The following Terms and Conditions of Service apply to all products and services provided by ClearBrand.
All work is carried out by ClearBrand on the understanding that the client has agreed to ClearBrand’s terms and conditions.
Copyright is retained by ClearBrand on all creative design work including campaign advertising slogans, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
If a choice of design is presented, only one solution is deemed to be given by ClearBrand as fulfilling the contract. All other designs remain the property of ClearBrand, unless agreed in writing that this arrangement has been changed.
2. Project acceptance
At the time of proposal, ClearBrand will provide the client with a written estimate or quotation. The terms and conditions can be read on the ClearBrand website.
The client may send an official order in reply to the estimate or quotation, or an email acknowledging acceptance of the quotation, which binds the client to accept ClearBrand’s terms and conditions.
No work on a project will commence until acceptance of the quotation has been received by ClearBrand.
We normally send a final ‘proof’ that will require sign off from the client.The final outstanding invoice will be required to be processed and paid, after which the final non-watermarked files will be sent. Any further changes that have not previously be requested will be charged at an hourly rate as per ClearBrand’s T&Cs.
Clients will normally be invoiced on completion of work or on our standard 20 days terms. For larger projects, such as website development, we will require staged payment. This would normally be two to three equal payments at stages to be agreed with the client. All new clients are required to pay 30% of the project cost prior to ClearBrand commencing work. ClearBrand reserves the right to request payments outside of the stages if projects go outside initial discussions of reasonable project lengths or there is a hold up on the client’s side, which is extending the project. This will be communicated to the client with our standard terms of payment timings.
Payments may be made by online transfer, cash or cheque. Publication and/or release of work undertaken by ClearBrand on behalf of the client may not take place before cleared funds have been received.
ClearBrand reserves the right to consider an account to be in default in the event of a returned cheque.
ClearBrand reserves the right to invoice the client 20 days after completion of any work for cash flow purposes, whether this is a presentation or final artwork if the client has not provided any further feedback and the project is for all intents ‘on hold’. This must be paid within the time issues on the invoice – OR – the client may provided the next round of feedback as issued in the quotation. If there are no more rounds the invoice is payable and the further work is on an hourly basis to be quoted up.
3.2 Delayed payment
If, after the project has commenced, subsequent invoices are not paid within 30 days, a 5 percent “delayed payment” fee will be charged. This initial 5 percent figure will be added upon each recurring 30 day period until the full amount has been received by the designer.
3.3 Failure to Pay
Failure to make the payment of an invoice for work carried out within our 20 day turnaround, and following a final warning of payment, will result in the case being taken to >Small Claims Court.Any resulting legal fees will be down to the client to pay, if the case can not be settled outside the small claims court. Larger figure amounts or more complicated cases will be dealt with on a case-by-case basis.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque.
ClearBrand shall be considered entitled to remove ClearBrand and/or the client’s material from any and all computer systems, until the amount due has been fully paid.
This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
Removal of such materials does not relieve the client of its obligation to pay the due amount. Clients whose accounts become default agree to pay ClearBrand reasonable legal expenses and third party collection agency fees in the enforcement of these terms and conditions.
5. Copyrights and Trademarks
By supplying text, images and other data to ClearBrand for inclusion in the client’s website or other medium, the client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by ClearBrand on behalf of the client, will remain the property of ClearBrand and/or its suppliers in accordance with the Copyright, Designs and Patents Act 1988.
The client may request in writing from ClearBrand the necessary permission to use materials (for which ClearBrand holds the copyright) in forms other than for which it was originally supplied, and ClearBrand may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.
By supplying images, text, or any other data to ClearBrand, the client grants ClearBrand permission to use this material freely in the pursuit of the design.
Should ClearBrand or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow ClearBrand to remove and/or replace the file on the site.
The client agrees to fully indemnify and hold ClearBrand free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary permissions.
The client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.
Amendments: One set of amendments should be treated as a single email or phone call or meeting in person. Feedback should be collated as a single email or phone call with a list of changes required. Two (2) emails will count as two (2) sets of amends. This is to ensure that projects don’t go on indefinitely and both parties agree to a process. Amendments will be outlined in the original quote.
Any work produced after the agreed set of amends: this will be charged at ClearBrand’s hourly rate depending on the designer working on the project. This price will be communicated to the client before work begins. ClearBrand work with fixed fees, however they relate the agreed quotation and anything above and beyond this will be charged as extra requirements. If you feel you require more amendment stages, please do inform ClearBrand before the start of the project.
