Last updated 1st February 2016
The following Terms and Conditions of Service apply to all artwork, graphic design, print, marketing materials and creative services provided by Intimation Creative Limited. Additionally, the following Terms and Conditions of Service apply to all social media, PR and copywriting services provided by Intimation Creative Limited under the trading style of “Rubber Lips PR”.
All design work, supply of print, website development, website hosting and other creative services are carried out or supplied by Intimation Creative on the understanding that the client has agreed to Intimation Creative’s terms and conditions.
Copyright of all graphic design work is retained by Intimation Creative including copy, concepts, ideas, proofs and illustrations (unless specifically released in writing) until after all invoices have been settled. When all invoices are settled in full, the ownership of the project and the copyright associated shall become the property of the client. Intimation Creative reserves the right to use the client’s work for our own promotion, unless requested not to do so by the client. If multiple design concepts are submitted, only one concept shall be signed over by Intimation Creative as fulfilling the contract. All other concepts, artwork, creative and designs remain the property of Intimation Creative, unless agreed in writing.
At the time of proposal, Intimation Creative will provide the client with a written estimate or quotation. Terms and Conditions shall be provided with the written estimate or quotation or can be read on Intimation Creative’s website at www.intimation.uk/termsofbusiness/.
The written estimate or quotation is to be formally agreed by the client to indicate acceptance of the costs and these terms and conditions, and this should be done in writing or by email. Alternatively, the client may send an official order in reply to the estimate or quotation, which binds the client to accept Intimation Creative’s terms and conditions. No work on a project will commence until Intimation Creative has received agreement to proceed.
Project Acceptance & Fees for New Clients
Clients with whom Intimation Creative do not have an established trading history shall be invoiced in advance of the first project to be undertaken for the full value of the initial project on acceptance of the written estimate or quotation. Work on the project will not commence until Intimation Creative has received payment in full for this amount. Further projects undertaken shall be subject to the standard client credit terms.
Design, Creative Services & Marketing Material Fees
Fees for design services, social media, PR, creative services and marketing materials to be provided by Intimation Creative, will be set out in the written estimate or quotation that is provided to the client. The client’s acceptance of the estimate or quotation shall indicate the client’s acceptance of the Terms & Conditions.
Web Design & Development Fees
Fees for the design and development of website projects, 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 the Terms & Conditions, a deposit of 50% of the quoted fee will become immediately due for payment unless credit terms have been agreed in which circumstance an invoice for 50% of the agreed costs shall be immediately issued. The balance shall be invoiced upon completion of the project or at the time of site launch.
Web Hosting Fees
Fees for the supply of web hosting services to be provided by Intimation Creative, will be set out in the written estimate or quotation that is provided to the client are issued annually in advance. When being provided as part of a new website, development costs shall be invoiced in full at the acceptance of the costs provided to the client be Intimation Creative.
Domain Name Costs & Renewal Policy
Fees for the supply of domain names to be provided by Intimation Creative, will be set out in the written estimate or quotation that is provided to the client are invoiced for a two year period, in advance. When being provided as part of a new website development costs shall be invoiced in full at the acceptance of the costs provided to the client by Intimation Creative. At renewal of domain, an invoice shall be sent to the client in advance of the renewal date to allow cancellation if required. Should the account remain unpaid the service shall be deemed to be cancelled and shall not be renewed.
Where a domain name registration lapses due to the non payment of an invoice, the client shall accept liability and agrees to fully indemnify and hold Intimation Creative free from harm in any and all claims resulting from the lapse of the registration of the domain.
Credit & Invoice Terms
Clients shall receive standard terms of 30 days from the date of invoice, unless other credit terms are agreed between Intimation Creative and the client. Agreement of credit terms other than the standard will be detailed in writing or by email and will be indicated on all invoices sent out.
Intimation Creative reserves the right to undertake a full credit check prior to agreeing credit terms; in this instance a credit application form shall be provided to the client for completion. Intimation Creative reserves the right to cancel credit terms with the client at any time should the agreed terms not be adhered to.
Provision of Purchase Orders
Where the client requires that a purchase order number be appended to an invoice for Intimation Creative to receive payment, the purchase order number shall be required at the time of the acceptance of the costs provided. No work on a project will commence until Intimation Creative receives the purchase order number.
