All work is carried out by Paul Ward Design Limited (PWD) is on the understanding that the Client has agreed the quote and abides by these Terms and Conditions.
Evergreen agency is a trading name of Paul Ward Design Limited
Registered in England no: 9272291
VAT Registration Number: 237 4771 86
The following Terms and Conditions of Service apply to all services provided by PWD.
Acceptance of Quotation and Terms and Conditions
The placement of an order for design and/or any other services offered by PWD constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for business between the Client and PWD.
Fees
Fees for services to be provided by PWD, will be set out in the written estimate or quotation that is provided to the Client. At the time of the Client’s acceptance of this estimate or quotation, indicating acceptance of these Terms & Conditions. A non-refundable deposit of 25% of the quoted fee may be required. Work on the project will not commence until PWD has received this amount.
Estimates or quotes are based on the current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of completion or delivery.
Estimates or quotes are given exclusive of tax and the PWD reserves the right to charge and the Client will pay any VAT or other tax payable.
All work carried out shall be charged. This includes all Preliminary Work whether or not the Client agrees to that work being taken forward to production.
Any additional work required of PWD by reason of the Client supplying inadequate copy, incomplete or incorrect instructions or insufficient materials; or late delivery of the same shall be charged.
Charges for any additional services over and above the estimated design, will become fully payable at the time of project acceptance.
Hours
Standard working times are Monday to Friday between 9am and 5pm GMT. These hours include project work and communications. Should expedited delivery be agreed, PWD shall be entitled to make an extra charge to cover any overtime or any other additional costs.
Confidentiality
The client shall inform PWD in writing before the project commences if any portion of any material or information provided by the client or if any portion of the project is confidential and any protocols to be followed throughout the project.
Data Formats
Unless agreed in writing in advance, PWD will communicate using email and other electronic and cloud services to communicate and share work with the Client.
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. We do not accept responsibility for any errors or problems that may arise through the use of Internet communications and all risks connected with sending commercially sensitive information relating to your business or project are borne by you. If you do not agree to accept this risk, you should notify us in writing that email and/or cloud services are not acceptable means of communicating with the client or for a confidential project.
It is the responsibility of the recipient to carry out virus check any attachments received.
The client agrees to PWD’s definition of acceptable means of supplying data for the project.
Text is to be supplied in electronic format as standard text (.txt), MS Word (.doc) on USB, or via e-mail.
Images which are supplied in an electronic format, are to be provided in a format as prescribed by PWD via USB, or electronic data format. Images must be of a quality suitable for use without any subsequent image processing, and PWD will not be held responsible for any image quality which the client later deems to be unacceptable. PWD cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
It is the Client’s responsibility to maintain a copy of any original electronic file(s) provided to PWD.
The PWD shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.
If an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the PWD may make a charge for any resulting additional cost incurred or may reject the file without prejudice to his rights to payment for work done/material purchased.
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.
The Client agrees to make all materials required for the project available to PWD as soon as is reasonably possible. PWD accepts no liability for failure to meet deadlines due to delays caused by the Client supplying the materials.
Project
If multiple design concepts are submitted, only one concept is deemed to be given by PWD as fulfilling the contract. All other artwork designs remain the property of PWD, unless agreed in writing.
Any indication given by PWD of a design project’s duration is to be considered by the Client to be an estimation. PWD cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds of the deposit are received by PWD.
Should the project be suspended or delayed by the Client for any reason PWD will be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used.
Should the suspension or delay extend beyond 30 days, PWD will be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.
Alterations
The Client agrees that changes required over and above the quoted work or required to be carried out after acceptance of the draft design will be liable to a separate charge.
The Client also agrees that PWD holds no responsibility for any amendments made by any third party, before or after a design is published.
Proofs and variations
The PWD will incur no liability for any errors not corrected by the Client where the Client has been provided with proofs. The Client’s alterations and additional proofs necessitated thereby shall be charged extra.
Where the Client specifically waives any requirement to examine proofs the PWD is indemnified by the Client against any and all errors in the finished work.
Colour proofs
Due to differences in equipment, paper, screen, monitor, 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.
Completion
PWD considers the design project complete upon receipt of the Client’s sign off. Other services such as printing, display panel production, filmwork, website uploading, publishing etc either contracted on the clients behalf constitute a separate project and can be treated as a separate charge.
Once the website, email or other electronic project is complete, PWD will provide the Client with the opportunity to review the resulting work. PWD will consider that the client has accepted the original draft, if no notification of changes is received in writing from the Client, within 14 days of the start of the review period.
