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Terms of Business

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Terms of Business
The following Terms and Conditions of Service apply to all artwork, graphic design, print, marketing materials and creative services provided by Tim Mitchell Design Limited. Additionally, the following Terms and Conditions of Service apply to all social media, PR and copywriting services provided by Tim Mitchell Design Limited by third parties.

Prelims
The following Terms and Conditions of Service apply to all products and services provided by Tim Mitchell Design Ltd Ltd.

Tim Mitchell Design Ltd carries out all work on the understanding that the client has agreed to Tim Mitchell Design Ltd’s terms and conditions.

If a choice of design is presented, only one solution is deemed to be given by Tim Mitchell Design Ltd as fulfilling the contract. All other designs remain the property of Tim Mitchell Design Ltd unless agreed in writing that this arrangement has been changed.

These terms and conditions have been drafted to protect both the client and the designer during their working relationship. It is imperative that you read through these terms and conditions and ensure you fully understand these terms and conditions and their implications before any project is started.

Proposal Acceptance
At the time of proposal, Tim Mitchell Design Ltd will provide the customer with a written estimate, quotation or acceptance of commission.

A copy of the written estimate, quotation or acceptance of commission is to be signed and dated by the customer to indicate acceptance and should be returned to Tim Mitchell Design Ltd. Alternatively, the client may send an official order/email in reply to the estimate or quotation which binds the client to accept Tim Mitchell Design Ltd terms and conditions. No work on a project will commence until Tim Mitchell Design Ltd has received either document.

Design Charges
Charges for design services to be provided by Tim Mitchell Design Ltd will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 30% of the quoted fee will become immediately due. Work on the project will not commence until Tim Mitchell Design Ltd has received this amount.

Charges for Excess outside the Estimate
Charges for any additional services over and above the estimated design will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance. Warning of these charges will be made aware of to client at the earliest convenience and in good faith.

Payment
The customer will be provided with an invoice on final production. At this time the remainder of the amount due will become payable and the customer will also be required to sign and return the Approval Form to Tim Mitchell Design Ltd. Accounts, which remain outstanding after the date of invoice, will incur an extra charge of 2% per month of the outstanding amount.

Upfront costs
Payments may be made by cash, cheque,or electronic funds transfer.
Release of work done by Tim Mitchell Design Ltd on behalf of the client, may not take place before cleared funds have been received. Returned cheques will incur an additional fee of £50 per returned cheque. Tim Mitchell Design Ltd reserves the right to consider an account to be in default in the event of a returned cheque.

Default
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. Tim Mitchell Design Ltd shall be considered entitled to remove Tim Mitchell Design Ltd and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for 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 customer of its obligation to pay the due amount. Customers whose accounts become default agree to pay Tim Mitchell Design Ltd reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

Copyrights and Trademarks
By supplying text, images and other data to Tim Mitchell Design Ltd for inclusion in the customer’s website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.

Any design, artwork, images, or text supplied and/or designed by Tim Mitchell Design Ltd on behalf of the customer, will remain the property of Tim Mitchell Design Ltd and/or it’s suppliers, until such time as full payment of the agreed fee when ownership shall be graned to the client.

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

By supplying images, text, or any other data to Tim Mitchell Design Ltd, the customer grants Tim Mitchell Design Ltd permission to use this material freely in the pursuit of the design.

Should Tim Mitchell Design Ltd or the customer 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 customer will agree to allow Tim Mitchell Design Ltd to remove and/or replace the file within the effected designed element.

The customer agrees to fully indemnify and hold Tim Mitchell Design Ltd free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.

Licensing
Any design, drawing, copywriting, idea or code created for the customer by Tim Mitchell Design Ltd, 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 Tim Mitchell Design Ltd and any of it’s relevant sub-contractors.

The client should register all design work, where there is a risk that another party make a claim, with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. Tim Mitchell Design Ltd will not be held responsible for any and all damages resulting from such claims. Tim Mitchell Design Ltd is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold Tim Mitchell Design Ltd responsible for any such loss or damage. Any claim against Tim Mitchell Design Ltd shall be limited to the relevant fee(s) paid by the customer.

Data Formats
The client agrees to Tim Mitchell Design Ltd definition of acceptable means of supplying data to the company.

