CONTRACT TERMS AND CONDITIONS
Agreement between THE COMPANY (TMPlans.com) and CLIENT (business Project Manager or individual) identified on this Agreement.
The CLIENT listed below is subject to the following terms and conditions.
|GENERAL WORKING AGREEMENT – This document defines the terms and conditions of our working relationship. All projects or services that the THE COMPANY may be contracted to produce or provide for the CLIENT will be subject to the following:
WORKING/BILLING PHASES – Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.
Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits the THE COMPANY or the CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or cancelled. Any cancelled project is billed only through phases and/or portions of phases that were actually completed by the THE COMPANY. For each project, the CLIENT will receive a proposal/estimate in the form of the CREATIVE STRATEGY outlining the project specifications and the proposed scope of services and working/billing phases. Each proposal estimate will contain a full breakdown of the project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.
We will begin work upon the CLIENT’S approval of the written estimate. Your approval (written or oral) will constitute an agreement between us.
PAYMENT/ESTIMATES – The CLIENT agrees to pay the THE COMPANY in accordance with the terms specified in the CREATIVE STRATEGY. The project will commence on receipt of the official works order and/or works order number for all phases of work issued by the CLIENT as outlined in the CREATIVE STRATEGY and will be required to pay 30% of the project cost before work can begin.
On completion of each phase of work outlined in the CREATIVE STRATEGY, the CLIENT will receive an invoice from the THE COMPANY following approval of the work by the CLIENT in accordance with the CLIENT APPROVAL FORM. Unless otherwise specified, all subsequent balances due are payable upon artwork approval. We reserve the right to refuse completion or delivery of work for each phase of work in the Project Brief until past due balances are paid.
All invoices are payable upon 28 days of receipt. A £50 service charge is payable on all overdue balances for reissuing each invoice at 45, 60, 75 and 90 days from the date of original invoice. The CLIENT shall assume responsibility for cost outlays by the THE COMPANY in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.
ESTIMATES: Billing will reflect the actual costs incurred. Valid for only 30 days from date on estimate. CLIENT requested changes will be billed additionally. The CLIENT will be notified of any price changes as and when they occur. The fees and expenses shown are minimum estimates only unless an hourly fee has been agreed upon. That fee will be £55.00 (GBP) per hour per technician and the THE COMPANY shall keep the CLIENT apprised of a tally of hours within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered. The fees and expenses shown are minimum estimates only unless the quote and/or invoice is clearly marked Firm Quote, otherwise the stated hourly fee will be payable on all time over that which was quoted with a minimum in 30 minute increments
OUT-OF-POCKET EXPENSES – Out-of-pocket expense will be clearly marked on the CREATIVE BRIEF and will be itemised on each invoice. Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, colour printouts, laminating, illustrations, separations, shipping and handling or courier service.
REVISIONS AND ALTERATIONS – New work requested by CLIENT and performed by THE COMPANY after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision email/memo to you, and a revised additional fee and works programme must be agreed to by both parties before further work proceeds.
THE COMPANY alterations and other copy changes requested after layouts, sketches and/or paintings are completed are billed at THE COMPANY’S hourly rates previously mentioned.
NATURE OF COPY – The CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademarks, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. THE COMPANY is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.
TELECOMMUNICATIONS – CLIENT shall pay for all transmissions charges. The THE COMPANY is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving all project communications.
|OVER RUNS AND UNDER RUNS – The CLIENT will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. The THE COMPANY will bill for actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
LIEN – All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.
CANCELLATION – In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the THE COMPANY, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the CLIENT. Cancellation fee is based on the hours/days submitted, if the project is on an hourly or daily basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly/daily basis and the project is canceled by the CLIENT, the CLIENT agrees to pay no less than 100% of the hours/days already billed for the project at the time of cancellation plus a flat fee of £250 or 50% of the remaining hours/days that were expected to be completed on the project, whichever is greater.
TERM AND TERMINATION – The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result.
Upon termination of this agreement, the THE COMPANY will transfer to CLIENT all your property and materials in our control and for which you have paid. CLIENT will indemnify and hold the THE COMPANY harmless for any loss or expense (including Solicitor’s fees), and agree to defend THE COMPANY in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against the CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
RIGHTS OF OWNERSHIP – Once a project has been delivered by us and is fully paid for by CLIENT, the THE COMPANY will assign the reproduction rights of the design for the use(s) described in the CREATIVE STRATEGY. The THE COMPANY requests that the CLIENT displays and/or makes reference to the THE COMPANY, TMPlans.com and/or the THE COMPANY’s web site, ‘www.tmplans.com’ for promotional purposes on the CLIENT’s web site and in any printed ads, publicity material, notice boards and on site signage and billboards or social media platforms.
RELEASES – The CLIENT shall indemnify the THE COMPANY against all claims and expenses, including Solicitor’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both CLIENT and the THE COMPANY, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labour trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENT or the THE COMPANY. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly.
LIMITATION OF LIABILITY – CLIENT agrees that it shall not hold the THE COMPANY or his/her agents or employees liable for any incidental or consequential damages that arise from the THE COMPANY’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the THE COMPANY or CLIENT, any client representatives or employees, or a third party.
CODES OF PRACTICE – The THE COMPANY warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the THE COMPANY has full authority to make this agreement; and that the work prepared by the THE COMPANY does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the CLIENT or others may make of the THE COMPANY’s product that may infringe on the rights of others. The CLIENT expressly agrees that it will hold the THE COMPANY harmless for all liability caused by the CLIENT’s use of the THE COMPANY’s product to the extent such use infringes on the rights of others.
DISPUTE RESOLUTION – Any disputes in excess of the maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant with the relevant arbitration association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favour of the THE COMPANY. All actions, whether brought by client or by designer will be filed in the THE COMPANY’s state/county of business/residence.
ACCEPTANCE OF TERMS – The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of the terms.