Terms and conditions
Seraph Agency Ltd Terms and Conditions
Last updated: 06/05/2022
Acceptance of quotation or signing of agreement or payment of deposit will be taken as acceptance of the following terms and conditions. Please ensure you have read and fully understand what is written below. Please contact us if anything is not clear to you.
1 Financials
1.1 All prices quoted exclude VAT where applicable and are valid either for the period detailed in the quotation or for thirty days where not stated.
1.2 Prices we provide when quoting are guides based on the time we think work will take us. The process requires your cooperation in providing content, meeting deadlines and approving things when needed. Reasonable additional charges may be payable if there are variations to what has been agreed or due to unreasonable delays on your part. Though should it come to that we will always make you aware well in advance. Charges are unlikely to deviate from those quoted unless requirements change significantly.
1.3 Project payment milestones are as follows: 50% deposit before starting work (no creative or development work will commence until the agency has received written approval of the quotation)t, 30% payment upon first delivery by us, 20% payment upon approval by you. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage. Unless otherwise agreed by us in writing.
1.4 If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation (whichever occurs first), the agency reserves the right to invoice 25% of any outstanding balance, with the remaining 25% payable on completion.
1.5 Any third-party services that are provided by the agency will require a minimum up-front payment of 75% (possibly higher in relation to value) of the agreed cost (this figure will be at the discretion of the agency and may in some cases be as much as 100%). Please note that the agency will be unable to proceed to this stage without receipt of or proof of this payment.
1.6 Unless otherwise stated above or previously agreed in writing, all invoices are due within 14 days of any invoice date. Please note 2.5 in regard to notifying us of mistakes prior to payment.
1.7 Unless otherwise agreed, we will usually start work within ten working days of deposit receipt. Any anticipated completion date we provide is subject to the scope agreed and your co-operation in providing information, resources and approvals. We'll do our best to make sure that timelines are adhered to, but please be aware that circumstances, requested amendments and additional requirements can all result in delays. Timelines provided are estimates only but the we will not be held liable for project over-runs due to delays caused by you changing scope, not giving us information or approval, for any issues with third parties, or force majeure (acts of God).
1.8 If we offer an agency day rate as an alternative to a project rate, we will quote the initial estimated time-frame and will confirm any variations to this quote in person or in writing. Please note point number 1.2 above and how this could have an impact on time scales. Equally changing the brief or adding/changing requirements is likely to have an effect on the quote. You have the responsibility to confirm in writing if there is any objections to the revised quote.
1.9 Prices provided allow for occasional meetings at key stages for a reasonable length of time between us and you. Some meetings may incur additional charges for time spent, although we would always make you aware of this in advance.
1.10 Unless otherwise specified, prices quoted exclude the following where relevant: VAT, print, commissioned illustration, photography or stock images, image retouching, image scanning, copywriting, postage, in-house colour print-outs, travel, web hosting (it is commonly a prerequisite to host with us), couriers, other third-party costs incurred (such as merchant bank and payment gateway charges) etc.
1.11 Retained support contracts are provided on a monthly rolling basis with a two month written break clause to end the contract. Invoices are sent on or after the 28th of each month.
1.12 From time to time, we may need to increase our prices to continue delivering services. Additionally, retained support contracts are automatically increased on the 31st of March each year by the annual UK Retail Price Index or by 5% (whichever is higher)
2 Liabilities and Ownership
2.1 Until payment is received in full, all designs, artwork and rights to design and artwork remain the intellectual property of Seraph Agency Ltd. Full copyright and ownership of all ‘commissioned’ work (whether in digital or printed format) will reside with Seraph Agency Ltd until full payment has been received, at which point we will surrender to you all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing and our right to use the work for self-promotion in our portfolio, in presentations, in advertising, in print and online.
2.2 Unless specifically stated, you will retain 100% ownership of content and web page design only. We, or third parties, maintain ownership of proprietary software, programs and source code, such as databases, e-commerce systems, content management systems (including our own plug-ins and those of third parties), app and web app source code.
2.3 Appropriate credit and acknowledgment for work produced by the agency should be attributed to Seraph Agency Ltd where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for the agency’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with you.
2.4 You agree to indemnify Seraph Agency Ltd and keep us indemnified and hold us harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. We are not liable for any loss that may occur before, during or after the development of projects undertaken. We will not be held responsible for any delays, errors or losses arising from any third party.
2.5 You agree to alert us in writing about any defects or problems in relation to work and services provided, within 14 days of the final invoice date. We will not be liable for any claims made after this period.
