The Boring Bit
Terms & Conditions
In these conditions “the Customer” means the person, firm or company who commissions the services of Oohlala Studio “the Company”. By commissioning the Company to undertake work “the project” on their behalf, the Customer agrees that these Terms and Conditions of Trading define our working relationship. All projects, services or goods that the Company may be contracted to produce or provide for the Customer will be subject to the following:
The Customer may 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. All projects will require an upfront payment of 50% of the estimated fees. We will begin work upon the Customer’s written or oral approval of the estimate and cleared payment of any agreed upfront fees. This will constitute an agreement between us and of the terms and conditions on this page. The Customer agrees to pay the Company in accordance with the terms specified in each proposal/estimate or Invoice. Our standard payment terms are 14 days. Estimates are valid for 30 days from the date on the estimate. Where a written estimate is not received or necessary we will charge for time spent on any project at our current hourly or daily rate (this is available upon request) once we receive Customer’s written or oral approval to commence work. The Company’s charges and hourly rates are subject to change without notice, outside of any prior agreements.
Payment terms are 14 days. Please be aware that according to the Late Payment of Commercial Debts (Interest) Act 1998, freelancers are entitled to claim a £40.00 late fee upon non-payment of debts after this time, at which point a new invoice will be submitted with the addition of this fee. If payment of the revised invoice is not received within a further 14 days affitional interest will be charged to the overdue account at a statutory rate of 8% plus Bank of England base of 0.5%, totalling 8.5%. Parties cannot contract out of the Act’s provisions. We reserve the right without notice to charge interest on past due balances at the statutory rate without prior agreement as is our right and at any rate agreed otherwise in any contract between The Company and The Customer. We reserve the right to refuse completion or delivery of work until past due balances are paid. The Customer shall pay the Company’s costs, charges and expenses directly or indirectly incurred in obtaining or otherwise enforcing payment of outstanding accounts.
Revisions and alterations on work
Revisions and alterations on work requested by the Customer and performed by the Company 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 Company’s staff of meetings between the Customer and the Company. If the subject matter of a contact report is not questioned by the Customer 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.
Any files (proofs) submitted or re-submitted to a client should always be treated ‘as new’ and fully checked. The nature of artwork and design files means that all elements can be connected and therefore anything can be affected by a change. Any proofs we supply which are then signed off by client are expected and presumed to have been checked/read in their entirety – unless we or client specifically states otherwise.
Exclusion of liability
Under no circumstances whatever shall the Company be liable for losses special to the particular circumstances of the Customer, indirect or consequential loss including loss of profits, damage to property or wasted expenditure. Without prejudice to the other provisions of these conditions, the Company’s liability shall not exceed the total of the contract fees for the project. The fees for any project are based on the assumption that the liability of the Company and Customer are as set out herein.
Nature of copy and property belonging to others
The Customer 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 Customer 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 Customer’s responsibility to check proofs carefully for accuracy in all respects, including but not limited to prices, spelling, dimensions and distances. The Company is not liable for errors or omissions. The Customer’s signature or that of his authorised representative is required on return of all proofs or artwork or written confirmation via e-mail prior to release for printing or other implementation.
Completed and outstanding projects
A design project is considered complete upon receipt of the customer’s final approval. Other services such as web development, printing, display production, website uploading, website population, print production, publishing contracted on the client’s behalf constitute a separate project and can be treated as a separate charge. Projects that are left uncompleted by a client for more than 1 month (30 days) without any reasonable progression or further instruction will be invoiced. The invoiced amount will be for the work completed thus far.
Digital Payment Terms
Standard invoice terms are 15 days, however the very nature of online work means that in order for a project to enter the public domain (websites or HTML email campaigns hosted any where) the code must be be released, thus the company loses overall control of it. All digital projects must paid for in full before code can be released. All website projects will require an initial 50% deposit of the agreed project cost in order to commence.
Completed digital projects
CMS Websites by their very nature are editable by their owners and as such can be populated by them too. Should the client have content ready in good time we will populate up the pages of a new website as part of the project costs – prior to clients training on the CMS. (This population guarantee does not apply to pre-existing sites and those being updated. In this case a quote will be given for any extra population) Should a website or update be in a ‘finished state’* for more than 7 days before a customer has supplied content we will regard the project as complete and raise our invoice for full final payment. If this situation should arise we will always honour the population of 10 pages of the site upon receipt of content, after payment has been made.
*a ‘finished state’ is defined as a website or update that has been fully built with all agreed pages and sections created, all design and layout is as signed off and all features and functionality working correctly. It does not cover content such as, but not limited to, text or pictures to be supplied by the Customer.
The Company will not be held accountable for the failure of any plugins developed by a 3rd party, but will do its upmost to rectify any issues caused by such for an agreed fee. Any content or plugins added to a Customer’s website, developed by the Company, by the Customer or 3rd party on its behalf are the responsibility of the customer and the Company has no liability for those or any further additions made by the Customer or 3rd party on its behalf.
Property and suppliers performance
The Company 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 unauthorised 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 Company 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 Customer or his agents.
All materials or property belonging to the Customer, as well as work performed, may be retained as security until all just claims against the Customer are satisfied.
Rights of ownership
Once a project has been delivered by us and is fully paid for by the Customer, the Company will assign the reproduction rights of the design for the use(s) described in the proposal or contract. 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 Company, or purchased from a stock agency on behalf of the Customer, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (a Buyout) is negotiated on behalf of the Company, 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 Company 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 Company. We reserve the right to photograph and/or distribute or publish for the company’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.
Oohlala Studio retains all rights in and to all initial designs. Preliminary Designs shall remain the exclusive property of Oohlala Studio.
The Customer will indemnify and hold the Company harmless for any loss or expense (including legal fees), and agree to defend the Company 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 Customer and any of its products and services arising from the publication of materials that we prepare and the customer approves before publication.
Production schedules, storage of files and property belonging to the Client will be established and adhered to by both Customer and the Company, 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 the control of the Customer or the Company. Where production schedules are not adhered to by the Customer, final delivery date or dates will be adjusted accordingly.
This Agreement together with concept documents provided constitutes the entire agreement and understanding between the parties relating to the order. Except as may be expressly stated in this Agreement, it supersedes and cancels all prior agreements, statements, representations, understandings, negotiations, and discussions, whether oral or written, between the parties. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any statement, representation, warranty, or understanding made prior to this Agreement save to the extent that such statement, representation, warranty, or understanding is incorporated into this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it has not relied on (or has been induced to enter into this Agreement by) any statement, representation, warranty, or understanding made prior to this Agreement. Nothing in this paragraph excludes any liability for fraudulent misrepresentation.
In the event that anyone or more such provisions of this Agreement should be deemed to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining valid and enforceable provisions thereof which shall be construed as if such invalid or unenforceable provisions had not been inserted. Failure by the Company to enforce any of these conditions shall not be construed as a waiver of that condition or any other condition.
The parties agree to submit to the non-exclusive jurisdiction of the English courts.
Any headings utilised in this Agreement have been inserted for the convenience of reference only and should in no way restrict or otherwise affect the construction of the terms and conditions hereof.