1. INTRODUCTION 1.1 This document outlines the terms and conditions of business on which MSDC & SON LTD (MSDC) is appointed as design consultants for clients. The scope of our work that these terms cover includes: concept and ideas generation, design, design development, copywriting and production management for printed, electronic and broadcast media.
2.0 TERM OF APPOINTMENT 2.1 Our services are deemed to continue for the duration of a project, i.e., concept, design and production up to the delivery or presentation of material as specified by you.
3. TERMINATION 3.1 At any time providing any work completed or in progress is paid for up to the stage when termination arises and any costs and bookings that cannot be cancelled are reimbursed. 3.2 Forthwith in the event of a receiver being appointed over either party’s property or assets or any part of it, or of a court order being made or resolution passed for winding up (except for the purpose of amalgamation or reconstruction) or the committing of any act of insolvency, or having any insolvency petition presented against either party.
4. ESTIMATES AND CHARGES 4.1 A written estimate will be submitted to you by us via email or post for each project. You will approve the estimate by issuing a purchase order. If a purchase order is not issued, providing that you confirm verbally or in writing that the work may proceed, the estimate will be deemed to have been approved and our Standard Terms of Business accepted. 4.2 Our charges will be in accordance with estimates supplied and approved by you. Our estimate is based on your instruction, if your instruction changes this may require a new estimate to be approved before proceeding. In the event of any amendments to your instructions once the project has commenced, you will continue to be responsible for payments to be made to us for work undertaken and to any third party where arrangements made by us on your behalf cannot be altered. 4.3 Our estimates include an allowance for client revisions, further revisions after this are charged extra at an hourly rate.
5. TERMS OF PAYMENT 5.1 Invoices will be raised monthly in stages in accordance with our estimates. You will ensure that Purchase Order numbers where necessary, are supplied to us in order to comply with our Terms of Payment. 5.2 Terms of Payment to MSDC are strictly 30 days from date of invoice unless payment in advance is required. Late payment will be subject to interest at the statutory rate. 5.3 VAT will be included in the invoice as a separate and additional item where applicable. 5.4 Payments to us or third parties may sometimes be required in advance, if so we will request advance payment from you in our estimate and reserve the right to suspend work until it has been received.
6. APPROVAL 6.1 All finished artwork must be approved and signed off by you before it is released, placed by us or printed on your behalf, MSDC are not responsible for errors and omissions after you have given us authorisation to proceed. In the event of any amendments to artwork once the production of the project has commenced, you will be responsible for payments to be made to us if additional work is undertaken and to any third party where arrangements made by us on your behalf cannot be altered. 6.2 All approvals required by you will be given according to schedule, promptly and, in any event, within any deadline mutually agreed. 6.3 In the event that there is a change in the brief during production or at any stage. The change may incur extra costs which were not agreed, this would lead to resubmitting of estimates and production schedules for approval by you before production can be completed, although every effort will be made to minimise costs.
7. COPYRIGHT AND INTELLECTUAL PROPERTY 7.1 Subject to the provisions of clauses 7.2, 7.3, 7.4 and 7.5, the copyright in all artwork, copy and all other creative materials created by us or by our employees shall be assigned to you upon acceptance by you and once you have fulfilled your payment obligations. NOTE: Publication of materials created or commissioned by us without fulfilment of our Terms of Payment is a breach of usage rights. 7.2 All materials commissioned by us from third parties (such as illustrators or photographers) or the copyright in pre-existing materials (such as library stock photographs) will normally vest with the supplier, we will ensure appropriate usage rights in respect of this material as per your requirements. If required and at the clients additional expense we can obtain extended rights or an assignment of copyright. 7.3 We shall retain the copyright of any original material presented to you that is ‘on the table’ and has not been used by you prior to termination of our appointment. 7.4 You acknowledge and agree that any identifiable and original idea or concept presented by us in relation to any promotion or advertising campaign invented or developed by us shall be acknowledged as being available only for such promotion or campaign and shall not be used for any other purposes. Extended use of such material will be estimated and mutually agreed. Even where no promotion or campaign is agreed, the ideas and concepts presented to you shall remain strictly confidential and shall not be used in any way, including communication to any third party, without our express prior consent.
8. LEGAL LIABILITY AND OTHER CLAIMS 8.1 We shall not be liable for any delay or omission of publication or transmission or any error in any advertisement, nor delay in posting or delivery, in the absence of default or neglect on our part. 8.2 You will at all times comply with all reasonable requests for information made by us in connection with the fulfilment of our services to the agreed schedule. You will indemnify us against any loss we may incur as the result of any claims or proceedings brought against us as a result of the use of any information or materials supplied by you in respect of any product claims approved by you. 8.3 If due to war, strikes or other industrial action, lockouts, accidents, fire, blockade, import or export embargo, snow and ice obstruction, natural catastrophes, or other obstacles or circumstances over which we have no control, we fail to complete our assignment or any project, or any part of any project in the manner and within the time required by the terms of the Agreement, we shall not be held responsible for any loss or damage which may be incurred by you as a result of such failure and this Agreement will be suspended until such circumstances of force majeure have ended or been alleviated.
9. CONFIDENTIAL INFORMATION 9.1 Each of us undertakes to the other that we shall neither during the term of our appointment or for three years after the end of the appointment disclose to any third party or use for any purposes other than in connection with the services, any confidential information or financial or trading information relating to the other party or, if applicable, any of its clients. This obligation shall not apply to any confidential information which is in the public domain other than as a result of a breach of these obligations nor to any such information which was known to the receiving party prior to disclosure. 9.2 In any event we shall not in any circumstances be liable to you for consequential loss or economic loss to your business.
10. GENERAL PROVISIONS 10.1 These terms and conditions shall be governed by English law and the English courts shall have exclusive jurisdiction.
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MSDC 82 High Street Gravesend Kent DA11 0BH
T: 01474 320020
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