A Handful of Colour - Terms and Conditions
2013 V2 -15.11.2013
a. In these conditions the term ‘the Company’ means A Handful of Colour, it’s managers and appointed agents.
b. The term ‘conditions’ means The Terms and Conditions set out below.
c. The terms ‘Customer’, ‘Purchaser’ and ‘Client’ mean the person or company requesting services, advice or work from the Company, whether paid for or not.
d. The term ‘Agent’ means any agent or third party appointed by the Company to provide services assistance or work on behalf of the Client.
e. The term ‘writing’ includes letters, facsimile transmission, telex, electronic mail and other comparable means of communication.
f. The terms ‘work’, ‘advice’, ‘goods’, ‘services’ shall be deemed to include all supplies to the Client by the Company whether of a physical or intellectual nature.
g. This document is to be viewed by all involved parties as a binding and insoluble contract in agreement to the terms stated below. Once a purchase order has been sent to the Company or a deposit payment has been made, it is deemed that the Client has accepted these terms and conditions in full.
h. The term ‘Alteration’ applies to work and changes requested by the Client, following agreement of original design or artwork and in addition to that specified in a quote.
i. The term ‘Amendment’ applies to work needed to correct typographical errors and omissions etc. and is the responsibility of the Company.
j. The term ’Initial Invoice’ means the invoice presented to the Client on the signing of this agreement.
k. The term ‘ Final invoice’ means the invoice presented to the Client on completion of the work.
1: Basis of the supply of services
a. It is the intention that all of the terms of the Contract between the Client and the Company are contained in these Conditions. Please read carefully all documentation to ensure that it accords with your requirements.
b. Prices quoted will be at the rates published by the Company and which from time-to-time may be modified at the sole discretion of the Company. The Company will notify the Client of any such changes to prices with no less than 30 days notice and any changes will not apply to work agreed or in progress.
c. Any additional expenses including, but not limited to, Insurance, Travel, Accommodation, Development, Agent’s Fees, Postage etc. will be agreed in writing in advance of any work being undertaken or orders placed with third parties.
d. Where the Company contracts with the Client to provide third party services such as the sourcing and supply of printed matter and other services requiring third party payment, the Company will require cleared funds in advance of placing an order.
2: Intellectual and Company Copyright
Any artwork, images, or text supplied and/or designed by A Handful of Colour on behalf of the Customer, will remain the property of A Handful of Colour and/or it’s suppliers, excluding Logo design in which full copyright will be passed to the Client upon full settlement of invoice. The customer may request in writing from A Handful of Colour, the necessary permission to use materials (for which A Handful of Colour holds the copyright) in forms other than for which it was originally supplied, and A Handful of Colour may, at its absolute discretion, grant this. Such permission must be obtained in writing before A Handful of Colour will allow any of the aforesaid artwork, images, text, or other data to be used. A Handful of Colour reserves the right to charge fees for additional usage. Please also refer to section 19 for issues associated with fonts and typefaces.
A separate agreement can be agreed if the Client wishes to purchase the original files.
If you the Client supply the Company with material, it is your responsibility to obtain all necessary copyrights for its use, in contracting with you, A Handful of Colour will assume that you possess these. In such cases, the copyright belongs to you. By signing this agreement, you agree to indemnify the Company from any claim, which arises regarding the use of material which you supply to us. The Company reserves the right to use any artwork or printing it produces for the purposes of promoting The Company’s services unless you request otherwise in writing.
The Customer agrees to allow A Handful of Colour to place a small credit on printed material, exhibition displays, advertisements and/or a link to A Handful of Colour own website on the Customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
An Estimate is an approximation of cost and should be used as a guide only. If you require a full quotation you must supply a full and detailed brief of requirements. All estimates for work are valid for 30 days, after which time all proposed work will have to be re-estimated. The Company take no responsibility for a re-estimated price differing from an original estimate.
All quotes for work are valid for 30 days, after which time all proposed work will have to be re-quoted. The Company take no responsibility for a re-quoted price differing from an original quote.
