Terms & Conditions of Service.

Issue 1 dated September 2016

The following Terms and Conditions of Service apply to all products and services provided by Richard J Design.

1.   Definitions

‘RJD’ is Richard J Design, the supplier of the design services.
‘Client’ is the person or company for whom, or on whose behalf, the work is carried out.
‘Services’ is the work set out in the brief from the Client or in the quotation submitted by RJD.

2.   Sole Contract Terms


All quotations are made and all orders for goods and services made are accepted subject to the following conditions which shall form part of and govern the contract of sale. Any variations to these conditions in any document of the Client is unacceptable unless accepted in writing by RJD.

3.   Creative Brief


If the Client chooses not to provide a written, detailed brief for the work to be undertaken but relies instead on a verbal or vague briefing, they accept that this brief by its very nature may contain ambiguities. As such this may be reflected in the resulting creative work. The Client accepts responsibility for this ambiguity and for any additional costs incurred in re-design.


A specification document can be provided on request to assist with providing a more detailed brief.

4.   Price & Payment


Charges for services to be provided by RJD are defined in the project quotation that the Client receives via e-mail.


Quotations are valid for a period of 30 days. RJD reserves the right to alter, if the Client changes specification or supplies additional information, or decline to provide a quotation after expiry of the 30 days.


Unless agreed otherwise with the Client, all services require an advance payment which will be set out in the quotation along with additional milestone payments.


The final milestone payment is due before issuing of print ready files.


Payment for services is due by cheque, bank transfer or other method as agreed by the parties. Bank details will be made available on invoices.


Invoices must be paid strictly within 7 days of the invoice date.


Should the Client require original native files there will be an additional fee payable.


Should the agreed contract be cancelled, or left uncompleted, at any stage during the design process, the design fee quoted will become payable in full and any charges incurred from any sub-contractor will also be payable in full.


Any sum due but not paid shall, at RJD’s discretion, bear interest at the current rate. Such accrual shall commence from the day following the day on which the amount became due. Should work be suspended at the request of, or delayed through any fault of the Client for a period of 30 days, RJD will be entitled to payment for work already carried out, materials specially ordered and any other additional costs, including storage, which have been incurred.

5.   Delivery


RJD shall use their best endeavours to meet delivery dates but unless otherwise agreed in writing, time shall not be the essence of the contract. In no circumstances shall they be liable for any delay in transit or delivery howsoever caused and shall not be liable to the Client for consequential loss howsoever occurring.


RJD will deliver the completed Services to the Client by way of email, compact disc (CD) or other suitable method selected by RJD or the Client.


If the Client requires the completed services to be loaded onto a fileserver using File Transfer Protocol (FTP) the Client is responsible for ensuring that the intended fileserver or disc space on the fileserver is properly configured. RJD will not load the completed Services onto a publicly available fileserver until the Client has complied with the conditions laid out in Clause 6 below.


RJD reserves the right to refuse delivery if circumstances deem it appropriate and the Client shall not be entitled to demand delivery if payment has not been made. Should express delivery be agreed, RJD reserves the right to charge the Client further for any additional costs involved.

6.   Release


On completion of the Services RJD will require sign off by the Client in writing.


Client sign off will release RJD from undertaking further work related to the Services. RJD may however undertake additional work as requested by the Client either directly or indirectly related to the Services. Such work to be undertaken under the standard Terms of Service of RJD.

7.   Full Colour Printing


Every effort will be made to obtain the best colour reproduction but because of the processes involved, RJD cannot guarantee an exact colour or texture match between the Clients original colour photography or transparency and the printed article. Clients who require colour reproductions of a specific standard and who wish to check the colour reproduction prior to printing must order a colour proof, in writing, when placing their order. An additional charge will be made for this. It is the Client’s responsibility to ensure that material submitted is suitable for the work in hand. RJD cannot accept liability for unsatisfactory results caused by unsuitable or inferior originals.

8.   Use


On payment by the Client, RJD grants permission for the use of the designed product but only in publications, adverts, websites or other channels which they are commissioned. RJD reserves the right to charge extra if the designs are used in additional publications, adverts, websites or other channels for which they were not commissioned.


Reproduction rights granted are personal to the Client and may not be assigned, nor may any designs or products be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction.

9.   Copyright


By supplying text, images and other data to RJD for inclusion in the Client's works, 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.


Any artwork, images, or text supplied and/or designed by RJD on behalf of the Client, will remain the property of RJD and/or its suppliers in accordance with the Copyright, Designs and Patents Act 1988.


The Client may request in writing from RJD the necessary permission to use materials (for which RJD holds the copyright) in forms other than for which it was originally supplied, and RJD may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.


By supplying images, text, or any other data to RJD, the Client grants RJD permission to use this material freely in the pursuit of the design.


The Client agrees to fully indemnify and hold RJD harmless in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

10.   Intellectual Property Rights


All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned, and the exclusive property, of RJD.

11.   Collaboration


When contracting with RJD the Client acknowledges that RJD may, from time to time, engage the services of other competent professional designers, copywriters, content marketers or other professionals to help deliver all or part of the Services. In such a case RJD undertakes to review and amend the work before it is presented to the Client and to ensure that the work is of the quality and professionalism expected from RJD.

12.   Liability


RJD shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

a)  loss or damage caused by any inaccuracy;
b)  Loss or damage caused by omission;
c)  Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the services;
d)  Loss or damage to Clients’ artwork/photos supplied; and
e)  any indirect or consequential loss.


RJD's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions shall be limited to the charges paid for the Services in respect of which the breach has arisen.

13.   Indemnity


All RJD services may be used for lawful purposes only. The Client agrees to indemnify and hold RJD harmless from any claims resulting from the use of RJD services that damages the Client or any third party.

14.   Termination


Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.

15.   General


Publicity. Both parties shall be able to refer to their working relationship with the other party for press and publicity purposes after receiving the written approval, either in hard copy or by email, of the other party regarding the content of any such material.


Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.


Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.


Severance. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions.


Governing Law. These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.


Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).

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