Agency Terms and Conditions
Acceptance of quotation 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.
1.1 Any additional terms or conditions sought to be imposed by either party shall not be incorporated into this Contract and shall have no effect unless agreed to in writing by the other party.
1.2 We may, as your agent, directly or through an intermediary ask another contractor (“Third Party Contractor”) to carry out some or all of any work which you instruct us to carry out for you. We shall pay the reasonable charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will ensure that the Third Party Contractor fees which are recharged to you are in line with the fees we will have quoted to you, had we done the work ourselves. We will take all reasonable care in selecting and instructing a Third Party Contractor.
- Prices and Quotations
2.1 The price for the supply of goods and services are set out in our quote to you, or as agreed. Invoiced amounts shall be due and payable once the goods have been delivered.
2.2 Quotes are based on the information available and are valid for 60 days. They may be subject to increase at our discretion if for valid reason. We will warn you wherever possible where this may occur.
2.3 The price of the goods and services are exclusive of Value Added Tax which shall be charged at the rate prevailing at the relevant tax point.
2.4 Print estimates are subject to sight of final artwork. It is the clients responsibility to check the final PDF proofs supplied by Hive Manchester Ltd. Hive Manchester Ltd are not responsible for any errors on signed off artwork. On projects where artwork specifications are not supplied and Hive do not manage the print Hive are not responsible for any printing errors that may occur. Always ask the printer for a proof.
2.5 Please refer to your written quotation for details of the individual project specifications.
- Approvals and Authority
3.1 We require client approval at all stages and will be asking for specific approval by way of email confirmation or signature to ensure that you are happy with the following:
(a) Copy, design concepts, layout artwork, proofs for printing and website pages;
(b) Project schedules; and
(c) Quote for the services covered by our contract.
We ask that our clients nominate a person as contact and that, that person be the only one authorised to approve all stages.
3.2 At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the client would be made aware of this in advance.
3.3 Client approval will be final and by giving it you will be deemed to have accepted that part of the work. This will be our authority to purchase production materials and prepare proofs to make production contracts, to reserve and make contracts for space with media or suppliers under their terms and conditions.
- Changes to project specification
4.1 Changes to the original project specification may result in additional charges. The client will be made aware of any additions in advance, and a quote will be provided for approval. Additional charges may be required for changes to the original project specifications or additional work, such as additional creative concepts or design development, highly finished mock-ups, additional amends and proofs, clients corrections or changes after final sign-off, illustration, digital or colour correction, copywriting and photography, extra web pages or features not in the original project specification. The client will be made aware of any additions in advance, and a quote will be provided for approval.
4.2 Quotations provided allow for occasional meetings at key stages for a reasonable length of time between the agency and client. Some meetings may incur additional charges for time spent, although the client would be made aware of this in advance.
As soon as we have delivered the goods or services, you will be responsible for them and we will not be liable for their loss or destruction. Therefore, you would need to take necessary steps to insure the items. If you delay a delivery, our responsibility for everything other than damage due to our negligence will end on the date we agreed to deliver them.
- Ownership of the Goods
6.1 Design – Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of Hive Manchester Ltd. Full copyright and ownership of all ‘commissioned’ design work will reside with Hive Manchester Ltd until full payment has been received, at which point the agency will surrender to the client, all claims of ownership and full copyright for final design 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 the agency’s right to use the work for self promotion in its portfolio, in presentations, in advertising, in print and online.
6.2 Stock Imagery – Stock imagery licenses are purchased as required and allow you use of the images in the individual project. These image license are non-transferable.
6.3 Printed Goods – You will only own the goods once they have been successfully delivered and when we have received cleared payment in full. Goods supplied are not for resale.
6.4 Final Artwork – If requested, the agency will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc). However the agency does not by default (and possibly without further charge) provide clients 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 will reside with Hive Manchester Ltd for non-exclusive future use.
6.5 Digital – All website content (text and images) is owned by the Client. For all web related projects, unless specifically stated, the client will retain 100% ownership of the web page design only when payment is received in full (ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations). The Hive CMS is the Intellectual Property of Hive Manchester Ltd (see point 7 below).
- Intellectual Property
The Hive Content Management System (CMS) is the intellectual property of Hive Manchester Ltd. Any website built with the Hive CMS is non transferable. Hosting must be supplied by Hive Manchester. If at any time the website’s hosting is required to be transferred to another hosting company a small fee would be required for Hive to export all data, images, and site content for use on a new website. At no time will the CMS system be allowed to be hosted by another company other than Hive Manchester Ltd.
We will deliver the goods to the address you specify for delivery in your order. It is important that this address is accurate. Please be precise about where you would like the goods left if you are out when we deliver. We cannot accept any liability for any loss or damage to the goods once they have been delivered in accordance with your delivery instructions (unless this is caused by our negligence). We will aim to deliver the goods by the date quoted for delivery but delivery times are not guaranteed. If delivery is delayed due to any cause beyond our reasonable control, the delivery date will be extended by a reasonable period and we will contact you to arrange an alternative time.
