This contract sets out the terms and conditions between the Consultant, Oranda Design (hereafter the "Consultant") and the Client, (hereafter the "Client") .
All projects or services that CONSULTANT may be contracted to produce or provide for CLIENT will be subject to the following:
CONFIDENTIALITY:
The Client and Consultant may disclose confidential information one to the other
to facilitate work under this Agreement. Such information shall be so identified
in writing at the time of its transmittal, and shall be safeguarded and not
disclosed to third parties by the receiving party. Confidential information
shall not include information that:
is already known to the party to which it is disclosed;
is or becomes part of the public domain without breach of this Agreement;
is obtained from third parties, which have no obligations to keep confidential
to the parties to this Agreement.
QUOTATIONS / CONSULTATIONS
All quotations are valid for 30 calendar days. Third-party quotes (hosting /
domains) can change at any time without prior notification.
Consultant offer a free visit / quotation service for any business within a 45 road mile radius from our address. Distances outside of this radius will not be covered. Oranda Design will provide quotations and consultations via email, telephone or post for clients outside of this radius.
DESCRIPTION OF WORK:
A separate Proposal will describe the Work that is required of CONSULTANT for
the Client.
PAYMENT SCHEDULE:
Concept revisions, extensive alterations, or a switch in marketing objectives
sometimes makes it impossible to accurately estimate in advance the total cost
of a project. Planning the work, cost estimating, and billing in several phases
permits CONSULTANT or CLIENT to adjust for such revisions/or halt work before
completion if a project is postponed or cancelled. Any cancelled project is
billed only through phases and/or portions of phases that were actually completed
by CONSULTANT. For each project, CLIENT will receive a proposal/estimate outlining
the project specifications and our proposed scope of services and working/billing
phases. Each proposal estimate will contain a project budget, which includes
estimated fees for professional services and separate itemised costs for anticipated
out-of-pocket expenses. We will begin work upon CLIENT’S approval of the
written estimate. Your approval (written or oral) will constitute an agreement
between us.
CLIENT shall pay Consultant 50%, as a deposit for project commencement.
Standard payment terms: 30 calendar days of the date issued date on invoices.
Late payments will be subject to a late payment interest charge of 8% over
the Bank of England Base Rate (Late Payment of Commercial Debts (Interest) Act
1998) for the outstanding balance. Consultant reserve the right to take debt
collection action to recover payment. Costs incurred through debt collection
will be added to the outstanding bill and will be the customers' liability.
DUE DATES:
Consultant agrees to deliver samples of design on dates as agreed upon in the
Proposal. Consultant will make every effort to meet agreed upon due dates. The
Client should be aware that failure to submit required information or materials
may cause subsequent delays in the production. Client delays could result in
significant delays in delivery of finished work.
CREATION:
CONSULTANT agrees to deliver up to 4 draft copies of a design (logo, website,
stationery). The Consultant will always undertake work to the best of their
ability.
Due to the subjective nature of design work, the Consulant will charge accordingly,
the time incurred to create these designs, even if the CLIENT does not wish
to continue.
All designs are owned by the CONSULTANT until they have been fully paid for.
REVISIONS AND ALTERATIONS:
Changes in client input or direction or excessive changes will be charged at
£30.00 per hour. Any work the Client wishes Consultant to create, which
is not specified in the DESCRIPTION section of this agreement, or in the attached
Proposal will be considered an additional service. Such Work shall require a
separate Agreement and payment separate from and above that specified in this
Agreement.
New work requested by Client and performed by Consultant after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
EXPENSES:
Client agrees to reimburse Consultant for any of the following expenses necessary
in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research,
Shipping, Software, Stock photography, Travel, Telephone Consultation)
NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, servicemark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the Client's responsibility to check proofs
carefully for accuracy in all respects, ranging from spelling to technical illustrations.
Consultant is not liable for errors or omissions. Your signature or that of
your authorised representative is required on all mechanicals or artwork prior
to release for printing or other implementation. This can also be agreed via
email.
PERMISSIONS AND RELEASES:
The Client agrees to indemnify and hold harmless Consultant against any and
all claims, costs, and expenses, including solicitor’s fees, due to materials
included in the Work at the request of the Client for which no copyright permission
or previous release was requested or uses which exceed the uses allowed pursuant
to a permission or release.
PUBLICATION:
The Client may publish or disclose information regarding the Work and shall
acknowledge the support of Consultant in all such publications. The Client will
not use the name of Consultant, in any advertising or publicity without the
prior written approval from the Consultant. The Consultant will not use the
name of Client, in any advertising or publicity without the prior written approval
from the Client.