5: Illegal Matter
The Company reserves the right not to print any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies us in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design, or of any other proprietary or personal rights contained in any material printed for the Customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
6: Consequential Loss
The Company accepts no liability whatsoever for direct or indirect consequential or third party losses, resulting in a delay in delivery howsoever caused.
7: Financial Loss
The Company accepts no liability whatsoever for direct or indirect financial loss or loss of earnings arising from products or services provided by the Company.
8: Force Majeure
The Company accept no responsibility if it is unable to carry out any provision of the contract for any reason beyond our 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 you may, by written notice to The Company, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
The Company shall not be liable for any direct or indirect loss to the Customer arising from delay in transit caused by circumstances beyond the Company’s control.
10: Price Breakdown
The invoice we send you will be itemised, showing the cost of the design and research process, as well as the production itself. Supplying us with suitable material will, therefore, reduce the time spent on design and, thereby, the final charge.
11: Provision of Materials
You agree to provide The Company with the specific copy, images and information or to advise us as to where we can locate such materials within the timescales agreed between us in order to create your product. We accept no responsibility for your website/product not being put live/product being completed by a specific date if we are unable to secure necessary and/or suitable information and/or materials from you. If you cannot supply the information you wish to feature in your product, we will do what we can to obtain it, but we accept no responsibility for errors, omissions or discrepancies which may be present on the final product, as these may arise through our lack of specialist knowledge regarding the content of your product. The time taken to compile the data, as well as any time required to correct errors, omissions or discrepancies, which have arisen through your not providing us with adequate materials, will be charged to you at our standard rate. We accept no responsibility for the delay caused in providing you with the final product as a result of your supplying us with insufficient or unsuitable materials. This does not apply if the additional cost could have been avoided but for unreasonable delay on the part of the Company in ascertaining the unsuitability of the materials with which you provide us. Where you supply or specify materials, we will take every care to secure the best results in the finished product, but we accept no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
The Client agrees to A Handful of Colour’s definition of an acceptable means of supplying data to the company. An acceptable means of supplying data to the company is that text is to be supplied in electronic format as standard text (.txt), MS Word (.doc) via e-mail as an attachment, via a shared drive or portable media. Images must be supplied in an electronic format via e-mail as an attachment, via a shared drive or portable media.
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 if the original image is not in the format prescribed by The Company. The Company cannot be held responsible for the quality of any images, which the Client wishes to be scanned from printed materials.
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.
12: Web Systems
Any systems, including e-Commerce and Content Management Systems, provided to the Client remain the intellectual property of the Company or third party developers where appropriate, and as such no access will be given to the source code or database whatsoever.
13: Browser Compatibility Issues
The Company builds websites to be compatible with the latest web browsers and one legacy version.
Compatibility with older browser versions can be included on specific request.
14: E-commerce/Content Management Systems (CMS)
E-commerce/CMS systems will be provided as per our quotation, and training will be given to the Client(s) on using the system. A delay in the Client uploading content to the e-shop/website/CMS will not be accepted as a reason for delaying final payment as, once the e-shop/website/CMS is ready to accept content and training has been given, payment will be required as detailed on your invoice. The Company offers a service to add content to the Client’s e-shop/website/CMS on their behalf, and prices are available on request for this service.
This does not include any additional photography, and where Clients feel unable to create suitable images of their products, a photographer can be commissioned or photographic images can be purchased. Prices for this are available on request.
Additional training and support packages can be provided to use the e-shop/website/CMS, and again the prices for these services are available on request.
15: Bespoke Web Systems
In the case of a bespoke solution (for a website), upon settlement of all outstanding monies due to the Company for the development/design of such solution, full copyright and title will remain in the ownership of the Company.
16: Website Design
Once a Client has agreed the ‘look and feel’ of the website designed by the Company and instructed the Company to proceed to build, any subsequent changes in style or design requested by the Client will be charged for at the appropriate rate as detailed in the quotation in and confirmed in a Change Order Form.
