Terms and conditions
Definitions: The ‘agency’ is Vivid Agency Ltd. The ‘client’ is the party, or any person acting on their behalf who enters into a contract with the ‘agency’.
1. All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation.
2. The costs provided when quoting are guide prices based upon what the agency anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approvals. Within reason, additional charges may be payable if there are significant variations to this, although the client would be made aware of this in advance. Charges are unlikely to deviate from those quoted unless requirements change. All quoted prices are subject to sight of any supplied content or files and are for the listed and mentioned services only, carried out in normal working hours (9:30am to 5:30pm Monday to Friday) and are valid for thirty days from date of quote. Any additional services required to complete a project will be quoted for in advance and charged accordingly.
3. No creative or development work will commence until the agency has received written approval of the quotation, a purchase order and a minimum deposit of 50% of the agreed costs unless otherwise agreed in writing. This ensures that the agency is equipped to provide the levels of service required, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage.
4. Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. before or on delivery of printed items, publishing of website etc.). Failure to make final payment at this point may result in delays in project delivery.
5. If a quotation has been provided where a project will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before the agency is able to progress to the next stage. Where a project has been quoted in two halves (initial 50% deposit and final 50% balance) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of the agency.
6. If any project exceeds the estimated timeline agreed or extends beyond three months from approval of quotation (whichever occurs first) for reasons which are outside the agency’s control, the agency reserves the right to invoice 100% of any outstanding balance.
7. Any printing, production, fulfilment, mailing or third-party services that are provided by the agency will require a minimum up-front payment of 75% (this figure will be at the discretion of the agency and may in some cases be 100%) of the agreed cost. Please note that the agency will be unable to proceed to this stage without receipt of or proof of this payment.
8. Unless otherwise stated above or previously agreed in writing, all invoices are due within fourteen days of any invoice date.
9. Unless otherwise agreed in writing, work will usually commence within ten working days of deposit receipt. Any anticipated completion date provided by the agency is subject to options chosen and client co-operation in provision of information, resource (copy, logos, images etc.) and written approval. The agency will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amendments requested, or additional requirements may result in delays. Timelines provided are estimated but the agency will not be held liable if the project over-runs due to delays caused by the client not providing information, accessible files, usable images or delaying approvals, or any third party issues or any technology/hardware issues or force majeure.
10. Costs provided allow for two creative concepts / designs per brief (unless otherwise agreed) for the client to select from. In the event that the client is not satisfied with the first round of presented work, the agency will develop a further round of additional creative development to the same brief. If after this second round there is still no agreement on direction, the agency reserves the right to potentially bring to an end any agreement with the client with no refund of deposit or payments made previously.
11. Costs provided allow for a maximum of two sets of minor client amendments after which time additional charges may become chargeable, although the client would be made aware of this in advance.
12. At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc.) the client will need to proof read and provide their approval of the project in writing. No further development can be undertaken until the agency is in receipt of written approval confirmation. Any amendments to work after signed approval may incur additional charges for further time spent, although the client would be made aware of this in advance.
13. Costs provided allow for occasional meetings at key stages for a reasonable length of time between the agency and client. Some meetings may incur additional charges for time spent, expenses etc. although the client would be made aware of this in advance.
14. Unless otherwise specified, costs quoted exclude the following where relevant: VAT, print, commissioned illustration, photography or stock images, image retouching, image scanning, copywriting, travel, couriers, website hosting, website content management training and support, and any other third party costs that may be incurred.
15. It is assumed that unless otherwise stated, copy and images will be provided by the client (the agency may contribute to copy by suggesting headlines, and top-line messages etc. as a natural part of the creative process). It is the responsibility of the client that all materials (including, but not limited to images – photographs, diagrams or illustrations, the client’s own and third party logos as well as intellectual property in other media) supplied to the agency by the client will have the relevant copyrights, licenses and permissions for use in the commissioned project. The agency will not accept responsibility/liability for infringements caused by any wrongly supplied materials.
16. The agency recommends that clients use our preferred suppliers for print and is able to provide competitive quotations to ensure quality and service is maintained until delivery of the final product. Although clients are not contract-bound to use the agency to provide this service, it is highly recommended for quality control. If a client prefers to use their own print supplier, the agency can provide artwork to specifications sourced and supplied by the client, for the client to manage, but the agency will be unable to monitor, advise or take any responsibility for the process or final product.
17. Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g. the agency printer, the client’s printer, the image setter, the monitor etc. will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc.) used, individual preferences (ambient light, personal computer settings etc.) and several other reasons. As a result of this the agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. The agency does not accept any responsibility for colour variations as a result of these indeterminate factors.
18. All creative work produced and devised during a project, creative, digital, software files remain the property – physically, intellectually and in copyright, of the agency until full payment has been made and all project costs have been cleared. The agency reserves the right to commission freelance support or outsource any project. Any third party’s copyright or intellectual property will remain with that party unless otherwise agreed in writing. The agency reserves the right, with the client’s permission, to use any work for self-promotion in its portfolio, in presentations, on its website and online.
19. Vivid Agency Ltd will never knowingly infringe any copyright or trademark and will deliver, to the best of the agency’s knowledge, creative solutions that are original and unique to the agency. The agency cannot guarantee the client exclusivity of any concept, strategy, design or other intellectual property provided. Therefore the agency will not accept liability for any alleged claim from the client or any third party as the result of unintentional similarity in part or whole of a third party’s copyright protected or registered trademark or brand, identity, strap line, colour usage, image style and content, product or otherwise. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the UK Intellectual Property Office if required.
20. If requested, the agency will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc.). However the agency does not by default (and possibly without further charge) provide clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any working or development files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with the agency for non-exclusive future use.
21. The agency will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.
22. The client agrees to indemnify Vivid Agency Ltd and keep the agency indemnified and hold the agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The agency will not be held responsible for any delays, errors or losses arising from any third party.
23. The client agrees to alert the agency in writing to any defects or problems in relation to work and services provided, within three working days of the completion and delivery of the project or service. The agency will not be liable for any claims made after this period.
24. For all web related projects, unless specifically stated, the client will retain ownership of the web page design only (ownership is not applicable to proprietary software and programs or source code, such as databases, and/or content management systems, web application source code or associated files/animations).
25. Vivid Agency Ltd cannot accept liability or be held responsible financially or otherwise for any loss or damages incurred due to changes or updates to websites carried out by our client/s or their representative/s or any third parties.
26. The agency offers a website hosting service to host the websites we have built for our clients, this hosting service is recommended in order to ensure on-going quality of service. Although the standard of our hosting packages are high, the agency is unable to guarantee 100% ‘up-time’ (as no website host could) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. The agency makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall the agency, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on the servers.
27. Acceptance of a quotation will be taken as acceptance of the agency’s terms and conditions. These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. Vivid Agency Ltd reserves the right to change or modify these terms at any stage with immediate effect.