A. INITIAL TERMS
A.i : These Terms & Conditions constitute a valid and binding agreement between Keyhole Creative Media and you, the Client, for any services provided or work ordered.
B : DEFINITIONS
The following definitions apply throughout this Agreement.
B.i : The Company means and refers to Keyhole Creative Media whose registered office is at Bomber Command, Bawtry Hall, Bawtry, Doncaster, DN10 6JH. Where relevant, references to the Company include its successors in title and assigns.
B.ii : Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, schedules or attachments hereto.
B.iii : Client Content means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and /or incorporation in the Deliverables.
B.iv : Copyrights mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under English Copyright Law.
B.v : Deliverables means the services and work product specified in the Proposal to be delivered by the Company to the Client, in the form and media specified in the Proposal.
B.vi : Designer Tools means all design tools developed and /or utilised by the Company in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.
B.vii : The Client means the company or individual who has agreed to take out work with the Company.
B.viii : Final Art means all creative content developed or created by the Company, or commissioned by the Company, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to the Client Content, and the Company’s selection, arrangement and coordination of such elements together with the Client Content and /or Third Party Materials.
B.ix : Final Deliverables means the final versions of Deliverables provided by the Company and accepted by the Client.
B.x : Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Company and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Art.
B.xi : Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
B.xii : Services mean all services and the work product to be provided to the Client by the Company as described and otherwise further defined in the Proposal.
B.xiii : Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
B.xiv : Trademarks mean trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client.
The terms of the Proposal or shall be effective for 14 days after presentation to the Client. In the event this Agreement is not executed by the Client within the time identified, the Proposal, together with any quotations, related terms and conditions and deliverables, may be subject to amendment, change or substitution.
D. FEES AND CHARGES.
D.i : Fees. In consideration of the Services to be performed by the Company, the Client shall pay to the Company fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
D.ii : Additional Costs. The Project pricing includes the Company ‘s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and /or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to the Client unless specifically otherwise provided for in the Proposal.
D.iii : Invoices. All invoices are payable within 14 days from invoice date. For new clients or those overseas the Company reserves the right to invoice with a payable period of 7 days. A deposit of 30% will be required prior to commencement of works. Any material print products supplied by the Company will require payment in full upon collection or delivery to the Client. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is calculated daily at an annual rate of 8% over the Bank of England base rate from time to time and is payable after as well as before any judgment. Payments will be credited first to outstanding interest payments and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. The Company reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.
D.iv : Project End. All deliverables shall be deemed complete once the Client has signed off the work or indicated satisfaction either verbally, in writing, via e-mail, post or other methods. If the Client fails to communicate with the Company for a period of more than 14 days without explanation, the project shall be deemed satisfactory and complete.
E.i : General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the Services on a time and materials basis, at the Company’s standard hourly rate; at present this is £45 per hour and is subject to review each year on 1st January. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. The Company may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
E.ii : Substantive Changes. If the Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, the Company shall be entitled to submit a new and separate Proposal to the Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by the Company.
E.iii : Timing. The Company will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) Approve the Deliverables in writing or (ii) provide written comments and /or corrections sufficient to identify the Client’s concerns, objections or corrections to the Company. The Company shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that the Company ‘s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and /or instructions pursuant to the Proposal and that any delays in the Client’s performance or Changes in the Services or Deliverables requested by the Client may delay delivery of the Deliverables. Any such delay caused by the Client may result in credit based accounts being invoiced before project completion.
E.iv : Testing and Acceptance. The Company will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to the Client. The Client, within five (5) business days of receipt of each Deliverable, shall notify the Company, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and the Company will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.
F. THE CLIENT RESPONSIBILITIES.
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(i) Coordination of any decision-making with parties other than the Company;
(ii) Provision of the Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(iii) Final proofreading. In the event that The Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product; the Client shall incur the cost of correcting such errors.
G. ACCREDITATION / PROMOTIONS.
The Company retains the right to reproduce, publish and display the Deliverables in the Company ‘s portfolios and Web sites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its Web site and in other promotional materials, and, if not expressly objected to, include a link to the other party’s Web site.
H. CONFIDENTIAL INFORMATION.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (Confidential Information). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.