The Company accepts that certain details regarding your business, such as telephone number and email address, sometimes change, and that the details placed in the initial design are liable to change. To this end we will amend smaller details such as these as part of our quotation (at the discretion of the Company). Larger changes, such as the creation of a new page or introduction of a new feature on your website, or the sourcing/changing of images are not covered by this policy and must be paid for.
18: Payment Terms (Web/Web Applications)
You agree to pay a non-refundable deposit as detailed on our Initial Invoice immediately. When we have finished building your website, we will put it live on our own server under a temporary name, which we will give you access to. After we have informed you of the website’s location on our server, you have ten working days (or longer term on written agreement with the Company) to review the website and ask for any amendments to be made. After ten working days have elapsed, our Final Invoice will be issued as – apart from minor alterations or transfers onto other domain names – our work on the website is then complete. Once the bill is settled in full, we will put the website live on its own domain name, or – if you have not yet selected one – it will remain live on our server. If you possess your own domain name, we will initiate whatever process is necessary to make the website live once the Final Invoice is settled. You are not permitted to point your own domain name to the test website on the Company’s server. If this is found to be the case, we reserve the right to remove the website from our server. The Company can provide hosting services for websites and prices are available on request for this service, or we can make recommendations for a third party provider.
18.1: Payment Terms (All other services)
You, the Client, agree to pay (if stipulated) a non-refundable deposit as detailed on our Initial Invoice immediately. In addition, where the Company contract to manage and supply printed matter through a third party, full payment will be required before a print order is placed with the third party.
Fonts are purchased by the Company and downloaded for sole use on Clients work. In the event that any artwork is packaged and supplied to a Client, or third party, the font will be included in the packaging process. This does not give the Client or third party the rights to use or download the supplied fonts. If the font is used or downloaded by the Client or third party, a license should be purchased for usage from the font licensee. The Company does not accept liability for the miss-use of the font licence.
20. Proofs and variations (Other than web)
a. The Company shall incur no liability for any errors not corrected by the buyer where the buyer has been provided with proofs, including email proofs. The buyer’s alterations and additional proofs necessitated thereby may be charged extra. When style, type or layout is left to the seller’s judgement, changes therefore made by the buyer may be charged extra.
b. Where the buyer specifically waives any requirement to examine proofs the seller is indemnified by the buyer against any and all errors in the finished work.
c. Colour proofs. Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed in writing.
d. Variations in quantity. Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work being allowed for overs or unders the same to be charged or deducted, unless otherwise agreed in writing.
a. All work undertaken by the Company will be subject to an agreed delivery date and method in writing with the Client.
b. All delivery dates are quoted in good faith.
c. The Company shall not be liable for any delay in delivery or failure to produce due to acts of default of the Client, changes to specification or requirement by the Client after initial agreement or any cause beyond the Company’s reasonable control.
d. The Company reserves the right to make delivery in instalments subject to clauses 22:a, b and c.
22: Terms of Payment
a. Payment of the Initial Invoice must be made on date of invoice.
b. Payment by the Client of the Final Invoice will be made in full on date of invoice.
c. Payments can be made to the Company by Cash, Cheque, or via the Bank Automated Clearing System.
d. Credit Card payments are not accepted.
e. The Company reserves the right to charge interest, at a rate of 2% per day from the date that payment becomes due, until the Final Invoice is paid in full.
f. Returned cheques will incur an additional fee of £50 per returned cheque. A Handful of Colour reserves the right to consider an account to be in default in the event of a returned cheque and will cease further work.
g. The Company reserves the right to add an administration fee to cover any debt recovery costs.
h. The Company shall have a general lien on all goods and property delivered to the Client until the Final Invoice is paid in full.
i. The Company reserves the right to “turn off” any website that the Company manages on behalf of a Client on an on-going basis if any invoice remains unpaid for 5 working days after the due date for payment.
