Brand Newark — Your Local Design & Marketing Agency

Terms & Conditions

Terms


Approval Period

Period between notification by Brand Newark to the Client that The Job has been completed and the deadline for the Client to raise points regarding the work. Default period of 7 days (5 working days), unless Otherwise Agreed.


Client

You.


Costs

Cost of creative work undertaken by Brand Newark. To include materials, consumables, expenses and all other associated costs, unless specifically quoted as a separate item on the official quotation.


Estimate

An approximate price or cost for The Job to provide a working indication of likely final price or cost. An estimate is never considered to be a fixed price or cost unless specified as a quote.


Material

All products and services used to produce The Job. Including, but not limited to, text, logos, data, files, photos, graphics, products, mock-ups.


Otherwise Agreed

Variances in these terms and conditions may be agreed by Brand Newark and the client. Any variances must be requoted in writing and signed by the parties in order for this agreement to be enforceable.


Quote

A fixed price or cost provided in writing. Brand Newark will not charge more than this unless the agreed specification changes. All changes must be requoted in writing.


Software

Total Cost of any software being purchased on behalf of the Client. Payment will be made in advance unless Otherwise Agreed. Full title to the software will reside with the Client.


The Job

The job for which Brand Newark has been contracted to undertake on behalf of the client.


Third Party

Any organisation, or individual, singular or otherwise not Brand Newark or the Client.


Us or We

Brand Newark


You

The client.


Conditions


Acceptance

All goods and services provided by Brand Newark will be subject to these terms and conditions and must accepted by all New Clients prior to or at the time of submission of work to us. The terms and conditions listed apply to all material which we undertake for our Clients unless, by exception, variance is Otherwise Agreed in writing. For Existing Clients, the issuing of instructions or acceptance of a Quote following receipt of these terms of business by a Client will constitute acceptance.


Charges

Charges for services to be provided by Us are defined in the project Estimate or Quote where provided. Payment is required following the completion of The Job according to the payment terms specified on the Quote unless Otherwise Agreed in writing. For all New Clients 50% of the quoted Costs are due as a deposit payment prior to the commencement of The Job unless Otherwise Agreed. For all Jobs for any Client which take longer than 3 months from commencement to completion, the Costs incurred for the first three months will become payable three months after the commencement of The Job. Further Costs incurred will become payable every three months until completion of The Job.

The cost of goods and services provided by Brand Newark are as set cut on the quote. Payment is required following completion of the work. In accordance with the terms specified on the quote, unless Otherwise Agreed. For all Clients a deposit of 50% of the quote is to be paid before the commencement of the work, unless Otherwise Agreed.

For all clients, Brand Newark reserve the right to invoice the client for work undertaken or at 3 monthly intervals from the date of commencing the work.


Payment

Payment of the costs for the work shall be made within the days of the date of the invoice unless otherwise agreed. All amounts stated are exclusive of VAT and/or any other applicable taxes or levy which shall be charged in addition at the rate at the date that any payment is required from the client.

If payment is not received by the due date Brand Newark shall be entitled to charge interest on the outstanding amount at the rate of 10% daily.

In the circumstance that the client is required to make payment in advance of any work not yet undertaken and no payment is made, Brand Newark will:

  • not proceed to undertake any further work,
  • not make delivery of materials
  • remove any website files from Our web server without responsibility for any loss of data as a consequence
  • remove and retain any printed or otherwise constructed materials.

To terminate this agreement insolvency see Termination.

We will provide an invoice for all Jobs undertaken. Payment of invoices shall, unless Otherwise Agreed, be made in full without any deduction or set-off. If payment is not received within the stated payment terms, the responsibility for recovery of the money may be transferred to a debt recovery agency. We understand and will exercise our statutory right to interest and compensation for debt recovery Costs under the late payment legislation if We are not paid according to agreed credit terms as set out in the Late Payment of Commercial Debts (Interest) Act 1998.


Tax

Brand Newark reserves the right to charge the amount of any value added tax payable whether or not included on the Estimate or invoice.


Default

Accounts unpaid 7 days after the payment due date will be considered in default. We will, at our discretion, remove any website files from our web server and will not be held responsible for any loss of data incurred. Removal of such Material does not relieve You of the obligation to pay any outstanding charges. We will retain, or reclaim any printed or otherwise constructed items which may have been passed to the Client or any Third Party. Retention or reclamation of such items does not relieve You of the obligation to pay any outstanding charges. Cheques returned by the bank as unpaid for any reason will attract a “returned cheque” charge of £50 and bank costs, your account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Us reasonable expenses incurred by Us in enforcing these Terms and Conditions, including but not limited to legal fees and Costs for collection by Third Party agencies. Interest shall be payable by the Client on overdue accounts at the rate of 10% over Bank of England base rate to run from the due date for payment thereof until receipt by the Company of the full amount whether before or after judgement.


