These Terms & Conditions are applicable to all brand and digital Projects that are undertaken by Abstrakt Creative Ltd (“Abstrakt”) (company number 05718712) on behalf of the undersigned customer (“the Customer”).
1.1 A copy of these Terms & Conditions is submitted to the Customer along with the Project Proposal and must be agreed by the Customer prior to work commencing. In the absence of a signed copy of these Terms & Conditions, payment by the Customer of any deposit or payment online shall constitute acceptance of the Terms & Conditions.
1.2 A copy of these Terms & Conditions can be found at weareabstrakt.com/legals and the latest online version shall always supersede any previously published or distributed copies, unless specifically stated in the Project Proposal.
2.1 Charges for services to be provided by Abstrakt are defined in the Project Proposal that the Customer receives via email (“Project Proposal”). A Project Proposal is valid for a period of 30 days unless otherwise agreed between the Customer and Abstrakt prior to the Project Proposal being issued. Abstrakt reserves the right to alter or decline to provide a Project Proposal after expiry of the agreed timescale.
2.2 Unless otherwise stated our price excludes any 3rd party costs or the costs of materials not yet known but will form part of the services, which if applicable will be agreed separately. 3rd party costs may include without limit; rights managed or royalty free photography purchases, colour print proofs and postage and carriage. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.
2.3 All brand and digital Projects require an advance payment of the fee quoted within the Project Proposal (“Project Fee”) prior to work commencing. In the absence of any other agreement, for Project Fees up to (and including) £5,000 (excluding VAT), such advanced payment shall be an amount equal to 50% of the Project Fee. Where the Project Fee exceeds £5,000 (excluding VAT) such advanced payment shall be an amount equal to 20% of the Project Fee.
2.4 The remaining balance of the Project Fee total shall be due upon completion of agreed milestones, as detailed in the Project Proposal.
2.5 If the project is for repeat or ongoing services the payment should be made monthly in advance, payable by standing order.
2.6 For all print projects, on a first order payment is required at time of order, after which a 30 days credit account may be offered. Abstrakt reserves the right to request payment for all print projects prior to delivery.
2.7 The Project Fee shall include the release of print-ready artwork and source-code but, for the avoidance of doubt, the Project Fee does not include master artwork files or any hosting fees unless otherwise agreed between the Customer and Abstrakt prior to the Project Proposal being issued.
2.8 The Project Fee may be paid by online payment, cheque or bank transfer. Cheques should be made payable to Abstrakt Creative Ltd.
3. Customer Review
3.1 Abstrakt will provide the Customer with an opportunity to review the appearance, content and functionality of the Project deliverables at the completion of each milestone and once the Project is completed. Upon each opportunity given for the Customer to provide feedback to Abstrakt, the content, appearance and functionality will be deemed to be accepted and approved by the Customer unless the Customer notifies Abstrakt otherwise within 21 days of the date the materials are made available to the Customer for review.
3.2 In circumstances where the Project deliverables are deemed to be accepted by the Customer in accordance with clause 3.1, the Customer’s account shall be in default and the Customer shall be bound to pay the balance of the Project Fee or current milestone payment. On receipt of payment, the Customer will be provided with the Project at whatever stage of completion it was at on the expiry of the 21 day period referred to in clause 3.1.
3.3 In the event the Customer provides feedback on the Project deliverables after the expiration of the 21 day period referred to in clause 3.1, Abstrakt shall have the right to treat the Customer’s feedback as an entirely new instruction, in respect of which it shall be entitled to revise or re-issue its Project Proposal and Project Fee accordingly.
4. Project Schedule and Content Control
4.1 Abstrakt shall endeavour to supply the Customer's Project by the date specified in the Project Proposal. If no such date is specified, the time-scale shall be within twelve weeks of the date on which Abstrakt received the advance payment referred to in clause 2.2, unless a delay is specifically requested by the Customer and agreed by Abstrakt. An alternate time-scale can be agreed during the initial Project discussion.
4.2 In order to facilitate the timely completion of the Project, the Customer hereby agrees to delegate a single individual as 'first-point-of-call' to aid Abstrakt with completing the Project in a satisfactory and expedient manner.
4.3 During the Project, Abstrakt will require the Customer to provide feedback, copy and images. If this is not provided within two weeks of an official request by email then Abstrakt reserves the right to advise the Customer of a revision to the Project Fee subject to any costs incurred in the Project delay. If this is not provided within four weeks from the original email request then the Customer is considered to be in default of the Project, and Abstrakt shall have the right to terminate the Project and raise an invoice in respect of the balance of the Project Fee. Abstrakt may agree, entirely at its own discretion, to recommence any Project previously treated as terminated, subject to both the Customer agreeing a new Project Proposal and payment in full of the Project Fee as specified in the original Project Proposal.