23: Warranties and Liabilities
a. The Company does not accept any liability arising from any advice given to the Client except where an act of gross negligence or professional misconduct is committed by the Company or its agents.
b. Advice is given to Clients on the clear understanding that all material facts and circumstances have been revealed as to the basis upon which the advice is given. Failure to disclose material facts or circumstances by the Client shall not confer any liability on the Company.
c. Goods supplied by a third party to the Client, whether directly or indirectly via the Company, shall be subject to the warranties and liability terms of the third party supplier and the Company does not accept any liability for those goods or services. The Client should therefore acquaint themselves with the terms of the third party supplier before accepting any order or delivery.
d. Any defect or failure in the goods, services or advice provided by the Company must be notified in writing within ten days of completion of any assignment or supply. Where it is not reasonably practicable to do so within ten working days any notification must be made as soon as possible, and no later than 28 working days following assignment or supply.
e. The Company does not accept any liability arising from any website or application going live into the public domain after instruction by the Client to do so but before it has been thoroughly tested and signed off by the client.
24: Basis of the Contract
These conditions apply to all contracts between the Client and the Company. By placing an order with the Company the Client agrees to these Terms and Conditions of Business.
a. The Company’s employees or agents are not authorised to enter into any agreement with the Client or to vary any terms of supply of goods, services or advice unless such variations are authorised in writing by a an authorized officer of the Company. No quotation shall be considered a binding contract until all terms and conditions are agreed and accepted in writing by both parties, and the Initial Invoice for the deposit paid to the company in cleared funds.
b. The Client unconditionally and irrevocably agrees to waive any right to claim damages and/or to rescind the Contract unless the terms of 22a have been implemented.
c. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, advice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
d. The Company reserves the right to refuse to accept any order for supply of goods, services or advice from the Client and such refusal shall be at the absolute discretion of the Company.
e. The Client shall not be entitled to cancel, in whole or in part, any order for supply of goods, services or advice, which the Company has accepted, without such cancellation being agreed in writing by the Company and payment being made in full for all costs, losses and expenses incurred up to and including the date of cancellation, whether or not any work has been delivered in whole or in part.
f. The Customer agrees that changes required 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 Customer also agrees that A Handful of Colour has no responsibility for any amendments made by any third party, before or after a design is published.
g. The Company reserves the right to make any changes to specification for the work which are required to conform with any applicable safety or other statutory requirements or which do not materially affect the quality or performance of the work or services undertaken.
Any Customer ceasing to pay their debts in the ordinary course of business or proving unable to pay their debts as they become due or, being, a company, is deemed to be unable to pay its debts, or has a winding-up petition issued against it or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against it, the Company, without prejudice to other remedies, shall (i) have the right not to proceed further with the contract or any other work for the Customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to it, and (ii) in respect of all unpaid debts due from the Customer, have a general lien 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 the Company think fit and to apply the proceeds towards such debts.
24: Data Protection
The Company agrees to keep information of its Clients confidential, including all administration areas of websites and details of referrers and those who are referred. All such data recorded by a website will be completely secure, and all information will be treated as confidential in accordance with the Data Protection Act.
The Company shall be entitled to terminate the contract by giving no less than seven days notice in writing to the Client where the following circumstances occur:
a. The Client commits an irremediable breach of the contract, or commits repeated remediable breaches of the contract.
b. The Client makes any voluntary arrangement with creditors or (being a sole trader or firm) becomes bankrupt or (being a Company) becomes subject to an Administration Order or goes into liquidation.
c. The Client ceases to carry on business.
d. Where all current works are completed and the Company declines to accept further work from the Client. In the case of termination by the Company in circumstances, as outlined in Clauses 25:a, b and c above, the Company shall require payment to made, in full, for all costs, losses and expenses incurred, up to and including the date of cancellation, whether or not any work has been delivered in whole or in part.
This contract shall be governed by and construed and interpreted in accordance with the Law of England and Wales. Under the Contracts (Rights of Third Parties) Act 1999 no third-party may benefit from the terms of any contract between the Company and the Client.