The PWD shall not be responsible for maintenance of the website, email or other electronic project and associated services such as hosting unless otherwise agreed in writing.
On completion of the project, the PWD will store the Client’s materials and project for a maximum of one month, unless written arrangements are made to the contrary. In the latter event, storage will be charged. The Client’s materials can be stored for longer than one month, but not guaranteed. All requests to permanently remove Client’s materials from our systems must be supplied is writing.
Payment
The client will be asked to provided approval before Invoice and/or prior to print, artwork, publication, launch or release. At this time the remainder of the fees due will become payable.
Payments may be made by BACS, cash, cheque, or previously agreed electronic funds transfer.
Publication and/or release of work done by PWD on behalf of the client, may not take place before funds have cleared. Payment in full is required prior to artwork being sent to print.
All intellectual property rights (including copyright) are owned by PWD. All such rights are expressly reserved until payment is made in full for services rendered
Default
An account shall be considered default if it remains unpaid for 14 days from the date of invoice, or following a returned cheque.
Accounts which remain outstanding for 14 days after the date of invoice, or following a returned cheque will incur an extra charge of 2% above the Bank of England base rate per month of the outstanding amount.
Returned cheques will incur an additional fee of £50 per returned cheque. PWD reserves the right to consider an account to be in default in the event of a returned cheque.
PWD shall be considered entitled to remove PWD’s and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the Client of it’s obligation to pay the due amount. Clients whose accounts become default agree to pay PWD reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Copyrights and Trademarks
Copyright of all work is retained by PWD including copy, concepts, ideas, proofs and illustrations unless specifically released in writing. The final release of the project work can be used after all invoices have been settled.
By supplying text, images and other data to PWD for inclusion in the Client’s brochure or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by PWD on behalf of the Client, will remain the property of PWD and/or it’s suppliers, excluding Logo design in which full copyright will be passed to the client upon receipt of full payment.
The Client may request in writing from PWD, the necessary permission to use materials (for which PWD holds the copyright) in forms other than for which it was originally supplied, and PWD may, at it’s discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. PWD reserves the right to charge fees for additional usage.
By supplying images, text, or any other data to PWD, the Client grants PWD permission to use this material freely in the pursuit of the design and to utilise the designs in PWD’s portfolio or presentations unless agreed otherwise.
Should PWD, or the Client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow PWD to remove and/or replace the file.
The Client agrees to fully indemnify and hold PWD free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.
Licensing
Any design, copy-writing, drawing, idea or code created for the Client by PWD, or any of it’s contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of PWD and any of it’s relevant sub-contractors.
All design work where there is a risk that another party may make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. PWD will not be held responsible for any and all damages resulting from such claims. PWD is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold PWD responsible for any such loss or damage. Any claim against PWD shall be limited to the relevant fee(s) paid by the Client.
Credits
The Client agrees to allow PWD to place a small credit on printed material, exhibition displays, advertisements and/or a link to PWD’s own website on the Client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The Client also agrees to allow PWD to place all designs on PWD’s own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed otherwise.
Source Files
We will supply proofs and/or PDF artwork files as appropriate for printing or screen use, or other graphic files as detailed in the job scope or initial brief or request.
Charges for design work do not cover the release of our IP, copyright, design source files, including but not restricted to Adobe InDesign, Photoshop, Illustrator. Design source files are, but not resticted to; source files, raw code, any working and/or development files or processes.
If the Client requires any design files suppling, they will be subject to a separate quotation or ‘buy-out’ charge. Formula for ‘buy-out’ of source files; Total original fee x 3 + third party licenses and/or addional costs = Fee ‘buy-out’ of source files. The total original fee is the is the greater fee from either the total original project fee, or total project fee for any subsequent development applied to the same project or associated projects.
Rights of Refusal
PWD will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. PWD also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that PWD does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the Client is obliged to allow PWD to remove the contravention without hindrance, or penalty. PWD is to be held in no way responsible for any such data being included.
Cancellation
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, PWD will need formal notification in writing to the company’s postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 14 days. Please note: any cancellation which is not formally confirmed in writing and received by PWD within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
If the project stops for a period of 180 days, the project can be cancelled, in writing by the designer, and ownership of all copyrights shall be retained by the designer. A cancellation fee for work completed shall be paid by the client, with the fee based on the stage of project completion. The fee will not exceed 100 percent of the total project cost.
Claims
Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the PWD and the carrier within three clear days of delivery (or, in the case of non-delivery, within 3 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to the PWD and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 7 days of notification of despatch). All other claims must be made in writing to the PWD within 14 days of delivery. The PWD 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 (i) it was not possible to comply with the requirements and (ii) the claim was made as soon as reasonably possible.
