1. GENERAL WORKING AGREEMENT
a. This document defines the terms and conditions of the working agreement between Mindcorp and the Client.
b. The Client is defined as the party, or any person acting on their behalf with whom Mindcorp contracts.
c. It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
d. All projects or services that Mindcorp may be contracted to produce or provide for the Client will be subject to the following:
2. QUOTING/BILLING GENERAL
a. Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases. Planning the work, cost estimating, and billing in several phases permits Mindcorp or the Client to adjust for revisions or to halt work before completion if a project is postponed or cancelled.
b. All estimated prices quoted, whether written or verbal, are for the listed and mentioned services only. Mindcorp quotes typically exclude the following unless stated: VAT; print; commissioned illustration, photography or stock images; image retouching; copywriting; postage; travel; web hosting; couriers; other third-party costs incurred. Any additional services required to complete a project will be quoted for in advance and charged accordingly
c. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
d. Quotations are valid for a period of 30 days. Mindcorp reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
e. Mindcorp will begin work upon the client’s approval of the quote/estimate. The Client’s approval (email or oral) will constitute an agreement.
3. REVISIONS AND ALTERATIONS
a. Costs and timescales provided in Mindcorp’s quotes are guides based on experience from similar briefs but concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. If the job changes to an extent that substantially alters the specifications described in the original estimate, Mindcorp will submit a proposal revision to the Client, and a revised additional fee must be agreed to by both parties before further work proceeds.
b. All estimates include two sets of corrections where alterations are called for by the client. Further tweaks and changes may be payable at standard hourly rates.
c. If projects are planned to an agreed schedule, non-adherence to this schedule by the Client may result in compromising final delivery deadlines. If this is likely to occur, Mindcorp will advise the Client as soon as this becomes evident and suggest an alternative solution where feasible. This may incur an additional surcharge of up to 25%. This is due to the fact that other client’s work may have been rejected to ensure the work is complete on time.
a. The client agrees to pay Mindcorp in accordance with the terms specified in each proposal/estimate.
b. Payment for services is due by bank transfer and details will be made available on invoices
c. New clients may be required to pay 50% of the project cost before work can begin.
d. With regard to web design/development, unless agreed otherwise with the Client, design services require an advance payment of a minimum of thirty three (33) percent of the project quotation total before the work is supplied to the Client for review. A second charge of thirty three (33) percent is required after the development stage, with the remaining thirty three (33) percent of the project quotation total due upon completion of the work, prior to upload to the server or release of materials.
e. All creative and development work produced and devised during a project(s) remain the property – physically, intellectually and in copyright, of Mindcorp until full payment has been made on the client’s account, and all project costs have been cleared.
f. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) or £30 per month of the total amount due.
g. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Mindcorp’s web space, Mindcorp will, at its discretion, remove all such material from its web space. Mindcorp is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Mindcorp reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Mindcorp in enforcing these Terms and Conditions.
a. Estimates are based on a reasonable time schedule, and may be revised to take into consideration a Client’s “Priority Scheduling” requests requiring overtime and weekends. Mindcorp’s understanding of a Client’s deadlines is essential to provide an accurate estimate. In addition, some outside suppliers charge a markup on overtime after traditional work hours.
6. NATURE OF COPY
a. The Client agrees to exercise due diligence regarding the preparation of materials and must be able to substantiate all claims and representations. The Client is responsible for all trademark, servicemark, copyright, legal and patent infringement clearances. A contract for work shall be regarded as a guarantee by the Client to Mindcorp that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
b. Mindcorp cannot guarantee the client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore, Mindcorp will not accept liability for any alleged claim from the client or any third party as the result of unintentional similarity in part or whole of a third party’s copyright protected or registered trademark or brand, identity, strapline, colour usage, image style and content, product or otherwise.
7. ERRORS AND OMISSIONS
a. It is the client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Once final proofs/materials have been signed off, Mindcorp cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.