Insolvency

If the Client ceases to pay their debts in the ordinary course of business or cannot 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 against them or being a person commits an act of bankruptcy or has a bankruptcy petition issued against them, Brand Newark without prejudice to other remedies shall:

  1. 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;
  2. In respect of all unpaid debts due from the Client have a general lien on all goods and property in his 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 they think fit and to apply the proceeds towards such debts.

Preliminary Work

All Jobs carried out, whether experimentally or otherwise, at the Client’s request shall be charged unless Otherwise Agreed.


Minimum Charge

There is a minimum charge of half an hour for any Job undertaken by Brand Newark.


Client Review and Approval

Brand Newark will provide You with an opportunity to review the appearance and content of The Job during the design period. On completion of the project, The Job will be deemed to be accepted and approved unless You notify Us otherwise within the Approval Period.


Termination

The client may terminate this agreement at any time by notice in writing to Brand Newark, such notice to take effect as specified in the notice. Upon receipt of the notice Brand Newark shall be entitled to payment in full for all work and materials provided in accordance with these terms and conditions.

Termination of services by You must be requested in writing and will be effective on receipt of such notice. You will be invoiced for design work completed to the date of first written notice of cancellation for payment in full within 7 days and the terms laid out above will apply. Any capital or Software costs and any advance payments are non-refundable, titles for work done remains with Brand Newark.


Project Material

Unless otherwise specified in the project quotation, any text copy will be provided by You in suitable electronic format suitable for reading with PC’s, by email or CD, and all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in gif, jpeg, psd, eps or tiff format. Although We will make every reasonable attempt to return to You any images or printed Material provided, this cannot be guaranteed.


Materials Supplied by the Client

The quality of any Material provided by the Client is the responsibility of the Client. Brand Newark does not warrant the quality of any Third Party or Client Material. A charge may be made to cover any additional work involved where copy supplied is not clear and legible or if digital information requires additional work to utilise. Responsibility will not be accepted for imperfect work caused by defects or unsuitability of Materials supplied or specified by the Client.

Brand Newark will not accept responsibility for any defect in the work caused by defects in/ or the unsuitability of materials supplied or specified by the client.


Proofs and Drafts

All Jobs may be submitted for Client’s approval and Brand Newark shall incur no liability for any errors not corrected by the Client in works so submitted. Client’s alterations and additional proofs necessitated thereby shall be charged extra. When content, style, type or layout is left to Brand Newark’s judgement, changes therefrom made by the Client shall be charged extra. No responsibility will be accepted for differences between proofs and work supplied to the Client where the methods of production differ.

Where the client instructs Brand Newark to prepare content, style, type, layout or any other part of the design and this causes additional work to be undertaken shall be subject to additional costs.


Copyright

You retain the copyright to data, files and logos provided by You and grant Us the right to publish and use such Material. You must obtain permission and rights to use any information or files that are copyrighted by a Third Party. You are further responsible for granting Us permission and right to use the same and agree to indemnify and hold Us harmless from any and all claims resulting from any negligence on your part or your inability to obtain proper copyright permission. A contract for website design and/or publication shall be regarded as a guarantee by You to Us that all such permissions and authorities have been obtained, regardless of whether or not We have had sight of documents granting such permission and authority.

All Material created by Brand Newark remains copyright of Default Blue Ltd. The Client purchases the right to use such Material for the sole purpose of The Job contracted. The Material may not be used by the Client for any other purpose without agreement from and payment to Brand Newark. In addition, no Material will be sent or transferred to Clients at any point unless it is for The Job contracted or a separate agreement is made and payment received for all quoted Costs.

Any Third Party Material agreed by the Client will remain copyright of the Third Party. Any fees or other associated Costs are payable by the Client directly to the Third Party unless Otherwise Agreed.

The client is to be responsible for the payment of royalties or other sums due to others for the use and supply of the patents, articles, inventions and processes in the design documents. Clients will keep Brand Newark indemnified against liability of the rights of third parties for such use.

The client retains copyright to any data, files, logos or other materials provided to Brand Newark and grants Brand Newark to use and publish such material under this contract.

The client is responsible for obtaining all necessary permissions and payment for Brand Newark to use materials copyrighted to a third party to undertake the work. The client shall identify Default Blue Ltd for all claims, costs and liabilities however arising as a result of the client’s failure to obtain necessary permissions and/or pay the necessary fees in relation to materials copyrighted to a third party.


Alterations by Client or Third Party

Brand Newark does not accept responsibility for any alterations carried out by You or any Third Party to The Job at any time.


Clients Property

Client’s property and all property supplied to Brand Newark by, or on behalf of the Client, shall while it is in the possession of Brand Newark or in transit to or from the Client be deemed to be at the Client’s risk unless Otherwise Agreed and the Client should insure accordingly.


