Agency terms and conditions

These terms take effect from the start date of our first deliverable project. Appointing the agency to provide outputs and services confirms acceptance, by the client, of all terms.

The agency has the right to change, modify and alter these terms & conditions, without any prior notification.

If any of these terms are deemed to be unlawful or unenforceable, the exclusion will only apply to the specific term(s) in question. This does not invalidate any other term within this agreement.

Estimates & Fees

All estimates are generated on the provision of a written brief, with required scope and stated lead times. These must be provided in writing and supplied to the agency through email. Agency estimates will be supplied in writing and remain valid for 30 days.

All estimates are provided in confidence and cannot be shared with any third party outside of the client company, without prior arrangement.

Hourly rates according to specified services, are subject to our standard agency rate card. An estimation of hours required to deliver a client project will be presented to the client within the estimate.

Origination costs, including photography, video, stock image and video are supplied in addition to core agency services.

Any fees incurred from the accessing specific software fees, such as social media management and eCRM delivery, will be passed directly to the client.

Any project to deliver a proprietary website or software application will be subject to a 50% deposit, from the start of the project.

All invoices must be paid within 30 days of submission or on specific dates agreed on a pre-supplied billing schedule. We reserve the right to levy interest charges on late payments.

Whilst most estimates and fees will be presented as a project package, the agency may establish a billing schedule to cover services and costs at specific time intervals, during a project delivery. Any subsequent cancellation of a project, during the delivery, will be subject to all fees and costs up to the point. The agency reserves the right to suspend ongoing services following late payment.

Any preliminary concepting work will always be subject to fees, even at a speculative or ideation stage.

All fees are subject to standard VAT rates and are required to be paid through digital bank transfer.

Supplied assets

The client takes full responsibility for any artwork, application, code or visual materials supplied by the client for incorporation into agency outputs. These include copyright clearance, ownership and physical condition of the original asset.

The agency reserves the right to include additional charges for migrating any supplied artwork assets into the standard applications used by the agency.

The client takes full responsibility for any supplied text, including verity of any claims, grammar and editing. Any additional work to edit / improve supplied text, undertaken by the agency, will be subject to additional charges outside any agreed project fee.

Intellectual property

The copyright to concept and original artwork remains the property of the agency unless separate arrangement with the client. The agency reserves to right to store and share completed materials for the purposes of marketing and business development.

On approval and publication of any agency outputs on behalf of the client, any claims or expenses incurred or threatened from any infringement of copyright, from materials supplied by the client, remain the solely the responsibility of the client.

Whilst the agency shall use its available resources and professional experience to ensure creative outputs do not infringe any existing copyright nor cause any libellous claim, it remains the responsibility of the client to ensure materials are legally verified prior to publication.

Agency personnel and partners

All project management and client liaison will be controlled by appointed agency personnel, referred to as ‘account handlers’. The client shall not make direct communication with any additional employees or agency partners, without specific arrangement. At the cessation of any project or client relationship, the client shall not make any direct contact with any agency personnel (in the employment of the agency) and agency sub-contractors or partners, for a period of at least 12 months.

Client personnel and partners

All project management and client liaison will be controlled by client personnel with the responsibility to approve all costs, service fees and agency outputs. This also extends to possessing the legal stature, on behalf of the client company, to enter the agreements in these terms and conditions.

Whilst the agency will work with any appointed client partner, subject to arrangement, management of the agency relationships rests entirely with the original client and not delegated to any appointed partner. Any costs and service fees incurred by any client partner remain the responsibility of the original client.

Approval and proofing

The agency operates a paperless business operation, acknowledging the requirements for paper proofing for offline and printed materials.

All initial concepts, designs, layouts, wireframes, social media calendars, video edits, animations and proposals will be generated and shared on digital formats for initial client feedback and ultimately final approvals.

On recommendation of the agency and or requirement by the client, creative for print will supplied in physical hard copies at final proofing stage. This can and will include additional reprographic samples for final pre-press approval.

The agency takes responsibility for any typographical errors and quality control during the pre-approval stages. Once final approval is given by the client, the client takes responsibility for costs incurred correcting any errors beyond the point of final approval and the agency submitting files to the client.

Force Majeure

The agency carries no liability for any impact incurred by an Act of God, fire, flood, war, drought, power outage, serious economic or social event. Should any project or campaign suffer impact from any such events, the agency and client will make a separate contingency arrangement. Should such events require the client to terminate a project or retained service, the client will be liable to pay for services and costs incurred prior to that arrangement.

Indemnity 

The client takes responsibility for any claims brought against the agency by any third party in direct consequence for outputs and provision of services for the client. This will include all costs incurred for any claim outside any act of negligence by the agency.

The agency, in no event, is liable for any client loss of business, contract disruption, nor contraction of profits, which occur from the provision of outputs and services for the client, by the agency. This includes acts of negligence by the agency, by agency partners, clients and client partners. This also extends to any incidental events beyond the influence or control of the agency.

The agency does not offer full warranty on the provision of services and outputs from any third party. However, the agency will assign their own warranty on the provision of these outputs and use its diligence and care to ensure service continuity is maintained.

The agency provides its own indemnity insurance to cover any specific negligence in causing personal injury of death.

