Graphic Design Terms And Conditions
1. Definition of Terms
Unless otherwise stated, the following definitions apply to this document:
- “ShoutAbout Ltd” – of 2nd Floor, 58 High Street, Newport, Shropshire, TF10 7AQ.
- “we,” “us” and “our” are references to ShoutAbout Ltd;
- “you,” “your” and “client” are references to the person paying for services from ShoutAbout Ltd having entered into this agreement;
- “order” or “contract” means a request made by the client to us for services to be supplied subject to these terms and conditions;
- “charges” are the charges payable by the client for the provision of services.
- “work” and “the work” is the subject matter of the contract between the Client and ShoutAbout Ltd.
- “parties” relates to ShoutAbout Ltd and the Client.
- "services" are design, graphic design, illustration and other services or facilities provided by us to you;
- "deliverables" are all works, materials and products developed by ShoutAbout Ltd in relation to the Services in any media including without limitation designs, diagrams, drawings, artwork and specifications;
- “intellectual property rights” are all patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may subsist in any part of the world.
- “materials” are all materials and content provided by the client to ShoutAbout Ltd from time to time in connection with the Services.
2. Ordering Process
2.1 Order Acceptance
We reserve the right to refuse, cancel or reject any order made by the client. In such cases, a full refund will be made using the same method of payment as was originally used.
A deposit of 50% is required before any work will be carried out. This figure is non-refundable and the value of which is at our sole discretion. ShoutAbout Ltd reserves the right not to begin the Work until the said deposit has been paid in full.
2.3 Final Payment
The remaining balance shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 3.4 Approval of Work and Clause 3.5 Rejected Work hereof.
2.4 Refunds & Cancellations
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, ShoutAbout Ltd will need formal notification in writing to its 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 7 days. Please note: any cancellation which is not formally confirmed in writing and received by ShoutAbout Ltd within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
3.1 Completion of Work
ShoutAbout Ltd warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. ShoutAbout Ltd will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement.
3.2 Changes to Brief / Specification
ShoutAbout Ltd will not undertake changes to the specifications of the Work which would increase the cost, without prior authorisation from the Client. Any additions to briefs provided will be carried out at the discretion of ShoutAbout Ltd and where no charge is made by ShoutAbout Ltd for such additions, ShoutAbout Ltd accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
3.3 Supply of Materials
The Client is to supply all materials and information required for ShoutAbout Ltd to complete the Work in accordance with the agreed specification. The client agrees to make available as soon as is reasonably possible to ShoutAbout Ltd all materials required to complete the work to the agreed standard and within the set deadline. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, ShoutAbout Ltd has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Work for more than 14 days ShoutAbout Ltd has the right to invoice the Client for any part or parts of the Work already completed.
3.4 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the final balance or 50% balancing payment under Clause 2.2 Payment will become due. The Client should notify ShoutAbout Ltd in writing, of any unsatisfactory points within 7 days of approval. Any of the Work which has not been reported in writing to ShoutAbout Ltd as unsatisfactory within the 7 day review period will be deemed to have been approved. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
3.5 Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by ShoutAbout Ltd to remedy any points reported by the Client as unsatisfactory, and ShoutAbout Ltd considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and ShoutAbout Ltd can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
3.6 ShoutAbout’s Use Of Work
ShoutAbout reserves the right to use the Work produced for the Client, including without limitation images, code and videos to promote ShoutAbout and its services throughout all forms of media including without limitation websites, brochures, flyers and email marketing.
A deposit of 50% is required before any work will be carried out. This figure is non-refundable and the value of which is at our sole discretion. The remaining balance shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 3.4 Approval of Work and Clause 3.5 Rejected Work hereof. Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 2% per month of the outstanding amount.
If accounts are not settled or ShoutAbout Ltd have not been contacted regarding the delay, we will then pass such cases to the Small Claims Court to pursue payment, non payment can result in county court judgements (ccj’s) being added to the clients credit rating. Following consistent non payment of an invoice a Solicitor will contact the client in question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons.
4.3 Returned Cheques
Returned cheques will incur an additional fee of £50.00 per returned cheque.
All invoices will be sent via email. Clients are required to pay their invoice in advance using an available method of your choice, within 7 days of the invoice issue date.
All invoices and payments are processed in GB Pound Sterling (£) and conversions will be made by the credit card company or bank of the client. Prices shown in any other currencies on this web site or other promotional material are to be treated as a guide only and may be inaccurate due to changes in the exchange rates. All clients are advised to check amounts using accurate recent exchange rates before ordering.