If the Work is defective so that the Client may in law reject it, said rejection must take place within 7 days of delivery of the goods, failing which the Client will be deemed to have accepted the Work.
In the event of all or any claims or rejections the PWD reserves the right to inspect the Work within seven days of the claim or rejection being notified.
As part of my graphic design service, I may nominate a printing service to you and arrange printing on your behalf with a printer I have reason to believe is reliable and cost effective. However, I accept no liability for the actions of the printing company and I will not be liable for any costs incurred or loss of earnings following a failure of the printing service. Any dispute of this nature must be settled between you and the printing company.
Liability
Insofar as is permitted by law where Work is defective for any reason, including negligence, the PWD’s liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the Work.
Where the PWD performs its obligations to rectify defective Work under this condition the PWD shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective Work and the Client shall not be entitled to any further claim in respect of the Work nor shall the Client be entitled to repudiate the contract, refuse to pay for the work or cancel further deliveries.
Defective Work must be returned to the PWD before replacement or credits can be issued. If the subject Work is not available to the PWD the PWD will hold that the Client has accepted the Work and no credits or replacement Work will be provided. g. The PWD shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing the work or for any loss to the Client arising from delay in transit, whether as a result of the PWD’s negligence or otherwise.
Where the PWD offers to replace defective Work the Client must accept such an offer unless he can show clear cause for refusing so to do. If the Client opts to have the work re-done by any third party without reference to the PWD the Client automatically revokes his right to any remedy from the PWD, including but not exclusively the right to a credit in respect of Work done by the PWD.
Where the Work will be forwarded by or on behalf of the Client to a third party for further processing the Client will be deemed to have inspected and approved the Work prior to forwarding and the PWD accepts no liability for claims arising subsequent to the third party’s processing.
The PWD reserves the right to reject any work forwarded to him after initial processing by a third party as soon as is reasonably practicable without processing the work any further. Should the Client require the PWD notwithstanding to continue, then the PWD is only obliged to do so after confirmation from the Client in writing.
Insolvency
Without prejudice to other remedies, if the Client becomes insolvent, the PWD 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. Any unpaid invoices shall become immediately due for payment.
General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the Client the PWD shall have a general lien on all goods and property of or provided by the Client 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 as agent for the Client in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Client for any balance remaining be discharged from all liability in respect of such goods or property.
Disclaimer
PWD makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. PWD will not be held responsible for any and all damages resulting from products and/or services it supplies. PWD is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take resonable steps to investigate the materials we recommend, we accept no responsibility for the performace or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold PWD responsible for any such loss or damage. Any claim against PWD shall be limited to the relevant fee(s) paid by the Client.
PWD reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. PWD will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
PWD and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. PWD recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
Force majeure
The PWD shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his reasonable control including (without limiting the foregoing): Illness; Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Client; 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 PWD elect to terminate the contract and pay for work done and materials used, but subject there to shall otherwise accept delivery when available.
GDPR
PWD only gathers and stores personal data for the purposes of progress orders, archive orders, and communications. PWD will generally only ever collect data directly from the Client contact, however, we may sometimes collect data from a Credit Reference agency prior to opening of new accounts.
If a Credit Reference agency is used, then the information gathered will only be used for confirming information on the Credit Application forms and to view credit scores, before any decisions are made on opening new accounts. PWD only uses third party companies that adhere to the GDPR, as well as having sufficient data security procedures during the handling of your data.
PWD has electronic systems in place to ensure the safeguarding of personal data, which are now enhanced by complying with the GDPR. Personal data is stored in digital formats and physical within our main premises.
We have put in place security measures to prevent your personal data from being accidentally lost, used, altered, disclosed, or accessed without authorisation. We also allow access to your personal data only to those employees and partners who have a business need to know such data. They will only process your personal data on our instructions and they must keep it confidential.
We have procedures in place to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach if we are legally required to.
We will retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
When deciding what the correct time is to keep the data for we look at its amount, nature and sensitivity, potential risk of harm from unauthorised use or disclosure, the processing purposes, if these can be achieved by other means and legal requirements.
For tax purposes the law requires us to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they stop being customers.
Personal data can also be used to send you marketing communications either with your consent or our legitimate interests (namely to grow our business). You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by emailing us paul@paulwarddesign.co.uk. Personal data is never sold to 3rd parties.
Should you require any further information in relation to GDPR, please contact us paul@paulwarddesign.co.uk
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General
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. PWD reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
