1 INTERPRETATION
1.1 “The Agency” is Blwm Agency. “Client” is the person or organisation, to which the Agency supplies goods or services. “Contract” means the Contract between Agency and Client, under which both are subject to “conditions”, meaning these terms and conditions.
2 BASIS OF THE CONTRACT
2.1 Subject to Clause 2.2 the Contract is subject to these conditions, to the exclusion of any others purported to be imposed by the Client in any way.
2.2 Conditions may be varied if both parties agree in writing. A conflict between a written agreement and this Contract shall be resolved in favour of the agreement.
2.3 Unless specified in a new agreement, the conditions of this Contract apply to any variation.
3 QUOTES AND VARIATIONS
3.1 Quotes and schedules issued by the Agency are valid for 1 month after issue, subsequently, they may be amended or withdrawn.
3.2 Errors in literature, proposals, quotations, or invoices of the Company are subject to correction without liability on the part of the Agency.
3.3 The Client is responsible for ensuring the accuracy of the terms of any order.
4 PRICE
4.1 Unless specified in the Contract, the Client will be liable to the Agency for:
4.1.1 Accommodation, communications, delivery, subsistence and out-of-pocket expenses incurred in fulfilling the Contract.
4.1.2 Time spent in pursuance of the Contract including, but not limited to meetings and professional attendance. The Agency’s standard rate is £25 per person, per hour or part there of. The Company’s standard meeting or attendance allowance is 2 hours, after which charges may be made at the standard rate.
4.1.3 Items obtained from external suppliers may be subject to a management fee unless otherwise stated.
4.1.4 Costs incurred by the Agency in performing the Contract, beyond the reasonable foresight or control of the Agency in its estimate. Such costs will be charged on terms no less advantageous to the Agency than in this Contract. The Agency may refuse to agree to any requested variation without any liability.
4.1.5 VAT, Import Duties, or other taxation levied on the Agency in pursuance of the Contract.
5 DELIVERABLES
5.1 Unless specified otherwise, the Client will receive one copy of each deliverable.
5.2 The Client shall provide the Agency with a free specimen or photographs of the results of completed work or photographs if available.
5.3 Work in uncompleted form may not be used or published as finished work without the prior consent of the Agency.
5.4 No modifications to work relating to the Agency may be made during its course without the prior written agreement of the Agency.
5.5 The Agency asserts its right to be identified as the author of work resulting from the contract including in any publication, subject to approval by the Agency.
5.6 When creating websites we support the latest versions of Internet Explorer (IE), Chrome, Firefox and Opera on both Windows and Mac platforms. We also support the latest version of Safari on Mac and do our best to ensure that the website is accessible using the latest version of Safari on iOS.
6 ACCEPTANCE OF WORK
6.1 The Client acknowledges that the Agency’s work and charges for any part of a Contract are satisfactory on written or verbal acceptance or:
6.1.1 On the Client’s instruction to proceed to a different, or subsequent stage in the project, or a new Contract based on the original Contract’s results.
6.1.2 On payment, part payment, or notification of the intent to pay for invoices relating to the Contract.
6.1.3 In the event of no complaint within the terms agreed in the Contract.
7 PAYMENT, CREDIT TERMS & REFUNDS
7.1 The Agency will commence work on receipt of an invoice for 50% of each Contract stage and issue another invoice for 50% on delivery, for payment on return, unless otherwise stated on the invoice, subject to variations as outlined in 4.1.
7.2 The Agency will issue invoices for additional costs and expenses after each stage, or at the end of the month in which the cost was incurred.
7.3 Invoices must be settled in full on invoice date unless otherwise stated on the invoice. Time of payment is of the essence of the Contract.
7.4 The Agency reserves the right if any invoice remains unpaid (whether wholly or in part) for over 14 days from its date of issue to:
7.4.1 Give immediate notice to the Client that the project will cease until outstanding payments are made;
7.5 If the Agency is unable to complete work by an agreed date due to any factors outside its control, the Agency may invoice for work completed at that date.
7.6 If a Client has any outstanding invoices after sixty days, the Agency will pass the debt to a 3rd party for chasing.
7.7 No work will be carried out by the Agency if a Client has any outstanding invoices that are sixty days overdue until the outstanding invoices are paid.
7.8 A 25% non-refundable deposit is required before we begin on a project. We do not issue refunds for fees paid in advance. Once a payment or deposit is made, it is non-refundable. All Setup fees are nonrefundable as it is applied to costs immediately incurred in initiating services. If a project is cancelled or postponed, all monies paid are retained by Blwm Agency and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
7.9 The remaining balance will be invoiced upon completion of the job.
7.10 Additional charges will be discussed and agreed upon before the final invoice is sent (more on this topic below).
7.11 Additional charges (for graphics) will be applied if any pictures or illustrations are needed through stock sites such as iStock or Dreamstime. (We will not purchase any images until we have client approval).
