TERMS & CONDITIONS
In these conditions “the Client” means the person, firm or Consultant who commissions the services of Hippocampus Creative Marketing “the Consultant”. By commissioning the Consultant to undertake work “the project” on their behalf, the Client agrees that these Terms and Conditions of Trading define our working relationship. All projects, services or goods that the Consultant may be contracted to produce or provide for the Client will be subject to the following:
For each project, the Client will receive an estimate outlining the project specifications and estimated fees for our time based on our current hourly rate and, where appropriate, any goods and professional services commissioned by us in order to complete the project. We will begin work upon the Client’s written or verbal approval of the estimate and this will constitute an agreement between us. The Client agrees to pay the Consultant in accordance with the terms specified in each proposal/estimate. Estimates are valid for only 30 days from the date on the estimate.
Unless otherwise agreed in writing by the Consultant, all Clients will be required to pay 50% non-refundable deposit of the project cost before work can begin and all subsequent balances due are payable upon final approval. We reserve the right without notice to charge interest on past due balances in line with the current The Bank of England base rate. We reserve the right to refuse completion or delivery of work until past due balances are paid. The Client shall pay the Consultant’s costs, charges and expenses directly or indirectly incurred in obtaining or otherwise enforcing payment of outstanding accounts Payment terms are within 14 days of receiving an Invoice from the Consultant.
The Consultant is not required to pay or be responsible for any expense in connection with the Services provided.
Independent Contractor Status
The Consultant is an independent contractor and not an employee of the Client. In its capacity as an independent contractor, the Consultant agrees and has the right to perform Services for other Companies during the term of this Agreement. The Consultant has the sole right to control and direct the means, manner, and method by which the Services required under this Agreement will be performed; Consultant shall select the routes taken, starting and ending times, days of work, and order the work that is performed.
Exclusion of Liability
Under no circumstances whatsoever shall the Consultant be liable for losses special to the particular circumstances of the Client, indirect or consequential loss including loss of profits, damage to property or to reputation or wasted expenditure. Without prejudice to the other provisions of these conditions, the Consultant’s liability shall not exceed the total of a monthly fee of the Agreement. The fees for any deliverables are based on the assumption that the liability of the Consultant and Client are as set out herein.
Revision and Alterations
New work requested by the Client and performed by the 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 revised proposal/estimate to you, and a revised additional fee must be agreed to by both parties before further work proceeds. It is normal practice for contact reports to be issued by the Consultant’s staff of meetings between the Client and the Consultant. If the subject matter of a contact report is not questioned by the Client within three working days of its receipt, it will be taken to be a correct record of the meeting to which it refers. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at our standard hourly rates.
Overtime and Rushed Orders
Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and/or weekend working. Knowledge of your deadlines is essential to provide an accurate estimate. In addition, our suppliers may increase their charges in respect of work required in a hurry.
1. The Client is the owner of any Intellectual Property (IP) rights that have been created or will be created on any work during the consultancy services for the Client by the Consultant (subject to point 4).
- The Consultant will waive all ‘moral rights’ (e.g., the right to be acknowledged as the author and the right to object to modification of the work) on any IP rights that arise out of the work done for the Client.
- The Consultant will offer to sell to the Client, which has the right to refuse, any IP rights that cannot be legally transferred without additional compensation (although this is more for underlying legal protection and is unlikely to arise in practice).
- The parties can specify which IP rights do and will belong to the Consultant, such as the Consultant’s pre-existing IP rightswhich existed before the consultancy agreement.
- The Consultant must cooperatewith the Client in obtaining any legal protections for the IP rights created through the services without additional compensation other than reasonable expenses (e.g., providing further documentation or signing relevant confirmations relating to the work).
Nature of Copy and Property Belonging to Others
The 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. The Client is responsible for all trademark, copyright and patent infringement clearances and is responsible for arranging, prior to publication, any necessary legal clearances, licenses, usage or royalty payments.
Errors and Omissions
It is the Client’s responsibility to check proofs carefully for accuracy in all respects, including but not limited to prices, spelling, dimensions and distances. The Consultant is not liable for errors or omissions. The Client’s signature or that of his authorised representative is required on all proofs or artwork prior to release for printing or other implementation.
Placement of Advertising
At your request, we will purchase media space on your behalf which will be billed to you at current rates plus the standard agency commission. The Consultant cannot be held liable for advertising which does not appear on a particular time/date or issue or in a particular position or break.
Property and Suppliers Performance
The Consultant will take all reasonable precautions to safeguard property entrusted to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed matter. Although we may use our best efforts to guard against any loss arising from the failure of our suppliers, media, or others to perform in accordance with their commitments, the Consultant is not responsible for failure on their part. We cannot in any way be held responsible for quality, price, performance or delivery of materials made or supplied by others where the work has been placed directly by the Client or his agents.
All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied.
Rights of Ownership
Once a project has been delivered by us and is fully paid for by the Client, the Consultant will assign the reproduction rights of the design for the use(s) described in the proposal. According to copyright law, the rights to all design and artwork, including but not limited to photography, music and or illustration created by independent photographers, artists or illustrators retained by the Consultant, or purchased from a stock agency on behalf of the Client, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (a Buyout) is negotiated on behalf of the Consultant, you may not use or reproduce the design, work or the property therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and the payment of any additional fees before proceeding. Master artwork including roughs, visuals, mock-ups and presentations is the property of the Consultant and will not be released or copied for the Client or any third party to use in any way whatsoever without prior written agreement by a director of the Consultant. We reserve the right to photograph and/or distribute or publish for our firm’s promotional and marketing needs any work we create for you, including roughs, visuals, mock-ups and presentations, as samples for our portfolio, newsletter, brochures, presentations and website and for entry for awards. We will endeavour to store files on computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them without notice.
The Client will indemnify and hold the Consultant harmless for any loss or expense (including legal fees) and agree to defend the Consultant in any actual lawsuit, claim or action arising in any way from our working relationship. This includes but is not limited to claims made against the Client and any of its products and services arising from the publication of materials that we prepare, and the Client approves before publication.
Production schedules, storage of files and property belonging to the Client will be established and adhered to by both Client and the Consultant, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, industrial dispute or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond their control. Where production schedules are not able to be adhered to by the Client, final delivery date or dates will be adjusted accordingly.
The validity and enforceability of this agreement will be interpreted in accordance with the laws of England, but the Consultant reserves the right to bring proceedings in connection with this contract in any other court of competent jurisdiction.