5.1 An invoice will be issued at the start of the Project to cover the advance payment referred to in clause 2.2. Further invoices will be provided by Abstrakt upon completion of each milestone of the Customer Project (or at completion of the Customer Project where no milestones have been agreed).
5.2 Invoices shall be sent by Abstrakt to the Customer via email.
5.3 All invoices are payable within 15 days of receipt, unless expressly agreed and confirmed in writing. The Project assets or any source-code will not be released to the Customer prior to settlement of the final invoice and otherwise the entire Project Fee having been paid in full.
5.4 Any queries relating to an invoice must be received within 7 days from the date of invoice. Past this date the invoice will be deemed satisfactory. Until a query is resolved the client remains liable to pay the undisputed part of an invoice within the original timescale detailed on it.
5.5 If any invoice remains outstanding for more than 30 days after the invoice date Abstrakt will consider the Customer’s account to be in default.
6.1 In the event of the Customer’s default, any information or files on Abstrakts’ host space, may be removed by Abstrakt at it’s sole discretion. Abstrakt shall not be responsible for any loss of data incurred as a result of the removal of the service, nor shall it have any liability is respect of such removal.
6.2 Removal of the Customer’s material from Abstrakt host space does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer's account.
6.3 Cheques returned for insufficient funds, or electronic payments returned unpaid will incur a return charge of £25 each and the Customer's account will immediately be considered to be in default until full payment is received by Abstrakt in cleared funds.
6.4 Customers with accounts in default agree to pay Abstrakts’ reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Abstrakt in enforcing these Terms & Conditions.
7.1 The Customer may not unilaterally cancel the Project or otherwise terminate this agreement (except for material breach by Abstrakt of a fundamental term of this agreement) at any time without full payment of the Project Fees.
7.2 In the event that the Customer (directly or indirectly) makes or attempts to make contact with an employee or contractor of Abstrakt with the purpose or intention of instructing such persons to undertake any work relating to the Project outside of the agreed arrangements between the Customer and Abstrakt, Abstrakt shall be entitled to terminate this agreement without notice, raise an invoice in respect of all work undertaking in relation to the Project and, subject to payment of such invoice in full, deliver the Project to the Customer in whatever stage of development it had reached at the time such conduct of the Customer became known to Abstrakt.
7.3 Abstrakt shall be entitled to terminate this Agreement without notice and with immediate effect if the Customer’s account is in default under clause 3.3 or 5.5, without prejudice to Abstrakt’s other rights arising in the event of default pursuant to clause 6.
7.4 The Customer will be invoiced for design and development work completed on the Project up to and including the date of termination, such invoice to be payable within 14 days.
7.5 Any advance payment made pursuant to clause 2.3 is entirely non-refundable and in the event of termination or cancellation for any reason whatsoever shall be forfeited, even where no deliverable work has been completed by Abstrakt.
8. Other Terms and Warranty
8.1 In the case of digital Projects, Abstrakt grants a 30 day warranty period commencing on the date the Project goes live, in respect of bug fixes validated by Abstrakt only. For the avoidance of doubt this warranty is only given where the Project is completed in full and not in circumstance where this Agreement is terminated early for any reason.
9. Intellectual Property Rights
9.1 The Customer retains all intellectual property rights to all copy, data, files and graphic logos provided by the Customer, and grants Abstrakt the rights to publish and use such materials for the purposes of creating and, where relevant, hosting and supporting the Project in addition to using such materials for the purposes of Abstrakt’s promotional and marketing activities (except where such use is expressly prohibited by the Customer).
9.2 In the event that any third party intellectual property rights used by the Customer are provided to Abstrakt for the purposes of completing the Project, the Customer shall ensure that all such rights are used by the Customer with the appropriate consents, permissions and/or licences and that use of such materials by Abstrakt shall not constitute an infringement of such third party rights. The Customer agrees to indemnify and hold harmless Abstrakt from any and all claims resulting from the Customer's negligence or inability to obtain proper and sufficient consents, permissions or licences in respect of such thirds party rights.
9.3 By engaging Abstrakt in respect of the Project, the Customer guarantees to Abstrakt that all necessary third party consents, permissions and/or licences have been obtained in respect of third party intellectual property rights. Abstrakt may request evidence of such consents, permissions and/or licences. Failure by the Customer to produce such evidence shall entitle Abstrakt to terminate the Project following which the Customer shall be issued with an invoice is respect of work undertaken to date, such invoice to be payable within 14 days of receipt. Alternatively, Abstrakt may place a Project on hold pending production of such evidence. Any costs or expenses arising as a result of such delay shall be borne by the Customer in addition to the Project Fee.