Text is to be supplied to Tim Mitchell Design Ltd in electronic format as standard text (.txt), MS Word (.doc) on memory stick, or CD-ROM, email or via any file sharing facility e.g. dropbox.

Images, which are supplied in an electronic format, are to be provided in a format as prescribed by Tim Mitchell Design Ltd via memory stick, CD-ROM, or e-mail or sharing facility. Images must be of a quality suitable for use without any subsequent image processing, and Tim Mitchell Design Ltd will not be held responsible for any image quality, which the client later deems to be unacceptable. Tim Mitchell Design Ltd 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 Tim Mitchell Design Ltd of a design project’s duration is to be considered by the customer to be an estimation. Tim Mitchell Design Ltd 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 are received by Tim Mitchell Design Ltd for the initial payment or by date confirmed in writing by Tim Mitchell Design Ltd.
Design Project Completion

Tim Mitchell Design Ltd considers the design project complete upon receipt of the customer’s signed Approval form. Other services such as printing, display panel production, film-work, website uploading, publishing etc either contracted on the clients behalf constitute a separate project and can be treated as a separate charge.

Design Credits
The customer agrees to allow Tim Mitchell Design Ltd to place a small credit on printed material, exhibition displays, advertisements and/or a link to Tim Mitchell Design Ltd’s own website on the customer’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 customer also agrees to allow Tim Mitchell Design Ltd to place websites and other designs, along with a link to the client’s site on Tim Mitchell Design Ltd’s own website for demonstration purposes and to use any designs in its own publicity.

Rights of Refusal
Tim Mitchell Design Ltd 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. Tim Mitchell Design Ltd also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Tim Mitchell Design Ltd does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow Tim Mitchell Design Ltd to remove the contravention without hindrance, or penalty. Tim Mitchell Design Ltd is to be held in no way responsible for any such data being included.

Cancellation
Cancellation of orders may be made initially by telephone contact or e-mail, however, following this, Tim Mitchell Design Ltd will need formal notification in writing to the company’s 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 30 days. Please note: any cancellation which is not formally confirmed in writing and received by Tim Mitchell Design Ltd within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.

1. If a commission is cancelled by Client, the Client shall pay a cancellation fee as follows:
(1) 30% of the agreed fee if the commission is cancelled before any delivery of roughs/concepts/designs.
(2) 33% of the agreed fee if the commission is cancelled at the roughs/concepts/design stage
(3) 100% of the agreed fee if the commission is cancelled on the delivery of artwork/design.
(4) Pro rata if the commission is cancelled at an intermediate stage.

2. In the event of cancellation, ownership of all ownership rights granted under this agreement shall revert to the Designer unless the artwork is based on the Client’s visual or otherwise agreed.

Delivery
1. Tim Mitchell Design Ltd shall use his best endeavours to delivery the project to the Client by the agreed data and shall notify the Client of any anticipated delay at the first opportunity in which case the Client may unless (unless the delay is the fault of the Client) make time of the essence and cancel the commission without payment in the event of the Designer falling to meet the agreed date.
2. TIM MITCHELL DESIGN LTD SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM LATE DELIVERY OF THE PROJECT.
3. The Client shall make an immediate objection upon delivery if the artwork is not in accordance with the brief. If the Designer does not receive such objection within 21 days of delivery of artwork it shall be conclusively presumed that the artwork is acceptable.

Approval/Rejection
1. Should the artwork fail to satisfy, the Client may reject the artwork upon payment of a rejection fee as follows:
a. 25% of the agreed fee if the artwork is rejected at the rough stage.
b. 50% of the agreed fee if the artwork is rejected on delivery.
2. In the event of rejection, ownership of all rights granted under this agreement shall revert to Tim Mitchell Design Ltd unless the artwork is based on the Clients visual or otherwise agreed.

Approval Of Final Artwork
Tim Mitchell Design Ltd takes all care to avoid errors, Tim Mitchell Design Ltd accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. The Client is to proof read and approve all final copy before the production of the design (in whatever form). An email of verification from the Client shall be conclusive as to the approval of all artwork prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved design has gone to print due to oversights by The Client’s proof reading.

Changes to Commission
If the Client changes the brief and requires subsequent change,
additions or variations, Tim Mitchell Design Ltd may refuse to carry out changes, additions or variations which substantially change the nature of the commission.