Where client project deadlines require the immediate start of an agreed project, Intimation Creative may agree to undertake the project prior to receiving the required purchase order. Where the invoicing of a completed project is delayed due to the late receipt of a purchase order, Intimation Creative shall back date the invoice to the date of completion of the project applying the client’s credit terms from the date of invoice.
Payments may be made by BACS, cash, cheque, PayPal or previously agreed electronic funds transfer. Payments made by PayPal shall be subject to a surcharge of 4% of the invoice amount to cover charges levied by PayPal. Where international payment charges are applied to a payment received, the client shall be invoiced for the cost of the charge.
Publication and/or release of work done by Intimation Creative on behalf of the client, may not take place before funds have cleared.
Returned cheques will incur an additional fee of £50 per returned cheque. Intimation Creative reserves the right to consider an account to be in default in the event of a returned cheque.
Accounts in Default
An account shall be considered default if it remains unpaid in excess of the client’s agreed credit terms from the date of invoice, or following a returned cheque.
Intimation Creative shall be considered entitled to remove Intimation Creative’s and/or the clients’ material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for creative 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 their obligation to pay the due amount.
Where physical products have been supplied, Intimation Creative shall be considered entitled to remove the physical products supplied, until the amount due has been fully paid. Removal of such materials does not relieve the client of their obligation to pay the due amount.
Where contract or subscription services are being supplied, Intimation Creative shall be considered entitled to suspend the supply of the contract or subscription service, until the amount due has been fully paid. This includes any and all unpaid monies due for including, but not limited to, social media, PR, search engine PPC, mentoring and marketing campaigns. The client shall accept that a suspension of contract due to an account in default shall not terminate an agreed contract or relieve the client of their obligation to make full payment on an agreed contract.
Where an account is considered in default, the client shall accept liability and agrees to fully indemnify and hold Intimation Creative free from harm in any and all claims resulting from the removal of digital material, removal of physical product or suspension of contract or subscription service.
Collection of Default Accounts
Where payment is not received by the due date of an invoice, Intimation Creative shall formally request for payment to be made within a seven day period, where after the debt shall be passed to our debt collection agency, Direct Route Collections, without further notice.
The client accepts liability for all costs associated with any collection procedure due to the late payment on invoices in addition to the value of the initial debt. Where the client does not adhere to the credit terms agreed within Intimation Creative’s terms and conditions, then Intimation Creative reserves the right to cancel the credit agreement provided to the client.
Copyrights and Trademarks
By supplying text, images and other data to Intimation Creative 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.
Intimation Creative retains copyright of all creative services (unless specifically released in writing) until all invoices have been settled. This shall apply to copy, concepts, ideas, proofs, illustrations and all other creative services.
Should Intimation Creative, 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 Intimation Creative to remove and/or replace the file.
The client agrees to fully indemnify and hold Intimation Creative free from harm in any and all claims resulting from the client not having obtained all the required copyright, and/or any other necessary permission.
The client agrees that changes required over and above the estimated 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 Intimation Creative holds no responsibility for any amendments made by any third party, before or after a design is published.
Where, following a meeting between representatives of Intimation Creative and representatives of the client, Intimation Creative submits a report of the meeting to the client recording decisions, agreements, amendments or other matters discussed. That report shall be deemed to be a true and accurate record of the meeting and of the decisions taken or agreements reached, unless within 48 hours of the date of the report the client notifies Intimation Creative in writing that it does not accept any part, or parts, of the report as being a true record of the meeting.
Third Parties – Client Appointed Printers
Where a client specifies a third party producer of any printed materials, including, but not limited to, lithographic print, digital print, offset web print, signage, large format print and exhibition print, Intimation Creative shall provide print ready artwork supplied to a fully acceptable standard of our established trade suppliers. Where a third party supplier request changes to print ready artwork delivered, the client agrees to be liable for the costs of any additional work required.
The client shall accept liability for the choice of third party printer and agrees to fully indemnify and hold Intimation Creative free from harm in any and all claims resulting from issues arising from the supply of print from the third party printer, including, but not restricted to, colour variations, quality of media, artwork variations and print plate faults.
Third Parties – Web Hosting
Where a client specifies a third party web hosting company, Intimation Creative endeavour to upload the website development to the host suggested. This shall be subject to the required technologies being available within the web hosting package. Microsoft web hosting accounts cannot be used. Where the use of a third party web host requires changes to the structure or build of the website, the client agrees to be liable for the costs of any additional work required.