RESERVATION OF RIGHTS:
All rights not expressly granted hereunder are reserved to Consultant, including
but not limited to all rights in sketches, comps, or other preliminary materials.
RIGHTS OF OWNERSHIP:
Copyright is in Consultant's name. Upon completion of Work, the copyright will
only be released to the Client upon the Consultant's signing of the Release
of Copyright.
Once a project has been delivered by us and is fully paid for by CLIENT, CONSULTANT will assign the reproduction rights of the design for the use(s) described in the proposal.
We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm news letter, brochures, slide presentations and similar media.
Curtasoft is owned by Oranda Design and is provided on license to the client. The Curtasoft programming files may not be viewed by anybody other than Oranda Design and/or ported to another web server. If the client wishes to use another website design company, the Curtasoft license will cease and may not be ported and thus Curtasoft functionality will cease.
TERMINATION:
Either party may terminate this Agreement by giving 30 days written notice to
the other of such termination. In the event that Work is postponed or terminated
at the request of the Client, Consultant shall have the right to bill pro rata
for work completed through the date of that request, while reserving all rights
under this Agreement. If additional payment is due, this shall be payable within
thirty days of the Client's written notification to stop work. In the event
of termination, the Client shall also pay any expenses incurred by Consultant
and the Consultant shall own all rights to the Work. The Client shall assume
responsibility for all collection of legal fees necessitated by default in payment.
The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
Consultant allows the client 7 calendar days to change their mind and cancel any design services but if work is undertaken during this time at the request of the client, Oranda Design will seek to recover any costs (including design time) up until that point. The deposit paid will be returned less incurred costs.
Printing services are provided by a 3rd party supplier. Consultant cannot be held liable for any delays or outages due to circumstances beyond reasonable control including without limitation acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock out, strikes or other labour disputes (whether or not relating to either party's work force), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. Provided that if the event in question continues for a continuous period in excess of 14 days, you shall be entitled to give us notice in writing to terminate the order.
The consultant will not be held liable in any way due to the delay of delivery of printed items. Excess or short deliveries of up to 10% of the ordered quantity are to be accepted. These shall also include spoilage, start-up sheets, adjustment copies for further processing machinery, production-related cuttings of the upper and lower sheets, which are not removed. Colours cannot be guaranteed due to the nature of printed colours and screen colours. Oranda Design will not be held liable for any losses, be it financial or time, incurred through delays in printing.
Website functionality / domain hosting disclaimer:
Consultant will not be held liable for any losses, be it financial
or time, incurred through website outages, website errors, functionality errors
/ outages. Upon website becoming live, it will be the responsibility of the
CLIENT to ensure their website is operational and functioning to the intended
specification (Consultant will NOT monitor website). If at anytime the website
does not function or operate as intended, Consultant encourages CLIENT to contact
us to notify of a problem as soon as possible.
Consultant will not renew hosting services unless the client has asked us to and we will not be held liable for any site outage if the client has not contacted us to renew their hosting. We provide 3 weeks notice via email communication before hosting is due.
Consultant cannot take any responsibility for the accuracy or the service provided by websites that we have created for our clients. Any problems should be taken up with the relevant company.
Non-payment:
Full payment should be received within 30 calendar days of invoice
issue date unless other agreement has been put in place by both parties.
Consultant reserves the right to remove part or all of CLIENT website if payment is not met within a reasonable time. Consultant will not be held liable for any losses incurred through CLIENT website being offline.
Curtasoft website system:
The Curtasoft admin system remains the property of Oranda Design and is not transferable to any other designer/developer or host. The Client holds a license for this system over the life of their website, as long as the annual subscription fee is paid, but do not have any claim of ownership to this system. This system may not be taken or shown to any other website design / development company. If the Client wishes to terminate the relationship with Oranda Design, the Curtasoft license will cease and the system will be removed from the Client's website.
Curtasoft is only intended to be accessible by the client. Permission must be sought for additional access rights to this system. Oranda Design will not be held responsible if the system is misused and/or data is lost.
The Curtasoft lease renewal can be cancelled at anytime by written notice. Lease fees already paid will not be refunded. Renewal fees are due two weeks before the annual renewal is due and will be invoiced in advance.
The Curtasoft admin system may change due to software improvements and re-designs;
this will never affect the functionality that has been agreed prior to these
changes.
Oranda Design reserve the right to amend terms without prior notification.
Updated: 10th April 2010.