8. SUPPLIERS/THIRD PARTIES
a. Whilst every effort will be made to achieve agreed delivery, Mindcorp cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of Mindcorp’s control.
b. If the Client chooses to use suppliers outside of Mindcorp’s preferred companies, Mindcorp will supply artwork directly to the Client to manage but will be unable to monitor, advise or take any responsibility for the process or final output.
c. As part of larger projects which involve 3rd parties commissioned directly by the client, Mindcorp will not be held responsible in any way for services they did not carry out/manage directly or indirectly.
d. Mindcorp reserves the right to commission freelance support, outsource any job or procure, scale, manage and contract development resources as it feels necessary in order to fulfil and deliver work or projects accepted under quotation by the client. Any outsourced job remains the property/responsibility of Mindcorp and such services are deemed to be carried out ‘indirectly’ by Mindcorp.
9. BINDING ARBITRATION
a. If either party disagrees with any invoice or has any other concern about the services or the results achieved, they should notify the relevant party within 7 days. Mindcorp will attempt to resolve any such disagreements or dissatisfactions in a fair and reasonable manner.
b. If any controversy or dispute arising from, or relating to, the design and development agreement, or our services to client, even if arising from termination hereof, cannot be resolved through mutual agreements, the sole means of resolving such controversy or dispute will be binding arbitration with a single arbitrator to be agreed between the parties or in default of such agreement to be nominated by the president of the Chartered Institute of Arbitrators, in accordance with the institutional rules 2000 edition. The arbitration award may be enforced as a judgement by a court of competant juristiction. Each party will pay its own costs, including legal fees in the arbitration.
10. RIGHTS OF OWNERSHIP
a. Mindcorp reserves the right to use both initial creative concepts and final approved design work for the purposes of the Company’s marketing activities (both online and offline) unless otherwise requested/agreed with the client.
b. Mindcorp reserves the right to the addition of our company credit on printed or digital projects and to the use for self-promotion any work carried out for the client, unless instructed otherwise.
c. A link to Mindcorp will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than £5000, a fixed fee of £500 will be applied.
d. Mindcorp will supply the client with end-artwork in its final form (e.g. print-ready PDF; outlined EPS file etc). However, Mindcorp will not normally provide clients with open files, original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any working or development files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with Mindcorp for non-exclusive future use.
11. ADDITIONAL TERMS FOR WEB/DIGITAL
a. Turnaround and Content Control
i. Mindcorp will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon Mindcorp receiving initial payment, unless a delay is specifically requested by the Client and agreed by Mindcorp.
ii. In return, the Client agrees to delegate a single individual as a primary contact to aid Mindcorp with progressing the commission in a satisfactory and expedient manner.
iii. During the project, Mindcorp will require the Client to provide website content; text, images, movies and sound files
b. Web Browsers
i. Mindcorp makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers. The Client agrees that Mindcorp cannot guarantee correct functionality with all browser software across different operating systems.
ii. Mindcorp cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Mindcorp reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
c. Access Requirements
i. If the Client’s website is to be installed on a third-party server, Mindcorp must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
d. Post-Placement Alterations
i. Mindcorp cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
e. Domain Names
i. Mindcorp may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Mindcorp. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
a. If at any point during the design or development cycle the Client wishes to cancel, they may do so but will be invoiced an amount that Mindcorp judges to be proportional to the amount of work completed on the commission and further compensatory charges for booked design time, printing press time or any other supply costs accruing.
b. Termination of services by the Client must be requested in a written notice (or via email) and will be effective on receipt of such notice. Verbal requests for termination of services will not be honoured until and unless confirmed in writing.
13. LIMITATION OF LIABILITY
a. Mindcorp shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond it’s control including (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock out, Strike by employee’s in contemplation of furtherance of dispute or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery when available.
b. To the greatest extent permissible by law, Mindcorp shall not be liable to the Client or any third party for any indirect, special, incidental punitive cover or consequential damages (including, without limitation, damages for inability to use equipment or access data, loss of business, loss of profits, business interruption or the like) arising out of the services and based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even in the event that Mindcorp has been advised of the possibility of such damages. Notwithstanding any other provision herein, Mindcorp’s total liability to you and any other third party for actual damages for any cause whatsoever, shall in no event exceed the charges for the services provided in the relevant work order, or £100 in the event no charge has been made.
14. ADDITIONAL PROVISIONS
a. The validity and enforceability of this agreement will be interpreted in accordance with the laws of the United Kingdom applicable to agreements entered into and performed in the United Kingdom. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.
b. In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.
c. Terms and Conditions may be changed at any time without prior notice to its clients. Notification will be sent to all clients at the time of the Terms and Conditions alterations.