Sign off and approval, and/or payment of the deposit will be taken as acceptance of the following terms of business. Please ensure you have read and fully understand what is written below. Please contact us if anything is not clear to you.
- All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation.
- The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be, based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this, although the client would be made aware of this well in advance. Charges are unlikely to deviate from those quoted unless requirements change significantly.
- No creative or development work will commence until we (We are Northwest) have received written approval of the quotation (by hand or by email) and a minimum deposit of 50% of the agreed costs (unless otherwise agreed in writing). This ensures that We are Northwest is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion.
- Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g on delivery of printed items, publishing of website, sending of e-shot etc): failure to make final payment at this point may result in delays in project delivery.
- If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation (whichever occurs first), We are Northwest reserves the right to invoice 25% of any outstanding balance, with the remaining 25% payable on completion.
- Unless otherwise agreed in writing, work will usually commence within ten working days of deposit receipt. Any anticipated completion date provided by We are Northwest is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. We are Northwest will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays and further charges. Time lines provided are estimated but We are Northwest will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure (act of God).
- Costs provided allow for presentation of a minimum of two creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, We are Northwest will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, We are Northwest reserves the right to potentially bring to an end any agreement with the client with no refund of deposit or payments made previously.
- Costs provided allow for a maximum of two sets of client amends after which time additional charges may become payable, although the client would be made aware of this in advance.
- 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 We are Northwest 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.
- Costs provided allow for occasional meetings at key stages for a reasonable length of time between We are Northwest and client. Some meetings may incur additional charges for time spent, although the client would be made aware of this in advance.
- Unless otherwise agreed in writing, projects are subject to a ‘standard disbursement charge’ to cover anticipated costs for in-house colour printing, travel, postage etc.
- Unless otherwise specified, costs 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 and travel exceeding that allocated within the ‘standard disbursement charge’ above; web hosting; couriers; other third-party costs incurred (such as merchant bank and payment gateway charges) etc.
- It is assumed that unless otherwise stated, most copy and images will be provided by the client, although We are Northwest will contribute to this (through headlines, and top-line messages etc) as a natural part of the creative process. We are Northwest 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.
- We are Northwest recommends that clients 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-liaision to proof checking. Although clients are not contract-bound to use We are Northwest to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own print supplier, We are Northwest will simply provide artwork directly to the client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.
- 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 We are Northwest. Full copyright and ownership of all ‘commissioned’ work will reside with We are Northwest until full payment has been received, at which point We are Northwest will surrender to the client, 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 We are Northwest’s right to use the work for self promotion in its portfolio, in presentations, in advertising, in print and online.
- We are Northwest will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to We are Northwest. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.
- If requested, We are Northwest 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 We are Northwest 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 We are Northwest for non-exclusive future use.
- We are Northwest 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.
- The client agrees to indemnify We are Northwest and keep We are Northwest indemnified and hold We are Northwest 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 Northwest is not liable for any loss that may occur before, during or after the development of projects undertaken. We are Northwest will not be held responsible for any delays, errors or losses arising from any third party.
- The client agrees to alert We are Northwest in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. We are Northwest will not be liable for any claims made after this period.
- For all web related projects, unless specifically stated, the client will retain 100% ownership of the web page design only (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).
- Appropriate credit and acknowledgment for work produced by We are Northwest should be attributed to We are Northwest 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 We are Northwest’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the client.
- These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. We are Northwest 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.
- We are Northwest reserves the right to assign the Contract with the Client or to sub contract the whole or any part thereof to any person, firm or Supplier.
Confidentiality and Privacy
- We are Northwest is committed to protecting the privacy of all its’ Clients’ information and data and ensuring that all information passed between We are Northwest and Client shall done so confidentially and securely and both We are Northwest and the Client shall at all times maintain strict terms of confidentiality in connection with any confidential information and trade secrets imparted to or acquired by the other in connection with the Services hereunder unless otherwise agreed in writing.
- We are Northwest shall back up all work and data on a remote hard drive for a period of three (3) months following completion of the relevant assignment after which it will be erased unless otherwise agreed in the Contract.
Dealing with Disputes
- The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who have authority to settle the same but if the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.