7.12 Original image files will not be emailed until the full balance has been paid.
7.13 Additional charges (for site builds) will be applied if the client needs additional work that is outside of the original quote or package specifications.
7.14 Client has 30 days to make their final payment or a £50 late fee will be applied for every month that the client is late after that time.
7.15 It is down to the Client to ensure we receive the information required for The Agency to action the Contract requirements. In the event of a monthly contract, hours cannot be refunded or rolled over if the monthly activity has not been fulfilled.
8 TERMINATION
8.1 This Contract may be terminated upon either party giving notice to the other party if that party breaches any term of the Contract, or:
8.1.2 Is made bankrupt; enters into any arrangement or composition with creditors, enters comparable insolvency procedure in any jurisdiction, is petitioned for winding up or for an administration order to be made against it, has a receiver, manager, or administrative receiver appointed over, all or any part of its assets.
8.2 If a Contract is to be carried out by the Agency in stages when a delay of more than one month occurs during a stage, or between any two stages occasioned by instruction or act or omission of the Client, the Agency may withdraw from the Contract and be entitled to payment of amounts set out in Clause 7.9.
8.3 On termination of the Contract (whether under this clause or otherwise) the Client will pay the Agency for all work carried out in pursuance of the Contract and:
8.3.1 The Client indemnifies the Agency for the Company’s liability under contracts entered into to perform any obligations under the Contract for which the Agency remains liable notwithstanding termination of this Contract.
8.4 Termination of this Contract for any reason shall not affect the parties’ accrued rights and liabilities arising under the Contract before termination.
8.5 The Agency reserve the right, as part of its credit control procedures, to withdraw all of its services until any outstanding debt is paid in full.
8.6 The Agency may terminate without liability to the Client part or all of their services immediately and at any time if they believe the Client has supplied them with false, misleading, inaccurate or incomplete information.
8.7. If the Client is on a maintenance package with the Agency, then they will need to provide at least 60 days advance notice of termination and pay for the remainder of the current month.
8.8 Projects that are cancelled at least 30 days before the start date may be rescheduled at the end of our queue. Cancellations made less than 30 days from the project start date result in a full loss of deposit and may be rescheduled only with payment of another deposit.
9 CONFIDENTIAL INFORMATION
9.1 The Agency, its agents and its employees will keep confidential Client disclosures in the course of setting up or working on the Contract. From this is excluded information that is or becomes in the public domain, is received by the Agency in good faith from a third party or is in the Agency’s possession already.
9.2 Any matter submitted by the Agency to the Client before the Contract is agreed upon is confidential and must not be shown, copied or used for any purpose.
9.3 The Agency retains ownership of all materials and designs in any form, including intellectual property rights, until invoices relating to the Contract stage and additional costs and expenses are paid in full. No information relating to the Contract or its results may be disclosed without the Agency’s written permission if any invoices for the Contract are unpaid after their due date.
9.4 On payment of invoice, the Client may request assignment of relevant intellectual property rights arising from the Contract’s deliverables, at the cost of the Client.
9.5 Work completed during a project in any form is the property of the Agency unless referred to as deliverables in a quotation.
9.6 During the course of the Contract, neither Agency nor the Client may use the name of the other for publicity purposes without the written consent of the other. The Agency may use commissioned work for the promotion of the Contract’s results have been promoted openly or with permission from the Client.
10 REFUNDS
10.1 Due to the custom nature of our work, Blwm Agency does not issue refunds for any reason. Please note our cancellation policy (above) for information about cancelling your project.
11 PROOFS
11.1 Proofs of all work may be submitted for Client’s approval and Agency shall incur no liability for any errors not corrected by the Client in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Client. When style, type or layout is left to Agency’s discretion, any subsequent changes to such style, type or layout required by the Client shall be subject to additional charges on a time and materials basis.
12 COPY
12.1 Where any additional work of whatever nature is necessary as a result of copy supplied by a Client not being clear and/or legible, the Agency may be entitled to make additional charges on a time and materials basis to cover such additional work.
13 FULL-COLOUR PRINTING
13.1 All reasonable efforts shall be made to obtain the best possible colour reproduction on the Client’s work, but variation is inherent in the print process. It is understood and accepted as reasonable that, the Agency shall not be required to guarantee an exact match in colour or texture between the Client’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by the Company or any other party) or any other materials supplied by the Client and the printed article the subject of the Client’s order.
14 COMPLAINTS
14.1 If at any time the Client would like to discuss with the Agency how their service could be improved or if they are dissatisfied with the service they are receiving please let the Agency know by contacting the director responsible for their affairs. The Agency will look into any complaint carefully and promptly and do all they reasonably can to resolve the position.
15 CLIENT AGREEMENT
15.1 By making the initial payment you are agreeing to the above terms.