The client also agrees that ClearBrand holds no responsibility for any amendments made by any third party before or after a design is published.
Any design, copywriting, drawing, idea or code created for the client by ClearBrand, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of ClearBrand and any of its relevant sub-contractors.
All design work – where there is a risk that another party make a claim – should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.
ClearBrand will not be held responsible for any and all damages resulting from such claims. ClearBrand is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The client agrees not to hold ClearBrand responsible for any such loss or damage. Any claim against ClearBrand shall be limited to the relevant fee(s) paid by the client.
Rights of refusal
ClearBrand will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.
ClearBrand also reserves the right to refuse to include submitted material without giving reason.
In the situation where any images and/or data that ClearBrand does include in all good faith, and subsequently discovers is in contravention to such terms and conditions, the client is obliged to allow ClearBrand to remove the contravention without hindrance, or penalty. ClearBrand is to be held in no way responsible for any such data being included.
Cancellation of orders may be made initially by telephone contact or e-mail, however, following this, ClearBrand will need formal notification in writing to the company’s postal address.
The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by ClearBrand within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
9. Project duration
Any indication given by ClearBrand of a project’s duration is to be considered by the client to be an estimate. ClearBrand cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by ClearBrand for the initial payment or by date confirmed in writing by ClearBrand.
ClearBrand makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. ClearBrand will not be held responsible for any and all damages resulting from products and/or services it supplies.
ClearBrand is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure.
The client agrees not to hold ClearBrand responsible for any such loss or damage. Any claim against ClearBrand shall be limited to the relevant fee(s) paid by the client.
ClearBrand reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their terms and conditions. ClearBrand will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
ClearBrand and its clients agree to comply with printers’ terms and conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. ClearBrand recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
11. Acceptance of Terms and Conditions and Quotation
The placement of an order for design and/or any other services offered by ClearBrand, by email, verbally or in writing, is deemed to be acceptance of these terms and conditions, which are freely available at www.clearbrand.co.uk
An estimate validated by confirmation of approval to proceed with the project by the client by e-mail or in writing constitutes acceptance of the estimate or quotation and agreement to comply fully with all the terms and conditions and forms a Contract for Business between the signatory and ClearBrand.
ClearBrand reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
13. CONSULTANCY SERVICES
13a. Responsibility of ClearBrand
ClearBrand shall perform the services with reasonable skill and care, to a standard to be reasonably expected from a competent and professional supplier of public relations services.
ClearBrand agrees with the client to: work diligently to protect and promote the interests of the client at all times; to act loyally and faithfully towards the client in all matters; to advise the client of all its key meetings, discussions and correspondence with representatives of the media concerning the client; and to co-operate where appropriate with any advertising and/or marketing services agencies engaged by the client during the term of engagement.
ClearBrand may appoint sub-contractors to perform any of the services. ClearBrand shall use reasonable care and skill in the selection and appointment of suppliers and the agreement of the terms and conditions of such appointment.
13b.Responsibility of the client
The client undertakes promptly to provide ClearBrand with all information, assistance and materials that ClearBrand requests from time to time to facilitate the proper and timely performance of the services.
In particular (but without limitation) the client agrees to: notify ClearBrand of any inquiries related to the client from any of the media; advise ClearBrand well in advance of any major events in the client’s business such as the launch of a new product or service and/or the opening of any new premises; and to permit ClearBrand (by its representatives) to attend meetings, when reasonably necessary, with any advertising and/or marketing services agencies and other advisers engaged by the client.
The client warrants that to the best of its knowledge and belief, all information provided by it to ClearBrand is accurate and complete.
The client agrees not to liaise directly to any reasonably significant extent with any representative of the media other than through or with the knowledge of ClearBrand.
13c.Fees and additional costs
Fees shall be agreed prior to commencement of work and will be payable on invoice on our standard terms of 20 days. Failure to meet payment terms will result in withdrawal of consultancy services by ClearBrand.
Additional costs including the use of professional agencies to obtain broadcast, print and online media cuttings and clips, and photographers/filmmakers, will be subject to approval prior to any such third party being commissioned by ClearBrand.
13d.Approvals and authority
Written approval will be required by the client before any press releases, statements or other written materials are released by ClearBrand.
