Terms and Conditions
FEES
We prepare a proposal of fees for all new Clients and new projects indicating our fees at least for the early stages of the project. If we are asked to start work on a project by a Client before a fee arrangement is reached then all work will be charged at our prevailing hourly / day rates.
Fixed fees
We charge fixed fees wherever possible as this provides the Client with a clear indication of the financial commitment. It is not usually possible at the beginning of a project to fix fees beyond the concept stage because the work involved thereafter will depend upon the nature of the solution proposed – in this case we will estimate likely fee levels and either fix them later or work on hourly /day rates.
Hourly rates
Sometimes it is not possible to determine the right level of fee and in these circumstances we will work on an hourly rate basis and charge for actual hours worked at prevailing hourly rates. We review our hourly rates each year on 31 December but reserve the right to increase them at any other time by agreement. Fee estimates prepared on old rates may have to be revised in line with new rates.
Consultancy fees
For long-term programmes we may charge a consultancy fee, invoiced monthly and agreed in advance. Such fees are reviewed each year on 31 December but we reserve the right to increase them at any other time.
Abortive work
This is always charged at prevailing hourly rates for actual hours worked. Charges for abortive work apply in the following cases.
- Where we are asked to work on a brief that is later changed by the Client so that some or all of the work completed has to be replaced or repeated. This is most easily calculated by charging prevailing hourly rates for the ‘replacement’ work carried out following the change of brief.
- Where we complete part of a project and then the project itself is aborted or suspended. If the work is aborted, the charge will be for all the work completed to date at prevailing hourly rates plus a fee equivalent to the last four weeks work at prevailing hourly rates. If the work is suspended we will charge for the cost of the team for the period of suspension or for a period of four weeks, whichever is the smaller.
EXTERNAL COSTS
There are usually a number of services required on a project that have to be sourced from external suppliers.
External consultants
If other professions are required to undertake work on a project, they will be appointed and paid directly by the Client.
Bought-in costs
These include but are not limited to photographic and other printing, specially commissioned services such as copywriting, stock photography, original photography and illustration. All bought-in costs are recharged to the Client at the cost to us (trade cost where applicable) plus a net handling charge of 17.65%.
When we buy materials or goods to use on a project we act as the Client’s agent and the Client agrees that any claim he may have arising out of defects in such materials is against the supplier and not against us. We are entitled to call on the Client to pay the supplier direct if we so wish.
Market intelligence
We subscribe to a number of intelligence sources. We will use charge for this according to the scale and frequency of these sources during the course of a project and will make an access.
Expenses
We look after our Client’s money as if it were our own. Therefore, we look to get the best combination of price and productivity. Expenses we incur on projects fall into two categories.
- Out-of-pocket expenses such as travel and subsistence which we recharge to the Client on a monthly basis at the cost to us plus a net handling charge of 17.65%. Our policy is that we travel economy class on short trips but upgrade for long journeys. If long distance travel is involved, we normally suggest to clients that they pay direct and save our handling charge.
- Our own equipment with a chargeable output (such as a colour printer or photocopier). In these cases we have standard charges that we allocate to the project, such charges being set at or below the price of equivalent bought-in services.
Value Added Tax
VAT at the appropriate rate prevailing at the time of invoice will be added to all our charges to clients based in the UK.
INVOICING
Normal practice
It is our normal practice to identify an invoicing and payments schedule over the period of the project that breaks the total fee down into regular payments. Bought-in costs and expenses are invoiced separately. Sometimes bought-in services are invoiced to us by our suppliers after our invoice has been sent to our Client and have to be charged at a later date.
Protection
In many cases we ask the Client to make a deposit, which is used to cover our costs in the case of a client ceasing to trade or fails to make a payment when due for any other reason.
Where a Client company is a subsidiary of another company, we may ask the subsidiary company to provide an indemnity from the holding company before we start work on the project whereby the holding company agrees to indemnify us against any losses through non-payment where the subsidiary ceases to trade through bankruptcy or fails to pay an invoice for any other reason.
PAYMENT OF INVOICES
Normal terms
Payment will be due one month from the date of our invoice at the latest. In some cases there may be an agreement for earlier payment. Any queries a Client may have following the receipt of an invoice should be raised within 14 days of the date of the invoice. If an invoice is not paid within one month we may without prejudice to any of our other rights suspend our services to the Client until the invoice is paid. Interest will be charged at 1% per month on overdue balances.
Payment in advance
If we start work on a project for a new Client we normally ask for payment of the first invoice in advance of starting work on the project and immediate payment of all subsequent invoices. When working outside the UK for a new Client we may ask for payment of the entire project to be made in advance.
GENERAL TERMS
Time
We pride ourselves on completing our work within the time agreed. However, contractually there is no fixed date for the completion of work by us in writing, and in any event time is not of the essence for the completion of work.
Disputes
We very much hope that disputes will not arise. If the Client has a claim he must bring an action on the claim within one year of the date of invoice to which the claim relates, or else the claim is barred. This agreement is governed by the laws of England and the parties hereto irrevocably submit to the jurisdiction of the English Courts.
Liability
Nothing in this agreement will be effective to limit our liability for death or personal injury caused by the negligence of our employees, agents or sub-contractors.
Subject to the above, in no event will we be liable for the indirect, special, incidental or consequential damages nor for any claims for loss of profit, loss of use or loss of contract whatsoever and howsoever caused.
Subject to the above, UBQ’s liability hereunder for damage regardless of the form of action shall not exceed the fees excluding VAT paid by the Client to us pursuant to this agreement in the 12 month period preceding such claim.
The Client agrees that he shall not be entitled to set off any claim for damages against any claim by us for the work done and goods supplied.
Confidentiality
In the course of business we receive confidential information from our clients and also pass on confidential information to them. We expect to keep confidential all such information until it is released into the public arena and expect our clients to do the same.
Copyright
Unless we agree otherwise, copyright on any work produced by us for the Client remains with us but the Client will be entitled to use the products of our work for all the purposes contemplated in the design brief, provided we have completed the project in full and have been paid in full. Once we have completed the project in full and have been paid in full by our Client, we will assign such copyright or other rights as we have in the work without further charge.
The Client, in producing any material/information of any kind to us, warrants that he is entitled to use that material and agrees to indemnify us in respect of all claims, costs, damages and expenses incurred by us in the event of a claim by anyone else arising out of our use of that material. This includes but is not limited to claims arising out of alleged infringements of copyrights, patents and passing off, defamation, trademarks and confidential information.
While we take care not to infringe copyrights on other people’s work, should such an infringement take place without prior knowledge, the Client will bear the responsibility of any proceedings taken.
Design right
By the Copyright, Designs and Patents Act of 1988, design rights in three-dimensional objects lie with the Client. We will, however, retain design rights in any designs produced during the project but not selected for development by the Client.
Publicity
Unless confidentiality would be breached by publication, we will have the right to announce our appointment on a project and thereafter to release information and visual material regarding the project. We will endeavour to keep the Client informed of such activity. The Client will allow us all reasonable access for photography and will supply samples of printed matter in good condition for our files and promotional purposes. Such samples or photography may be used by the company or their employees for promotional or portfolio purposes.
Priority
These terms and conditions of business are the only terms and conditions of business upon which we contract with our Clients and to the extent that they may conflict with any standard terms and conditions of business of our Clients, these terms and conditions must prevail. These terms and conditions may only be amended by one of our directors in writing. These terms are the terms on which we do business. They are to be read with any letter from us setting out our proposals for the Client. In asking us to work for them, the Client agrees to be bound by these terms.
