Terms and Conditions
For some Enchant magic...
A successful project relies on both parties and it is important that all necessary information for the timely completion of the scope of work defined in the proposal/estimate is accurately supplied to Mike Nash Designer (the Agency) by the Client in the format requested and with reference to the project timing/detailed schedule.
a. Project timings and/or a detailed schedule will be provided at the commencement of the project by the Agency.
b. The Client guarantees the accuracy, completeness and reliability of all documentation and information supplied to us and indemnifies us against any claims that arise as a result of use of this documentation and information.
c. The Client will respond promptly to all stages of work as they are presented and provide accurate feedback and precise and timely decisions. Inaccurate feedback or retrospective decisions may impact on the integrity of the project, the agency's ability to complete the project and result in additional costs and increased timeframes. Delayed decisions may also impact on the integrity of the project, the agency's ability to complete the project and result in additional costs and increased timeframes.
d. Any dates defined within a schedule or by any other means shall only be regarded as fixed deadlines where this has been agreed in writing with the Agency prior to commencement of the supply of services.
e. Extension or compression of timings/schedule will be deemed to be a change to the scope of this proposal/estimate and therefore additional fees may be quoted at the agency's discretion.
f. The Agency will not accept any liability for failure to complete the project within projected timeframes if changing events prevent the project being completed accordingly. In this event we will highlight any concerns as soon as is practical.
g. Budgets have been calculated based on the Agency’s best assessment of the scope of the project based on the information supplied to the Agency by the Client. Changes and/or additional project requirements which manifest through discussions and/or meetings during the duration of the project or become evident as the project progresses due to inaccurate information supplied by the Client may be quoted additionally at the Agency's discretion.
h. Amendments are limited to those defined within the narrative for each stage of work and additional work will be quoted extra.
i. The parameters of our work covered by this proposal is restricted to the items detailed in the narrative for each stage and excludes third party costs other than those specified. The Client to act as Principal in Contracts with Third Party suppliers where defined within this proposal/estimate.
A Contract shall be formed between Mike Nash Designer (The Agency) and the Client for the Services. The proposal/estimate constitutes an offer by the Agency to supply the Services detailed in the proposal/estimate to the Client.
A Contract will be deemed to be in existence once the proposal/estimate has been approved in writing (in the form of a letter or e-mail) by the Client. The Contract will cover any subsequent changes to this proposal. If the Agency has not received written acceptance of the proposal/estimate, the Contract shall be deemed to have come into existence as soon as the Agency commences supply of the Services on the Client’s behalf.
Any presentations, descriptive matter, website or social media content, or advertising/exhibitions are published for the purpose of giving an approximate idea of the Agency’s services and shall not form part of the offer or Contract.
Any proposal/estimate given by the Agency is valid for a period of 20 business days from the date of issue.
2. Scope of the project
The scope of the project will be as set out in the proposal/estimate. The Client acknowledges that they have not relied on any presentation, discussion or statement, made or given by the Agency that is not set out in the Services and that they do not form part of the Contract and do not have any contractual force.
If the programme of work changes or increases, or there is a compression or extension of timeframes, or changes and/or additional project requirements which manifest through discussions and/or meetings, the Agency reserves the right to quote and charge extra. Amendments are limited to those defined within the narrative and additional work will be quoted extra.
The Agency undertakes to carry out the scope of the project as set out in the proposal/estimate with reasonable skill and care and in accordance with all applicable laws and regulations.
The role of the Agency in this project will be Consultancy and you will act as Principal in any Contracts with third parties unless detailed to the contrary within the proposal/estimate.
3. Payment terms
Payment terms will be as indicated within the proposal/estimate.
If the Client fails to make payment within the times specified then, without prejudice to any other right or remedy available, the Agency shall be entitled to charge the Client interest on the unpaid amount. This interest shall be at a rate of 1 per cent per annum above Halifax Bank Plc base rate, as varied from time-to-time, until full payment is made. In extreme cases of delayed payment, the Agency reserves the right to put a project on hold until such time as an account is brought up-to-date. All fees to be paid in Sterling without deduction of exchange commissions or taxes.
The Agency will recharge all expenses relating to disbursements, travel, subsistence, overnight accommodation at cost. Car mileage will be recharged at 0.45/mile.
5. Postponement or Cancellation
In the event of a postponement or cancellation of a project which has already been commissioned, then the following terms shall be applied:
The Agency shall pass on, at cost, any external charges which it has been necessary to pay and expenses incurred. There will normally be no additional charge for executive time, assuming the project is re-booked and takes place within 3 months of the original planned dates. If the project is not re-booked within 3 months it will be deemed to have been cancelled.
In the event of cancellation of the project, the Agency will charge, in full, all costs incurred up to the point of time of cancellation including external charges and expenses (where incurred) and executive time. Due to project phasing and resource commitment, fees at the time of cancellation may exceed those defined within the proposal for work in progress and the Agency will provide time sheet records to support the fee claimed if applicable. If there is any refund due of fees paid, these will be notified to the Client and paid accordingly.
6. Fulfilment of Terms
Where name generation and/or brand creation activity is a component of the project, the Agency will endeavour to ensure that all names submitted are both available and suitable for registration (as defined within the proposal/estimate) but will not accept any liability if following application for registration a name or strapline is deemed unsuitable for registration due to a challenge by an existing trademark holder or due to a conflict with an existing mark OR in circumstances where no trademark checks are carried out (contrary to our advice) they are subsequently challenged by a third party or deemed unsuitable for any reason.
