You agree to sign and forward a Confirmation of Appointment notice, agreeing to the appointment of Zynk Design Ltd for the acknowledged stages of the project, for the quoted fees identified. In the absence of your appointment documentation, we shall confirm to you our appointment, which you agree will be binding on you.
The laws of England shall govern the contract. Jurisdiction will reside with the English courts but without prejudice to our right to bring proceedings in any other court which has jurisdiction.
CANCELLATION OF A PROJECT
If you terminate the Project upon the completion of a stage, then you shall incur our fees and expenses up to the end of that stage. However, if you cancel a Project during a stage then you agree to pay the full agreed fee for that stage and all expenses incurred up to cancellation, including any expenses relating to work which may have been commenced but not yet presented. Cancellation of a Project by you must be provided in writing. We may, at our discretion, cancel the Project at any stage, by resigning in writing from any appointment. You agree that we shall not have to give cause or reason for this decision. If we cancel a Project during a stage, then you agree to pay the agreed fee for the amount of time worked on that stage and all expenses incurred up to cancellation, including any expenses relating to work which may have been commenced but not yet presented.
The fee quoted to you will cover the time expended on the Project by all our staff involved in the Project including meetings, but shall not include specialist production finishing and any outside supplier costs and expenses which will be charged additionally. Should the Project vary from the proposal or agreed limited revisions, then we shall be entitled to vary the fees quoted in the proposal or revised proposal. Any services provided by us at any time over and above those comprising our proposal or revised proposal shall be subject to an additional fee, except at our sole discretion. All fees quoted exclude VAT, which will be charged at the prevailing rate.
Our quoted fees will remain fixed for a period of ninety days from the published date. We reserve the right to re-quote for work not commissioned within this time frame.
OUTSIDE SUPPLIER COSTS AND EXPENSES
Typical outside supplier costs and expenses include artwork production, research recruitment costs, design and trademark searches and registrations, illustrations, photography, colour photostats, photoprints, blueprints, CAD plot outs, duplicating PMT’s, printing, typesetting, typography, translations, presentation materials, couriers, overseas faxes and cables, travelling, subsistence and accommodation. You shall supply cheques for all Local Authority Application and Consents related fees, to us, made payable to that authority, for amounts that we shall identify to you, in the course of such applications. You agree that if we make such payments on your behalf, that these will be treated as reimbursable expenses. We shall be entitled to add our commission to costs and expenses at fifteen per cent, unless specifically quoted or unless free-issued to us by our, you or your suppliers. Should the Project vary from the agreed proposal then we shall be entitled to amend any estimate of outside supplier costs and expenses. Where you cancel or postpone a part of the Project, thus leading to our incurring a third party’s cancellation charge, then you agree to pay this charge. All motor vehicle travel incurred in the course of the Project will be re-charged to you at the rate of fifty five pence per mile. All air and rail travel incurred in the course of the Project, will attract a fifteen per cent administration charge. All taxi travel will be re-charges to you at cost.
TERMS OF PAYMENT
Payment of our invoices shall be due in Sterling, in London, 14 days from the date of the invoice. Any dispute with the sums identified is to be notified to us, in writing, within seven days from receipt of the invoice. You acknowledge that in the absence of any notification of a dispute within seven days from receipt of the invoice, that the debt will remain liable upon you and the invoiced amounts payable. Where a debt remains outstanding we shall, at our discretion, be entitled, whether or not the contract has been terminated and without prejudice to any other remedy, to levy a debt recovery administration fee at 3% per month, from a date previously notified to you.
CLIENT SUPPLIED INFORMATION
All text and copy supplied by you is to be in electronic format. All information supplied by you will be deemed accurate and suitable for the intended application. We reserve the right to charge additional fees to those quoted, for all costs incurred by us, including expended project fees, associated with redundant or inaccurate information, even where supplied in good faith.
INTELLECTUAL PROPERTY RIGHTS
Ownership of Intellectual Property Rights in relation to all work prepared, including written proposals, designed or created, commissioned or otherwise acquired by us shall remain ours, for the full term, unless expressly assigned to you in writing, for an agreed fee. You agree to reimburse us for any costs or out-of-pocket expenses incurred in the making of any assignment. If rights are so assigned, it shall only be in relation to material actually incorporated or contained within the final concept accepted by you and will not be deemed assigned to you until such time as you have paid to us, in full and unconditionally, all sums due with respect the agreed fee and all goods or services. Our fee for the Project is agreed on the understanding that no part of the work provided to you shall be used except for the purpose specified, unless expressly agreed by us in writing, and unless you have agreed to pay us such additional fee as we agree between us. Any work submitted to you but which is not incorporated in the final concept accepted by you, shall remain our property, whether or not the subject of such rights and regardless of whether or not it is in your possession. If the Project is cancelled, or if Zynk Design Ltd are not appointed to the Project, you shall not be entitled to such rights, nor to use or otherwise exploit the ideas or other information made known to you during the course of the Project.
PROOFS & APPROVALS
It shall be your responsibility to check and approve the content of all work submitted to you including text (whenever it occurs), photography, illustrations, technical drawings and artwork. And subsequently, it shall be your responsibility to sign-off inkjet colour proofs, ozalids, scatter proofs, fiery proofs, iris prints, bromides, cromalins, wet proofs and running sheets and any other work submitted, to proceed to the next stage. We shall not be responsible for any errors contained therein, which are not corrected by you. You shall be responsible for the appointment of a single point of contact to represent your interests and to co-ordinate all internal distribution of and requests for information made or deemed necessary in the execution of the Project. We may refer to this individual, from time to time, as the ‘client’s representative’.
AMENDMENTS AND CHANGES
We will amend completed stages of work to a maximum amount of 10%. We may express or determine this as either a time expenditure equation; completed individual elements or stages of work, as appropriately interpreted by Zynk Design Ltd.
You agree that additional levels of amendment and change, above this amount, will be subject to additional costs and charges by Zynk Design Ltd
You agree that we shall not be responsible for any corruption caused to computer systems, hardware or software by electronic disruption including; viruses, vandalism or negligence of your security procedures or protocols. You agree to be responsible for checking all incoming electronic data into your organisation for corrupted files and disruption, before distribution on internal network systems.
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