5.1 Third Parties
ShoutAbout Ltd can take no responsibility for services provided by third parties through us or otherwise, including Printing of the Client's artwork.
5.2 Correction of Errors
The Client is expected to proof read the design work produced by ShoutAbout Ltd before being made generally available for use. This will be signed off whereupon the client becomes liable for any mistakes.
5.3 Replication of Artwork
Every effort will be made to obtain the best possible colour reproduction on clients work but due to the nature of the process involved ShoutAbout Ltd shall not be required to guarantee an exact match in colour between the printed results and any proof or existing copy so supplied. Any proof copies issued are NOT colour accurate and are issued for content checking only.
5.4 Consequential Loss
Under no circumstances will ShoutAbout Ltd be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its artwork.
5.5 Status and Duration of Offers
Proposals and offers are valid for a period of thirty days from the date issued. ShoutAbout Ltd is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the sixty days that the offer is valid. If an acceptable timetable has not been approved by both parties within sixty days of the offer being made, the offer is deemed to have expired.
6. Force Majeure
6.1 Force Majeure
ShoutAbout Ltd shall not be liable to the client or deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the obligations of ShoutAbout Ltd in relation to the Services, if the delay or failure was due to any cause beyond the reasonable control of ShoutAbout Ltd. Without prejudice to the generality of the foregoing the following, shall be regarded as causes beyond the reasonable control of ShoutAbout Ltd: Act of God, explosion, flood, tempest, fire or accident, War or threat of war, sabotage, insurrection, civil disturbance or equisition, Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government parliamentary or local authority, strikes, lockouts or other industrial action or trade disputes (whether involving employees of ShoutAbout Ltd or any third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
7. Limitation of Liability
7.1 Intellectual Property Rights
7.1.1 Materials - The client shall ensure that the Materials and/or their use do not infringe the Intellectual Property Rights of a third party or any applicable laws or regulations. ShoutAbout Ltd is entitled (in its sole discretion) to refuse to use any Materials. The client shall indemnify and hold ShoutAbout Ltd harmless against all and any damages, liability, demands, loss, expenses and costs (including without limitation legal fees) suffered or incurred by or awarded against ShoutAbout Ltd in connection with or arising as a result of any action or claim that the Materials and/or their use infringe the Intellectual Property Rights of a third party or any applicable laws or regulations.
7.1.2 Deliverables - All Intellectual Property Rights and all other rights in the Deliverables (excluding for the avoidance of doubt the Materials) shall be owned by ShoutAbout Ltd. ShoutAbout Ltd hereby licenses all such rights to the client on a non-exclusive, non-transferable, non-assignable basis (with no right to sub-licence) to such extent as is necessary to enable the client to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If the client does not make any payment to ShoutAbout Ltd by the due date or if ShoutAbout Ltd terminates the Contract for the client’s material breach or insolvency this licence will automatically terminate. [ShoutAbout Ltd makes no representation or warranty that the exercise of the rights granted to the client will not infringe the rights of any third party.]
7.1.3 Offers & Proposals - Offers and proposals made by ShoutAbout Ltd to potential clients should be treated as trade secrets and remain the property of ShoutAbout Ltd. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from ShoutAbout Ltd. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
ShoutAbout Ltd will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
7.3.1 Clients - ShoutAbout Ltd will not be liable or become involved in any disputes between the client and their clients and cannot be held responsible for any wrongdoing e.g. any disputes re content / images that have been provided to us for inclusion on the design.
7.3.2 Appointed Agents - ShoutAbout Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
7.3.3 Materials - ShoutAbout Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the inclusion of material and information submitted by the client.
8. Rights & Responsibilities
8.1 Right to Terminate
ShoutAbout Ltd reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
8.2 Events Beyond the Control of ShoutAbout Ltd
ShoutAbout Ltd will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of ShoutAbout Ltd.
8.3 Supply and Pricing of Services
ShoutAbout Ltd reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of England which shall claim venue and jurisdiction for any legal action or claim arising from the contract between ShoutAbout Ltd and the Client. The said contract is void where prohibited by law.
9.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
9.3 Change of Terms and Conditions
These terms & conditions may change from time to time. All clients are encouraged to review this document on a regular basis to ensure they are aware of any changes.
10. Acceptance of Terms & Conditions
The placement of an order for any services offered by ShoutAbout Ltd constitutes acceptance of the above terms and conditions and forms a Contract between the client and ShoutAbout Ltd. The client agrees to the supply of the Services in accordance with these terms and conditions, acknowledges that it has read and understood these terms and conditions and agrees to be bound by them.
If you have any questions concerning the above stated terms and conditions please contact us.