Whilst every effort will be made by ClearBrand to give professional advice to the client, the client shall keep ClearBrand fully indemnified against any costs, claims, proceedings or demands arising out of or in connection with any press releases, publications or other material prepared for the client by ClearBrand and approved by the client prior to publication or transmission.
ClearBrand will not be liable for any errors in published information it produces on behalf of the client unless this is caused by its default or neglect.
During and after the term of engagement, ClearBrand acknowledges its responsibility to treat in complete confidence all the marketing and sales information and statistics relating to the client’s business with which the client may supply ClearBrand in the course of any work for the client.
14. CREATIVE DESIGN SERVICES
Charges for creative design services to be provided by ClearBrand will be set out in the written estimate or quotation that is provided to the client.
Charges for creative design work do not cover the release of copyright design files including indd, psd, png, eps, jpg or any other source files; if the client requires these files they will be subject to a separate quotation or ‘buy-out’ charge.
Publication and/or release of work done by ClearBrand on behalf of the client may not take place before cleared funds have been received.
All design work will be proofed by the client and written approval given before ClearBrand will release it for publication or print. Whilst all efforts will be made by ClearBrand to ensure the accuracy of work, no liability can be accepted by ClearBrand for errors not highlighted by the client prior to written approval for publication or print.
15. Data formats
The client agrees to ClearBrand’s definition of acceptable means of supplying data to the company.
Text is to be supplied to ClearBrand in electronic format as standard text (.txt), MS Word (.doc) on CD-ROM, or via e-mail/FTP.
Images which are supplied in an electronic format are to be provided in a format as prescribed by ClearBrand via CD-ROM, or e-mail FTP. Images must be of a quality suitable for use without any subsequent image processing, and ClearBrand will not be held responsible for any image quality which the client later deems to be unacceptable.
ClearBrand cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.
16. WEBSITE DESIGN AND DEVELOPMENT
ClearBrand require that a template is approved by the client before coding of a site commences. Once the template(s) for the website are approved by the client, coding will commence; any changes to navigation items, colours, structure or content which require changes to the template will incur an additional charge.
Once web design is complete, ClearBrand will provide the client with the opportunity to review the resulting work. ClearBrand will make one set of minor changes at no extra cost within 14 days of the start of the review period.
Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to ClearBrand by e-mail.
ClearBrand will consider that the client has accepted the original draft, if no notification of changes is received in writing from the client, within 14 days of the start of the review period.
Once ClearBrand have finished working on a website to the scope agreed and it is live, it is now the responsibility of the client and their agreed hosting. We are not liable to any security issues related to the hosting companies files. We will in most cases be available to further develop the site, however we are not obliged to. We code in an open source manner and this allows any developer to work on the project. If we reach capacity and can’;t further develop we will make that clear and offer alternative solutions, or dates when we will be free to make updates with our current schedule. If there is a functional issue which was part of the original scope we will of course endeavour to complete this task.
17. Rights of access for website construction
The client agrees to allow ClearBrand all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.
The client also agrees to allow ClearBrand access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
The client agrees to supply ClearBrand with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
18. Hosting websites
ClearBrand offers in-house hosting services through an out-sourced virtual server. ClearBrand does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
ClearBrand may request that clients change the type of hosting account used if that account is deemed by ClearBrand to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website.
Fees for hosting on ClearBrand’s virtual server are due at the commencement of any period of service and are non-refundable. Fees due to third party hosting organisations are the responsibility of the client and ClearBrand is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the client/domain owner.
19. Domain registration
ClearBrand cannot guarantee the availability of any domain name. Where ClearBrand is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.
20. Search engine submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, ClearBrand cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. ClearBrand recommend that clients use a professional Search Engine Optimisation specialist and can arrange for third party SEO consultancy, but can accept no responsibility for their services.
21. Design credits
The client agrees to allow ClearBrand to place a small credit in the form of a link to ClearBrand’s own website on the client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The client also agrees to allow ClearBrand to place websites and other designs, along with a link to the client’s site on ClearBrand’s own website for demonstration purposes and to use any designs in its own publicity and portfolios.
22. Working with contractors
We have a 20 day payment policy after receiving invoices from contractors. We also provide this to our clients. If you require a different payment schedule explicit notice must be made before starting the project (for example for deposits).