The Agency shall use all reasonable endeavours to achieve the dates and times as detailed within proposals and subsequent correspondence and the Agency shall, where practicable, notify the Client if and when it is reasonably apparent that a delay may be incurred.
The Agency shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of their obligations under the Contract, if the delay or failure was due to any cause beyond the agency's reasonable control or by the failure of the Client to comply with key dates and information supply as defined within the proposal/estimate and subsequent correspondence.
Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the agency's reasonable control: i. act of God, explosion, flood, tempest, fire or accident; ii. war or threat of war, sabotage, insurrection, civil disturbance or requisition; iii. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv. import or export regulations or embargoes; v. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Agency or a third party); vi. difficulties in obtaining raw materials, labour, fuel, parts or machinery; vii. power failure or breakdown in machinery.
The Client must notify us in writing of any complaint relating to the Services (or part thereof) with precise details of the reason within 5 business days of the reason for complaint arising.
A notification of complaint does not remove the Client’s obligation to pay any outstanding invoices without delay or deduction or to defer or refuse a payment for work in progress.
Any complaint will be carefully considered by the Agency by with an offer to rectify the reason for complaint at no additional charge to the Client. If this remedy is deemed unsatisfactory then the Agency will seek to reach agreement on a refund of fees or termination of the contract in which case the Cancellation clause will apply.
8. Indemnifying Mike Nash Designer
The Client shall indemnify and keep indemnified the Agency against all proceedings, costs, claims, expenses and liabilities whatsoever which may arise wholly or in part in consequence of any communication with, use by or demonstration to third parties of any goods or services of the Client, which the Agency may in accordance with the proposals give or loan to such third parties ("the Services"). In performing the Services, the Agency will be acting in their capacity as Consultant for the Client.
The above indemnity shall only apply to the extent that the Agency acts in accordance with the scope of the project with reasonable skill and care and in accordance with all applicable laws and regulations.
9. Consequential loss
The Agency shall have no liability to the Client for any consequential loss of the Client arising out of or in connection with the provision of any goods or services pursuant to the Contract (except in respect of death or personal injury resulting from negligence) and the total liability of the Agency for any other loss of the Client so arising out of the Contract in respect of any one event or series of connected events shall not exceed fees paid by the Client.
And for the purposes of this clause, liability means any liability arising by reason of any representation, or any breach of any implied term or any duty at common law, or under any statute, or under any express term of the Contract.
And loss means, in relation to the Client, any loss (whether loss of profit or otherwise), damages, costs or other compensation and any legal or other expenses which is or are awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Client, however the same may arise and whether occasioned by negligence of the Agency, its employees or agents or otherwise.
The Agency will keep all information exchanged in any form with the Client confidential at all times and a Non Disclosure Agreement is available for exchange on request.
The Agency expects all Clients to respect the agency's confidentiality and not to use any intellectual property exchanged in any form without the written agreement of the Agency.
All intellectual property will remain the property of the Agency (including research and strategy, forward looking information, trends analysis, retail audits, product concepts and specifications, brand names, brand identities and straplines and all design work) (the Works). This extends to intellectual property exchanged or presented in any form during meetings, formal or informal, or by any communication means where it subsequently transpires that the Client has used this intellectual property to their advantage and the Agency will levy a charge accordingly. Note that failure to pay all fees defined within this proposal/estimate or use of any exchanged material or information without payment of the appropriate fees will contravene international copyright law and the Agency will seek to recover all legal costs incurred in pursuant of recovery of appropriate fees and compensation for breach of copyright as determined by court of law.
12. Retention of copyright and title to goods
When applicable, the scope of the activity is restricted to the creation of one name and/or one brand concept and strapline and/or one packaging concept (structural and/or graphic) and/or one design concept or product design concept unless specified otherwise.
Additional fees will be chargeable if the Client chooses to utilise more than one name and/or one brand concept and strapline and/or one packaging concept (structural and graphic) and/or one design concept or product design concept unless specified otherwise and these fees will be subject to agreement between the Agency and the Client.
This includes the use of more than one name for domain registration purposes irrespective of whether this name has been chosen for development or not. Further, the Agency will retain copyright of all brand names and strap lines, including domain names, brand concepts, packaging concepts (structural and graphic), design work and product concepts presented to the Client by way of speculative activity (or as part of a project presentation) for which no fees are paid and these may be re-used by the Agency at their discretion.
All intellectual property and goods supplied under this contract will remain the property of the Agency until all project fees and any third party obligations contracted by the Agency on a client’s behalf are paid for in full at which point the Agency will grant a non-exclusive licence to use without time or geographical limitation.
14. Promotional use
The Agency reserves the right to use all Works created by them for promotional purposes in perpetuity without restriction.
The Parties (the Agency and the Client) may communicate by electronic mail. The Parties recognise the risks associated with communication by this medium including misinterpretation, delays, interception and viruses. Neither Party shall hold the other liable for any damage incurred by the use of electronic mail.
This contract shall be deemed to have terminated if either party enters a CVA, becomes insolvent or goes into receivership or liquidation.
This contract shall be governed by English Law.