The Client shall indemnify the Agency and keep them indemnified and hold them harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by the Agency in consequences of the Client’s breach or non-observance of this Agreement, or arising out of claims based upon or relating to the Agency’s work for the Client or any claim brought against the Agency by a third party resulting from the provision of any Services to the Client and their use of them.
The Agency will notify the Client promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford the Client the opportunity to participate in the defence of such claim, provided that the Client’s participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.
12. LIMITATION OF LIABILITY
All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to the following sub clause:
Nothing in these terms and conditions shall exclude the Agency’s liability for death or personal injury resulting from their negligence.
In any event, no claim against the Agency shall be brought unless the Client has notified the Agency of the claim within one year of the issue arising.
In no event shall the Agency be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.
14. GENERAL TERMS
These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and Wales and the Client hereby submits to the non-exclusive jurisdiction of the English and Welsh courts.
The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, the Client confirms that they have not relied on any representation other than those expressly stated in these terms and conditions and they agree that they shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
The Client acknowledges that no joint venture, partnership, employment, or agency relationship exists between them and the Agency as a result of their use of these services. The Client agrees not to hold them-self out as a representative, agent or employee of the Agency. The Client agrees that the Agency will not be liable by reason of any representation, act or omission to act by the Client. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of their other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with the Agency’s terms and conditions.
If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
This Agreement takes effect on the date on which the Client orders services of the Agency. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all the Agency’s terms and conditions.
The Client shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
15. SERVICE LEVEL AGREEMENTS
A Service Level Agreement (SLA) is an agreement to provide design services or support work up to an agreed number of hours per month.
The hours provided in a SLA can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.
Once an account handler at the Agency has been given a job brief as part of the SLA, should the work be anticipated to take longer than 5 hours, upon request of the Client, the Agency will endeavour to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.
For each job requested by the Client as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time allowance.
The hours worked as part of a SLA, shall be during the normal working week. Unless otherwise agreed, no more than 5 hours can be used in 1 working day.
All hours worked as part of a SLA are recorded and can be forwarded to the Client on request. Once a Client approaches the final two hours of their SLA allowance, the Agency will endeavour to notify them automatically via email, providing the opportunity to purchase another SLA.
Any hours that have not been used within the SLA time period, will not be refunded, but a previously agreed number of hours may roll-over into the next time period. Although the Agency reserves the right to increase the standard hourly rate as business needs dictate, the hours in a SLA will be honoured at the original rate at which they were purchased for the duration of the contract, but for a maximum of one year, after which time, any roll-over hours will be applied to subsequent time periods at the new hourly rate.
16. DESIGN CREDITS
The Client agrees to allow the Agency to place a small credit on printed material, exhibition displays, advertisements and/or a link to the Agency’s own website on the Client’s website. This will usually be in the form of a small line of text placed towards the bottom of the page.
The Agency shall have the right to photograph all completed designs or installations and shall have the right to use such photographs for publication, exhibition, or other promotional purposes.
The Client also agrees to allow the Agency to place designs and websites, along with a link to the Client’s website on the Agency’s own website for demonstration and test purposes and to use any such designs in its own publicity and portfolios.
ADDITIONAL PRINT TERMS & CONDITIONS
Standing matter and printers’ materials of any kind are effaced or disposed of immediately after the order is executed unless written arrangements are made for retention in advance.
The Agency shall not be required to work to tolerances closer than those applicable to the materials obtained by them in the ordinary course of trade. No liability shall arise from variation in the standard, quality and performance of such materials.
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon a margin of 5% being allowed for shortage, the same to be deducted.
18. MATERIALS SUPPLIED BY THE CLIENT
The Agency will not be responsible for imperfect work caused by defects in or unsuitability of material and equipment supplied by the Client. The Agency will not be responsible for Client’s material wasted in course of production. Extra costs incurred through the use of defective materials or equipment supplied are for the Client’s account.
The Agency may reject any paper, plates or other materials supplied or specified by the Client which appear to them to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged to the Client.
Quantities of materials supplied by the Client shall be adequate to cover normal spoilage.
19. MACHINE READABLE CODES
The Client shall be responsible for satisfying themselves that the code or symbol (e.g. QR code or barcode) will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
The Client shall indemnify the Agency against any claims by any party resulting from the code or symbol not reading or not reading correctly for any reason.
Goods will be dispatched or must be collected by the Client when ready and the Client shall not refuse or delay delivery.
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Agency and the carrier within three clear days of delivery (or, in the case of non-delivery, within 14 days of dispatch of the goods) and any claim in respect thereof must be made in writing to the Agency and the carrier within seven days of delivery (or, in the case of non-delivery, within 28 days of dispatch). All other complaints and claims must be made in writing to the Agency within 28 days of delivery. The Agency shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that it was not possible to comply with the requirements and advice (where required) was given and the claim made as soon as reasonably possible.
Goods completed but not delivered shall thereupon forthwith become due and payable. Moreover after the expiration of 14 days notice the Agency may exercise a general lien on all the Client’s goods and property in our hands and may dispose of such goods and property as they see fit and apply the proceeds towards such debts. The Agency may also elect to cancel further work and/or not produce any unmade balance of such contract and recover from the Client any losses sustained by so doing.
The Agency shall not be liable for any loss to the Client arising from delay in transit howsoever caused.
The risk in the goods passes to the Client upon delivery (whether to the Client or to a common carrier) but legal and beneficial ownership shall remain with the Agency until payment in full has been received (each delivery being considered as a whole). Until the date of payment, the Client, if so required by the Agency, shall store the goods in such a way that they are clearly identifiable as the property of the Agency.
ADDITIONAL DIGITAL MEDIA TERMS & CONDITIONS
The Agency can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.
Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard hourly rate.
The Agency develops websites for compatibility with the current version of Google Chrome, Safari and Microsoft Edge: not all previous versions or every browser. Although the Agency will make every effort to ensure the website is designed to work across all browsers, the Agency cannot guarantee correct functionality with all browser software across all operating systems. If further compatibility is required, the Agency must be advised at the outset.
The Agency cannot accept responsibility for web pages that do not display correctly in new versions of browser software across all operating systems.
Ownership of all code used in processing web pages shall remain with the Agency (or their contractors, or independent licensors if applicable) and 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.
The Client shall supply the copy for web pages in clear, usable and selectable (able to copy and paste) electronic form and shall be entirely responsible for the content of the web pages.
When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
The Agency can include legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as the Agency accepts no responsibility for their accuracy, relevance or currency.
24. PERSONAL DATA COLLECTION AND PROCESSING
The Client is responsible for collecting personal data in a secure manner, compliant with GDPR legislation. The Agency is not responsible for compliance and implementation of policies. The Agency cannot be held liable for any data collection breaches.