The client shall accept liability for the choice of a third party web host and agrees to fully indemnify and hold Intimation Creative free from harm in any and all claims resulting from issues arising from the use of a third party web host, including, but not restricted to, loss of data, virus infection, hacking and slow data/site access.
Any design, copywriting, drawing, idea or code created for the client by Intimation Creative, 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 Intimation Creative 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, first use or searches and legal advice sought as to its use. Intimation Creative will not be held responsible for any damages resulting from such claims. Intimation Creative is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The client agrees not to hold Intimation Creative responsible for any such loss or damage. Any claim against Intimation Creative shall be limited to the relevant fee(s) paid by the client.
Media Buying and Other Suppliers
Where Intimation Creative purchase media advertising services on behalf of the client, these shall be subject to a commission detailed in advanced and agreed by the client, on the gross amount payable for the client’s advertisements. Intimation Creative shall invoice the client for the full cost of the advertising (including any commission) immediately upon placing the client’s advertisement and the same shall be payable forthwith.
The client agrees to Intimation Creative’s definition of acceptable means of supplying data to the company. Text is to be supplied to Intimation Creative in electronic format as standard text (.txt), MS Word (.doc) on CD-ROM, USB flash drive or via e-mail. Images that are supplied in an electronic format, are to be provided in a format as prescribed by Intimation Creative via CD-ROM, USB flash drive, or electronic data format. Images must be of a quality suitable for use without any subsequent image processing, and Intimation Creative will not be held responsible for any image quality, which the client later deems to be unacceptable. Intimation Creative cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials. 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.
Design Project Duration
Any indication given by Intimation Creative of a design project’s duration is to be considered by the client to be an estimate. Intimation Creative 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 Intimation Creative.
Design Project Completion
Intimation Creative considers the design project complete upon receipt of the client’s agreement and sign off.
When a web design is complete, Intimation Creative will provide the client with the opportunity to review the resulting work. Intimation Creative will make one set of minor changes at no extra cost within 30 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Intimation Creative by e-mail or fax and confirmed by post or telephone.
Intimation Creative will consider that the client has accepted the website as completed, if no notification of changes is received from the client, within 30 days of the start of the review period.
The client agrees to allow Intimation Creative to place a small credit on printed material, exhibition displays, advertisements and/or a link to Intimation Creative’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 Intimation Creative to place all designs on Intimation Creative’s own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed otherwise.
Rights of Refusal
Intimation Creative 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. Intimation Creative also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Intimation Creative does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the client is obliged to allow Intimation Creative to remove the contravention without hindrance, or penalty. Intimation Creative is to be held in no way responsible for any such data being included.
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, Intimation Creative will need formal notification in writing to the company’s postal address or by email, which shall be acknowledged. 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 30 days. Please note: any cancellation which is not formally confirmed in writing and received by Intimation Creative within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
Creative Works for Tenders and Pitches
Where creative services are provided by Intimation Creative as part of a formal tender or pitch procedure, then the requesting client entity shall be subject to Intimation Creative’s terms and conditions. All supplied artwork designs remain the property of Intimation Creative, unless agreed in writing. Should Intimation Creative not be successful in a tender or pitch process, and designs or other proposed creative elements are found to have used by the client entity, then Intimation Creative shall invoice the client entity for the value of the project.
Intimation Creative makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Intimation Creative will not be held responsible for any and all damages resulting from products and/or services it supplies. Intimation Creative is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The client agrees not to hold Intimation Creative responsible for any such loss or damage. Any claim against Intimation Creative shall be limited to the relevant fee(s) paid by the client.
Intimation Creative 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. Intimation Creative will not knowingly perform any actions to contravene these and the client also agrees to be so bound. Sub-contractors, agents and suppliers and any work, content, services will be chosen on previous trading experience with Intimation Creative and the quality of their previously supplied services to Intimation Creative.
Intimation Creative 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 5% of the total ordered. Intimation Creative recommend that if an exact quantity is required, then 5% extra is added to the quantity and extra time made available should the job be delayed.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Intimation Creative reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
Acceptance of Quotation and Terms and Conditions
The placement of an order for design and/or any other services offered by Intimation Creative and validated by the client’s signature on the estimate or quotation or the provision of written agreement within an email from the recipient of an estimate or quotation, 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 Intimation Creative.