DEFINITIONS
For the purpose of this agreement “the Company” and “the Client” shall where the context so admits include their respective assignees, sub-licensees and successor in title and refers to Bright Stickers. In cases where the Client is a direct Client (i.e. with no Agency or intermediary), all references in this agreement to both “the Company “and “the Client” shall be interpreted as references to the Client.
“Works” means all design material furnished by the Company including logo design, website development or redesign, design material, whether digital files or any other type of physical or electronic material in existence now or yet to be developed.
All contracts verbal or written are only accepted on the basis that the Terms and Conditions of the Company are the only ones applicable.
Unless the Company is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorised to do so. All email communication and email confirmation of the assignment will constitute a contract in law.
COPYRIGHT
Bright Stickers retains the entire copyright in all completed design material (including all logos and designs) at all times, throughout the World and : –
Where reproduction of works has taken place and settlement has not been made, the company will make such charges to the client as falls within the Copyright, Designs and Patents Act 1988.
Title/Copyright to any materials used in producing any material is not transferred to the Client upon payment of the invoice.
USE
The permission to access the designed works comes into effect from the date of payment of the relevant invoice(s).
No use may be made of the design material before payment in full of the relevant invoice(s) without the company’s express permission in writing.
Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the client is put into receivership or liquidation.
Where restricted in the Agreement, permission to use any material for other purposes will normally be granted upon payment of a further fee to be mutually agreed.
Note: A written agreement must be reached with the company before the material may be used for other purposes. Where uses of an image are made which breach the licence to use further charges will be made.
The use of the web building software i.e. Squarespace, Shopify or WordPress etc in the client’s website design, is purely a recommendation of the company and this will be deemed a separate agreement between the client and the chosen software provider. The company will not accept any form or liability for any issues or financial transaction losses to the client, as a result of using the platform or if the web building software ceases to trade in the future.
With the creation of a new website for the Client, whilst the Company will perform best practices to the best of our knowledge, the company cannot guarantee the SEO performance of the website.
Any agreement the client has with any third party suppliers is separate to any agreement with the Company, we hold no liability or responsibility.
The Company has the right to display all Client material in our portfolio on our website without the need to ask client’s permission.
Colouration – this may vary at times, due to the PC display screen, please note that all design material is produced on Apple software, so colours may differ slightly in the final production.
CLIENT RESPONSIBILITY
The Client is solely responsible for proofing and signing off any print ready artwork destined for print or production. Once the artwork is signed off (by replying to any email containing print ready artwork and stating your intention to allow the artwork to go to print), Bright Stickers will not be liable or responsible in any way for any content or artwork errors found within the final printed artwork.
The quantity of materials stated at time of ordering cannot be amended after the print authorisation date, any amendments will incur an extra cost.
CLIENT CONFIDENTIALITY
The company will keep confidential and will not disclose to any third parties or make use of information communicated to him/her in confidence for the purposes of the design materials to be produced, save as may be reasonably necessary to enable the company to carry out his/her obligations in relation to the commission.
INDEMNITY
It is the Client who must satisfy themselves that all necessary rights, model releases, clearances or consents which may be required for reproduction of any subject matter to be used, i.e. people, places or items depicted within any works are obtained before presenting to the company.
It is acknowledged that the company gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture.
In all other cases the client shall indemnify the company against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
The company will not be liable for any loss or damage, for any consequential loss of profit or income, however caused including negligence by SYP Graphics, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.
PAYMENT
Payment due date will be clearly noted on the relevant invoice for the commissioned work.
All costs/quotes are always given as initial estimates and will be subject to change in light of new project information or revised project briefs. Quotations and estimates are valid for 30 days from receiving the initial quote. All costs for printing are based on collection of materials from the Company’s Pettaugh head office, if the products are to be delivered to the client directly, this is to be separately agreed with delivery costs stated at the time of the quote.
A 50% deposit of the initially agreed sum is required before any work can commence and the remaining balance will be paid within 30 days of receiving the final invoice. We retain the right to revise costings at our discretion at any time.
A further charge of 5% above the Bank of England interest rate is then added to the invoice on the first day following that when settlement should have been made. Late payment of commercial debts (interest) Act 1998 will be enforced. There maybe additional costs if the recovery of the debt incurs court action.
Where a client is a company and whether or not that company has gone into liquidation, the individual directors will be responsible for all outstanding fees and costs in relation to the contract.
CANCELLATION & POSTPONEMENT
A booking is considered firm as from the date of confirmation and accordingly the client will, at his/her discretion, charge a fee of cancellation or postponement. If work has progressed on the client’s design material, then the client will be liable for the full payment as per the original quotation or estimate. There will be strictly no refunds.
RIGHT TO A CREDIT
The Licence to Use requires that the client’s name ‘Bright Stickers’ will be printed on or in reasonable proximity to all published reproductions of the design material i.e. on the bottom of client’s website.
ELECTRONIC STORAGE
Save for the purposes of production for the licensed use(s), any design material may not be stored or archived in any form without the written permission of the company.
Manipulation of any image or designed material or use of only a portion of this material may only take place with the written permission of the company.
Digital Data is stored by the company on the understanding that the company is not responsible for the future integrity of that data, or of any failure to retrieve data from the company’s archive.
All Client data is stored securely on our encrypted server and in compliance with all UK Data Protection Legislation and will not be shared with any other parties, unless the Client gives specific permission or requests for the data to be shared.
APPLICABLE LAW
This agreement shall be governed by the Laws of England & Wales.