The customer also agrees that Tim Mitchell Design Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.

Warranties
1. Except where artwork is based on reference material or visuals supplied by the client or where otherwise agreed, the Designer warrants that the artwork is original and does not infringe any existing copyright and further warrants that he has not used the artwork elsewhere.
2. The Clients warrants that any necessary permissions have been obtained for the agreed use of reference material or visuals supplied by the Client and shall indemnify the Designer against any and all claims and expenses including reasonable legal fees arising from the Designers use of any materials provided by the Client.
Ownership of Artwork
1. Tim Mitchell Design Ltd shall retain all ownership of artwork (including roughs and other material) delivered to the Client.
2. Tim Mitchell Design Ltd original artwork shall not be intentionally destroyed, damaged, altered, retouched, modified or changed in any way what so ever without the written consent of the Designer.
3. If applicable the Client shall return all artwork to the Designer not later then six months after delivery in undamaged, unaltered and unretouched condition although the Client may make and retain transparencies to unable it to exploit the rights granted with the artwork.
4. If the artwork is lost or damaged at any time whilst in the Clients custody (which shall mean any time between delivery of artwork to the Client and it’s safe return to the Designer) the Client shall pay compensation to the Designer for the loss/damage of the artwork at a rate to be agreed or, default of agreement.
5. THE CLIENT SHALL NOT BE LIABLE FOR ANY CONSEQUENTAIL LOSS OR DAMGES ARISING FROM LOSS OR DAMGE TO THE ARTWORK.

Credits/Moral Rights
1. The Client shall insure the Designer is credited in any editorial use of the artwork. Credits for non-editorial use are not required unless so indicated on the front of the form.
2. The Designer hereby waives the right to injunctive relief for breaches of the right of integrity and the right of paternity.

Samples
Unless otherwise agreed, the Designer shall be entitled to receive no less than three proofs or printed copies of the work.

Rights of Access for Website Construction
The client agrees to allow Tim Mitchell Design Ltd all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow Tim Mitchell Design Ltd access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

The customer agrees to supply Tim Mitchell Design Ltd with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

Website design only
Once web design is complete, Tim Mitchell Design Ltd will provide the customer with the opportunity to review the resulting work. Tim Mitchell Design Ltd will make one set of minor changes at no extra cost within 14 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 Tim Mitchell Design Ltd by e-mail or confirmed by post.
Tim Mitchell Design Ltd will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.

Hosting websites
Tim Mitchell Design Ltd does not offer in-house hosting services. Tim Mitchell Design Ltd can only suggest possible sub-contractors and does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
Tim Mitchell Design Ltd may request that clients change the type of hosting account used if that account is deemed by Tim Mitchell Design Ltd to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees due to the hosting organisation are the responsibility of the client and Tim Mitchell Design Ltd is not liable for their payment.

Domain Registration
Tim Mitchell Design Ltd cannot guarantee the availability of any domain name. Where Tim Mitchell Design Ltd is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.

Search Engine Submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, Tim Mitchell Design Ltd cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.

Notices
All notice shall be sent to the Designer and to the Client at the address stated in this agreement. Each party shall give written notification of any change of address to the other party prior to the date of such change.

Governing Law
These terms and conditions are governed by the law of England and Wales, or your country of residence and may not be varied except by agreement in writing. The parties hereto submit to the non-exclusive jurisdiction of the English courts.

Disclaimer
Tim Mitchell Design Ltd makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Tim Mitchell Design Ltd will not be held responsible for any and all damages resulting from products and/or services it supplies. Tim Mitchell Design Ltd 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 customer agrees not to hold Tim Mitchell Design Ltd responsible for any such loss or damage. Any claim against Tim Mitchell Design Ltd shall be limited to the relevant fee(s) paid by the customer.

Tim Mitchell Design Ltd 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. Tim Mitchell Design Ltd will not knowingly perform any actions to contravene these and the client also agrees to be so bound.

Tim Mitchell Design Ltd 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 10% of the total ordered. Tim Mitchell Design Ltd recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.

General
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Tim Mitchell Design Ltd 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 Tim Mitchell Design Ltd and validated by the customer’s signature on the estimate or quotation form, 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 signatory and Tim Mitchell Design Ltd.