9.1 We will deliver the work items within a reasonable time as agreed.
9.2 Although the standard of our hosting packages are high, the agency is unable to guarantee 100% up-time (as no web host would) nor 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. The agency makes 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 the agency, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers. In addition at times our website host supplier may be subject to downtime caused by routine or emergency maintenance. We will not be liable to the customer or any third party for any losses whatsoever caused by such downtime.
9.3 If in our opinion it is not reasonably practicable for any reason to carry out any of the work we are instructed to carry out, we shall be entitled to refrain from carrying out or completing such work and will consult with you as to what if any work is to be undertaken. We will, if requested by you, provide a written explanation as to why any work is not considered to be reasonably practicable.
9.4 If the cost to us of carrying out the work is subsequently increased by reason of increases in the cost materials and/or labour and/or any other factor outside our control, then we shall notify you before undertaking any work to which the increase will apply. If you require us to discontinue the work, you shall only be required to pay us for the work already carried out.
9.5 The client agrees to indemnify Hive Manchester Ltd and keep the agency indemnified and hold the agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The agency will not be held responsible for any delays, errors or losses arising from any third party.
10.1 Unless the Agreement provides otherwise, the price for the goods and/or services shall be payable no later than 30 days from the date of the relevant invoice.
10.2 Projects are usually invoiced at completion with payment due 30 days from date of invoice. If a quotation has been provided where a job will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before the agency is able to progress to the next stage. For larger projects 50% payment may be required on commissioning, the final 50% balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of the agency. New customers may be asked to pay for their first project up-front.
10.3 We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Failure to pay within the period specified shall entitle us to write to you upon the expiration of seven days notice, to charge you for costs and expenses incurred in recovering late payments. We will charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and supplemented by the Late Payment of Commercial Debts Regulations 2002 as at the due date. This is calculated using the link http://www.payontime.co.uk. We shall be entitled to charge interest and a £20 surcharge on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2% per annum above the base rate of the Bank of England.
- Right to Cancel
11.1 We will permit you to cancel this Agreement by sending written notice no later than 7 days after the date on which the work has been instructed. If you request cancellation at a later date, then unless we are in breach of contract, we have the right to refuse or retain all or part of your deposit as a contribution towards any losses or costs we suffer as a result of the cancellation.
11.2 You may request us to change, reject, cancel or stop any and all plans, schedules or Work in progress at any point and we shall take all possible steps to comply provided that we can do so.
11.3 If work has been undertaken on a project in good faith and upon your instruction (or non-refundable items purchased) in the event of any cancellation or amendment it will be necessary for you to reimburse us for any charges or expenses to which we are committed and also to pay our fees covering these items and costs for work completed to date.
11.4 You will be re-credited for the costs incurred in returning faulty or unsatisfactory goods minus any costs incurred in good faith and upon your instruction.
11.5 We reserve the right to cancel the Agreement between us if:
11.5.1 we have insufficient stock to deliver the goods you have ordered;
11.5.2 we do not deliver to your area; or
11.5.3 one or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.
If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
13.1. Except for death or personal injury caused by our negligent acts or omissions we shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement.
13.2. You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach or default in the discharge of your obligations.
10.3. Where we need to carry out work on your premises and/or install, we will not accept liability for the cost of repairing or replacing parts of your premises unless we have been negligent in not realising that such damage may occur or in the way we did the work.
13.4. In the event of our losing or damaging your goods, we will pay for the reasonable costs of the repair or replacement (less wear or tear) of the item or provide you with a full refund if we have been negligent.
13.5. Nothing in this Agreement shall exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence or that of its employees, agents or sub-contractors.13
13.6. In lieu of any warranty, we agree that if any work is defective we shall, at our sole discretion, either rectify or refund as we feel is appropriate. Under no circumstances whatsoever shall we be under any further liability of any kind.
- Governing Law and Jurisdiction
Parties to this Agreement agree to submit to the exclusive jurisdiction of the courts of England.
- Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
- Third Party Rights
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
- Customer Services
17.1. To protect your own interests please read the conditions carefully before agreeing to do business. If you are uncertain as to your rights under them or you want any explanation about them please write or telephone us at the main registered office address and telephone number provided.
17.2. If you are unhappy with any aspect of our service, please contact us. Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.
- Changes to Terms and Conditions of Business
We reserve the right to make minor changes to this Agreement from time to time. These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. Hive Manchester 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.
- Data Protection
19.1 You consent to the computer storage and processing of your personal data by us in connection with this Agreement and to the transmission of this data across the company of our legitimate interests including statistical analysis, marketing of our services and credit control. If you breach this Agreement, your personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.
19.2 The agency 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 the client. We will act reasonably to protect such information and treat it as strictly confidential.