3 Confidentiality and Data Protection
3.1 We will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to you. We will act reasonably to protect such information and treat it as strictly confidential.
3.2 We hold and process personal data about you in order to keep our records accurate and share new agency information with Seraph Agency Ltd employees only (which includes, marketing, account management, project management and design team and developers). This information includes clients name, work contact details and personal contact number if applicable. We usually keep this information for 2 years. Records will not be shared through any third party. Information will be stored on the Seraph Agency Ltd CRM only.
3.3 At any time. you may have the right to object to the processing of your personal data where processing is conducted for legitimate business reasons, direct marketing. If you exercise this right, then unless we have compelling reasons not to, we shall cease to process your data wherever data protection laws allow.
4 Conditions of Contract
4.1 If in the serious case that Seraph Agency Ltd cannot complete a contract for reasons outside of its control; such as serious illness/death of team members, an act of God, un-safe working situation or in the event that Seraph Agency Ltd or the client ceases to trade. We reserve the right to either pass the contract onto a reputable 3rd party/supplier of good standing or terminate the contract. This will always be confirmed in writing.
4.2 These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. Seraph Agency Ltd reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.
5 Design Work
5.1 Prices provided allow for presentation of up to two creative options per brief for you to choose from. In the unlikely event that you are not satisfied with the first and second round of presented work, we will develop a further round of creative development and presentation. If after this third round there is still no agreement on direction, we have the right to bring to an end any agreement with you with no refund of deposit or payments made up to that point.
5.2 Prices provided allow for a maximum of three sets of amendments by you after which additional charges may become payable, although we would always make you aware of this in advance.
5.3 At the end of each stage of the process we will need you to sign-off in person or by email. No further development can be undertaken until we are in receipt of written sign-off confirmation. Any amendments to work after this approval may incur additional charges.4.4 It is assumed that unless otherwise stated, most copy and images will be provided by you, although the agency will contribute to this (through headlines, and top-line messages etc) as a natural part of the creative process. The agency is able to provide a full copywriting service or copy advice, as well as illustration and photography at an additional cost if required. Purchased royalty-free stock images from our standard sources (if required) will generally be priced at between £25 and £45 + VAT per image (dependent on source, image size and quality) to cover sourcing time and image costs. Specific image requirements not satisfied by our standard sources will be charged at cost + 15% + VAT, with prior notification to you.
5.4 We will never knowingly infringe any copyright or trademark and will deliver creative solutions that are original and unique to the best of knowledge. Unless otherwise agreed in writing it is your responsibility to ensure that no copyright or trademark has been infringed and to make your own application for copyright or trademark with the ‘UK Intellectual Property Office’ where required.
5.5 If requested we will at our discretion provide you with end-artwork in its final form. However we will not by default and without further charge provide you with 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 reside with Seraph Agency Ltd for non-exclusive future use.
6 Print
6.1 You should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g the agency printer, your printer, the image-setter, the monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by you. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘wet-proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as you accept there may be inconsistencies across work produced, this step may not be necessary. The agency does not accept any responsibility for colour variations as a result of these indeterminate factors.
6.2 We recommend that you use our preferred suppliers for print and is able to provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. We always seek a number of quotations from our trusted print suppliers and provide a complete management service: from print-sourcing to print-liaison to proof checking. Although you are not contract-bound to use the agency to provide this service, it is highly recommended for quality control and peace of mind. If you prefer to use their own print supplier, the agency will simply provide artwork directly to you to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.
6.3 In addition to print suppliers, the agency works closely with sign manufacturers and installers, photographers, illustrators, animators, developers, film makers, interior designers and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.
7 Web Hosting
7.1 We offer web hosting services. These are recommended in order to ensure ongoing quality of service and are a mandatory requirement for some services that we provide (including websites incorporating a content management system (CMS) or e-commerce system). Although the standard of our hosting packages are industry leading we do not guarantee 100% up-time (as no web host would) nor do we accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. We make no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall Seraph Agency Ltd, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers.
8 Location-based work
8.1 With location and event based work, such as photography and video documentation, either an hourly or project fee will be agreed prior to the commencement of the work. If an hourly fee is quoted, you must confirm start time and we will endeavour to always be there on time ready to work. All hours will be rounded up to the nearest complete hour. If for any reason we are not able to commence the work due to a delay or situation rising from you we will still bill from the quoted start time. This is unless you give us at least 24 hours notice of the change of start time in writing.
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