Access Requirements

The Client agrees to offer all support, practical assistance and information required by Brand Newark to gain access (physical, electronic or otherwise) as appropriate for creation of The Job. This includes but is not limited to web servers, files, data, physical premises, (e.g. for photo shoots), Third Party resources.


Design Credit

Websites: a link to the Brand Newark website http://www.brandnewark.co.uk with the wording “designed and built by Brand Newark“ (or equivalent) or, if the site is to be hosted by Us, “Designed, Built and Hosted by Brand Newark” will appear in either small type or by a small graphic at the bottom or to one side of your website.

Printed Material: a design credit will be included in an appropriate place such that it does not affect the integrity of the product, but allows the user to see who designed the Material. Other Material: a design credit will be included where appropriate.


Delivery and Payment

Delivery of The Job shall be accepted when tendered and thereupon (or, if earlier, on notification that The Job has been completed) payment shall become due. A charge may be made to cover Costs involved for delivery. Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional Costs involved. Should work be suspended at the request of the Client or delayed through any fault of the Client for a period of 30 days, Brand Newark shall then be entitled to payment for The Job already carried out, Materials specially ordered and other additional Costs including storage.


Claims

Advice of damage, dissatisfaction of condition, delay or partial loss of goods in transit or of non-delivery, must be given in writing to Brand Newark and the carrier within three clear days of delivery. (In the case of non-delivery, within 28 days of dispatch of the goods). All other claims must be made in writing to Brand Newark within 7 days (5 working days) of delivery. Brand Newark 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.


Variations in Quantity

Every endeavour will be made to deliver the correct quantity ordered, but Estimates are conditional.


Technical Support: Timely Manner

Brand Newark will make reasonable efforts to provide technical support and to resolve any problems within a timely manner.


Technical Support: Charges

Brand Newark will charge for all technical support on the basis of hours and Costs. A standard hourly rate as agreed with the Client will be charged for all time spent working on matters relating to the Client. Any additional Costs or expenses arising as a result of the work carried out will be passed onto the Client.


Governing Law

These conditions and all other express terms of the contract shall be governed by and construed in accordance with the laws of England, Wales and Scotland.


Liability

Brand Newark shall not be liable in any way whatsoever for:

  • Any damage of any kind (direct, indirect, consequential, incidental or punitive) which results from the use of, access to or inability to use the Material, or any information contained in any Material which it has designed.
  • Any damage of any kind (direct, indirect, consequential, incidental or punitive) which results from the use of, access to or inability to use hardware, Software or other goods recommended, installed, supported, maintained by Brand Newark.
  • Any errors or omissions in the contents of any Material which it has designed, or any advice given, or support work carried out.
  • Any damages to or viruses that may infect a site visitor’s computer equipment, Software, data or other property which result from a site visitor’s access to, use of or browsing in any website designed by Brand Newark.
  • Any damages which result from the downloading of Material, data, text, images, video or audio from any website designed by Brand Newark.
  • Any content in any website linked to a website designed by Brand Newark and any resulting damages from a website visitor’s access to any such linked site – website visitor’s link to any other such websites at their own risk.
  • Any damage to a Client’s website caused as a result of unauthorised access to or intrusion or hacking of their website files by a Third Party.
  • Each individual web site owner reserves the exclusive right to alter its site content in any way, at any time and for any reason without prior notification carrying no liability for any consequences of such changes. Should Brand Newark work to any directive from a site owner to change the site content then such work is undertaken on the clear understanding that no liability whatsoever relating to such changes is assigned to Brand Newark.
  • Brand Newark will not be responsible for any damages arising from or relating to the use of any Material created by or any goods or services provided by Brand Newark including web hosting and internet marketing services or obtained in any manner through or in connection with any Material.
  • Brand Newark makes no warranties of any kind, expressed or implied for the services it provides.
  • Brand Newark disclaims any warranty or merchantability or fitness for a particular purpose. Without limiting the foregoing, Brand Newark shall not be liable for loss of data resulting from delays, non-delivery, wrong delivery, work stoppage, computer, hardware or Software failure or malfunction or any and all service interruptions caused directly or indirectly by Brand Newark.
  • Brand Newark shall not be liable to any business for any incidental, consequential, special, or punitive damages or lost or imputed profits or royalties arising out of this agreement or any goods, advice or services provided, whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether advice has been given of the possibility of any such loss or damage.
  • In no event will Brand Newark be liable for any damages in excess of any monies received by Brand Newark from the Client.

Illegal Matter

Brand Newark 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 of any other proprietary or personal rights contained in any Material produced or hosted for the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.


Force Majeure

Brand Newark 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, 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 pay for work done and Materials used but subject thereto shall otherwise accept delivery when available.


General

These Terms and Conditions supersede all previous representations, understandings or agreements. Your acceptance of a quotation, verbal agreement to proceed or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Brand Newark reserves the right to revise its terms, conditions and charges at any time and without prior notice.