Digital projects

All website projects are planned and programmed to work on both desktop and responsive (mobile / tablet) browsers. All website projects are tested on the following browsers:

Chrome / Safari / Firefox

iOS Safari / Google Android

Compatibility testing is both the responsibility of the client and the agency, prior to any go-live date. Any technical issues observed by the client must be raised with the agency at this stage.

On payment, the ownership and copyright to all publicly visible content is passed to the client. Once the client has approved a website to go live, the client takes full responsibility for its text and visual content. The code and processing scripts within the website remain the copyright of the agency.

Content management

Outside of specific service level agreements for the agency to provide on-going content management, the client remains responsible for all publicly visible content. In the event of a client taking full ownership of content management and updates, the agency cannot be held responsible for any restricted performance arising from the upload of new assets to the website, by the client.

The client takes full responsibility for content presented publicly on any digital asset delivered by the agency. The agency will intervene and prevent the publication of any material deemed obscene, abusive, defamatory or offensive.

Furthermore, the client must ensure any content displayed does not conflict with existing copyrights, trademarks or patents held by other, unrelated parties. Any costs incurred from any legal challenges or claims of damages, by any third party, remain solely the responsibility of the client.

Future proofing

Where open-source software is used to support a website or digital application, the agency will use tried & tested applications / plugins, ensuring greater stability and performance. However, the agency cannot be held responsible for any impact on site performance incurred from software patching and versioning. The agency will, however, assist the client in managing any changes in software, through the technical support hourly rate.

Print projects

Proofing

For the majority of transactional print projects, client approvals are achieved through digital files along the creative and design process, up to final pre-production approval. This will entail 3 approval stages:

• Pre-artwork concept / layout approval
• First stage artwork
• Second stage and final approval

The agency accepts there will need to be a small degree of flexibility in versioning to final approval, provided this flexibility is kept to a minimum.

Once final artwork is fully approved and files have been passed to print, the client takes full responsibility for the cost of any corrections to artwork, including reprographic and reprinting costs.

The agency will take responsibility for the costs of any negligible preparation of files, prior to transit to print.

Paper approvals

For specific print projects, including brochures, press and OOH campaigns, proofing will be required beyond reprographics to test paper stock and colour performance. The agency will provide their expertise and commentary, whilst the client will take responsibility for final approvals. Any costs for additional reprographics and proofing are solely the responsibility of the client.

Print management

In most instances, the agency will work alongside a print supplier / broker, working as direct agent of the client. The agency will liaise with the print supplier, to ensure design choices are compatible with stock and desired finishes. In these instances, the agency takes no responsibility for the quality of final outputs. Any further costs incurred to improve the quality of final proofs and finishing are solely the responsibility of the client.

Versioning 

The agency will support both the client and print partner in the production of uniquely coded or versioned print materials. The agency will ensure all artwork files are properly prepared according to the instructions of the print partner and will take responsibility for any file preparation up to final artwork. All versioning and coding, at print stage, remains the responsibility of the client in direct arrangement with the client print partner.

Email / eCRM campaign management

Data 

The client shall take responsibility for the provision and secure storage of any customer data. This includes data collected through digital response channels, directly by the client, and the acquisition of purchased data from a third-party broker.

For the purposes of email broadcasts, the client takes full responsibility for ensuring data has been collected and consented in a legal manner, compliant with all current UK data protection laws. This applies to both accumulated and purchased data.

Software

Whilst the agency will make recommendations on using the right enterprise eCRM systems, the licencing and ownership of any licenced access to use the software, remains the responsibility of the client.

Whilst the agency will support the client in data processing, the client takes full responsibility for any data migration into any licensed software application and processing opt-outs and cleaning data following broadcasting.

Hosting

The client will provide a hosted email server to support all outbound broadcasts.

Social media management

Communities

The client remains the sole host for all social media communities, including legacy, current and future users and user groups. Whilst the agency will provide services to improve the health of these communities and adjust the performance of social media engagement, the agency does not take any responsibility for the behaviour of users / user groups within a given community.

Brand reputation

Whilst the agency will support the client in appraising and optimising brand health across individual social communities, including the improvement of outbound engagement to amplify social media performance, the client takes full responsibility for the reputation and perception of their brand within social media space.

Whilst the client will be given the means to approve all outbound content prior to publishing, the agency takes no responsibility for the impact any social media content has to a client’s brand reputation.

Furthermore, the agency will take no responsibility for any impact on revenue or financial loss incurred from any social media activity, including the use of content and social media management undertaken by the agency.

Content

For all social media content generated by the agency and approved by the client, the client shall take full responsibility for any copyright clearance on materials shared through outbound and responsive social media posts. Any costs or damages incurred through sharing materials in conflict of copyrights, trademarks or patents are solely the responsibility of the client. This will apply to any textual content, static imagery, animation or film.

The agency reserves the right to refuse the distribution / sharing of content or material that is deemed to be obscene, abusive, defamatory or offensive. This includes content generated on instruction of the client and sharing any third-party content from other social media accounts.

Outbound content management

The agency provides social media management services, using the support of commercial social media software. As this software requires secure access to the client’s social media accounts, it is standard practice for the client to take ownership of the software licence, subsequently granting the agency permission to access the software. The client is also required to pay the software licence fees directly.