Copyright & Ownership
Upon full invoice payment, all services and materials the Contractor produces for the Client are licensed for the Client's exclusive use, except for the retained rights below.
Both parties agree to treat all information shared during the course of this Agreement as confidential and shall not disclose it to any third party outside of the provision of services (i.e. parties sub-contracted by the Contractor) without prior email consent except as required by law.
The Contractor retains the right to:
a. Use services and materials produced for the Client in online and offline portfolios;
b. Include Client on its client list; and
c. Submit Client work to competitions, publications, and design exhibitions, provided no confidential information is disclosed., as agreed in writing by the Client and Contractor.
d. all intellectual property rights and copyright, pertaining to solutions, frameworks and processes, remain with the Contractor.
Materials or ideas submitted by the Contractor that the Client choose not to produce or pay for within 14 days remain the Contractor's property, regardless of physical form. The Contractor may offer such materials and ideas to other clients, ensuring no confidential information is revealed.
Expenses
The Client reimburses the Contractor for authorised expenses incurred during the Agreement:
a. Incidental expenses (phone calls, postage, etc.) at cost and mileage reimbursement at £0.50p/mile.
b. Travel expenses (transportation, meals, lodging) at cost, with Client approval.
Expedited or Prolonged Work
Any expedited work, shortened contract periods, or additional expenses due to Client delays or requirements, not outlined in the Client Project Plan, are subject to additional fees negotiated before work commences.
Prolonged periods of non-communication by the Client can result in an additional "project hold" fee of 10% of the total amount.
Fees & Alterations
Revisions, additions, or alterations to the agreed-upon scope of work will be billed as additional services. This includes changes in:
a. Work scope;
b. Approved project stages (design, documentation, etc.).
Client Approval
Client appoints a single authorised representative for information and approvals.
Client must proofread and approve all final content elements. Approval is required before production and asset release. Corrections will be identified and resubmitted for approval. Final written approval is required by an authorised individual.
Email authorisation constitutes approval to proceed with defined deliverables.
Payment Schedule
Unless otherwise stated, payments are due on the terms stated on the invoice. All invoices are due within 14 days of receipt. Bank transfers are the preferred method of payment.
Late Payments
Interest accrues on outstanding balances at 15% monthly until paid in full. Work will cease until the balance is paid.
Termination
This Agreement may be terminated by email for breach of contract by either party if the breach is not rectified within 14 days of notification.
Either party may terminate for any reason after 60 days from signing of contracts, with 30 days' written notice. Upon termination, Client pays Contractor for completed work and expenses incurred, based on the fee schedule outlined in the Project Proposal. Any advance payments will be credited towards the final amount due.
Contractor retains copyright and intellectual property ownership upon termination, even if the fees included an anticipated copyright assignment.
Indemnification
The Client agrees to provide accurate and complete information and materials and warrants ownership or necessary rights for the Contractor to use them for the project.
The Contractor will make reasonable efforts to prevent losses due to third-party performance failures but is not liable for such losses or unauthorised use of your property by others.
The Contractor is not responsible for errors or omissions in Client supplied information. The Contractor is not responsible for errors or omission in Client-approved work and does not assume financial responsibility or any liability for resulting errors or damages.
The Contractor is not responsible for delays caused by acts of God, strikes, fires, floods, or other uncontrollable circumstances.
The Client agrees to indemnify the Contractor, its employees, sub-contractors, and agents against all claims arising from content or materials the Client provides or the use of materials produced by the Contractor on Client's request, including reasonable legal fees.
All indemnification obligations survive the termination of services or the Agreement.