9.4. All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Abstrakt, in supplying the Project and under this agreement will vest in and belong to Abstrakt.
9.5 In consideration of, and upon payment of the Project Fees in full, the client shall have the rights of Use as set out in the Project Proposal. Such rights shall take effect on receipt by Abstrakt of the fees. Where no such rights are specified the client is granted a non-exclusive license to use the works for the purpose described in the Project Proposal. Rights of Use shall be extended only with the consent of Abstrakt and payment of additional fees.
10. Media Delivery Requirements
10.1 Unless otherwise specified in the Project Proposal, this Agreement assumes that any text will be provided by the Customer in electronic format (ASCII text files delivered via e-mail, CD-ROM, DVD, or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpg or .png format.
10.2. Specific requirements relating to media delivery will be discussed and agreed with the Customer prior to commencement of the Project and all special arrangements shall be detailed within the Project Proposal.
10.3. Although every reasonable attempt shall be made by Abstrakt to return to the Customer any images or printed material provided for use in creation of the Project, such return cannot be guaranteed and Abstrakt accepts no liability in respect of lost materials.
11. Post Project Alterations
11.1 Abstrakt cannot accept responsibility for, and shall have no liability in respect of, any alterations to the Project caused or instigated by the Customer or a third party following completion of the Project. Such alterations include, but are not limited to additions, modifications or deletions.
11.2 In the event that a Customer wishes to instruct Abstrakt to undertake work required to resolve any issues or problems arising from such modification, Abstrakt shall be entitled to charge a one-off fee in respect of such remedial work, to be agreed by the Customer prior to any such work commencing.
12. Third Party Services
12.1 Abstrakt may require the Use of third party services to complete the Customer's Project requirements and will ensure these services are integrated into the Project and that they function correctly upon completion.
12.2 Abstrakt cannot be held responsible for subsequent changes or issues with any such third party services that may result in issues on the Project. In the event that the Customer requires Abstrakt to undertake remedial work in respect of subsequent changes to third party services, it shall be entitled to charge a one off fee, to be agreed by the Customer prior to the commencement of such remedial work.
13. Domain Names
13.1 Abstrakt may purchase domain names on behalf of the Customer, in which case they will then be renewed on an annual basis and the Customer will be invoiced by Abstrakt.
13.2 Abstrakt will issue a reminder email to the Customer at 30 days and 15 days prior to expiration of each domain. Domains are automatically renewed 10 days before expiration.
13.3 In the event that the Customer does not wish to keep a domain, it must notify Abstrakt of that fact no less than 15 days before the expiration date.
13.4 Abstrakt accepts no liability in relation to:
13.4.1. the loss, cancellation or otherwise of any domain caused by either the Customer being in default in respect of payment of any invoice; or
13.4.2 in relation to any costs being incurred in keeping the domain where the Customer has failed to notify Abstrakt pursuant to clause 14.3.
13.5 It is the sole responsibility of the Customer to keep records of the due dates for payment to ensure that payment is received in good time.
14. Confidential Information
14.1 Confidential information that the Customer provides to Abstrakt will be kept confidential. We expect to be granted the right to discuss confidential items with official bodies in so far as this is necessary to perform the agreed tasks.
14.2 The Customer undertakes that it will keep secret and confidential the terms of this agreement and any information supplied by Abstrakt in connection with this agreement or the business of Abstrakt (including the Proposal) and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Abstrakts’ prior written consent.
15.1 Any artwork and recommendations produced by Abstrakt will relate to the time at which they are given and it may be that they will cease to be current if a significant period of time elapses before they are acted upon. Abstrakt will not be liable for the results of any actions taken by the Customer or by other parties where the actions were not in full compliance with our recommendations. Save in respect of death or personal injury our liability in respect of any breach of the contract between us or any negligence or tort shall be limited to the fees to which We are entitled under the contract and we shall have no liability for any consequential loss.
15.2 Abstrakt’s liability for any loss or damage direct or otherwise and howsoever caused whether intended or not, including negligence, or otherwise shall not exceed the amount invoiced by Abstrakt to the Customer.
16.1 These Terms & Conditions supersede all previous representations, understandings or agreements. The Customer's signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms & Conditions. Payment online is an acceptance of all applicable Abstrakt terms and conditions.
16.2 If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.
16.3 The failure by Abstrakt at any time or for any period to enforce any one or more of these Terms & Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms & Conditions on a future occasion.
17.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.