Terms and Conditions
OWNERSHIP OF COPYRIGHT/ COPYRIGHT LICENCE
1. The copyright in artwork commissioned by the client shall be retained by Chic with Design
2. The Client or the Client’s customer (where the Client is acting as an intermediary) is granted a licence to reproduce the artwork solely for the purposes set out on the face of this commission. If the acceptance of commission is silent, the Client or the Client’s customer is granted an exclusive licence for one time use in the United Kingdom only.
3. During the currency of the licence, Chic with Design shall notify the client of any proposed exploitation of the artwork for purposes other than self-promotion and the client shall have the right to make reasonable objections if such exploitation is likely to be detrimental to the business of the client or the clients customer.
4. When use of the artwork is restricted Chic with Design will normally grant the client or the clients customer a licence to for use for other purposes subject to payment of a further fee in line with current licensing rates to be mutually agreed between Chic with Design and the client.
5. The Licence hereby granted to use the artwork is contingent upon Chic with Design having received payment in full of all monies due to them and no reproduction or publication rights are granted unless and until all sums due under this agreement have been paid.
6. The Licence herby granted is personal to the client or the clients’ customer (where the client is acting as an intermediary) and the rights may not be assigned or sublicensed to third parties without Chic with Design’s consent.
PAYMENT
7. The Client shall pay all invoices within 30 days of their receipt. Interest at a rate of 2% per month is payable on any balance unpaid after 30 days of the date of the invoice.
CANCELLATION
8. If a commission is cancelled by the client the client shall pay a cancellation fee as follows:
i. 25% of the agreed fee if the commission is cancelled before delivery of roughs
ii. 33% of the agreed fee if the commission is cancelled at the rough stage.
iii. 100% of the agreed fee if the commission is cancelled on the delivery of artwork
iv. Pro rata if the commission is cancelled at an intermediate stage.
9. In the event of cancellation ownership of all rights granted under this agreement shall revert to Chic with Design unless the artwork is based on the clients’ visual or otherwise agreed
DELIVERY
10. Chic with Design shall use their best endeavours to deliver the artwork to the client by the agreed date and shall notify the client of any anticipated delay at the first opportunity in which case the client may (unless the delay is the fault of the client) make time of the essence and the cancel the commission without payment in the event of Chic with Design failing to meet the agreed date.
11. CHIC WITH DESIGN SHALL NOT BE LIABALE FOR ANY CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM LATE DELIVERY OF THE ARTWORK.
12. The Client shall make an immediate objection upon delivery if the artwork is not in accordance with the brief. If such objection is not received by Chic with Design within 21 days of delivery of artwork it shall be conclusively presumed that the artwork is acceptable.
APPROVAL/REJECTION
13. Should the artwork fail to satisfy the client may object the artwork upon payment of a rejection fee as follows:
i. 25% of the agreed fee if the artwork is rejected at the rough stage
ii. 50% of the agreed fee if the artwork is rejected on delivery
14. In the event of rejection ownership of all right granted under this agreement shall revert to Chic with Design unless the artwork is based on the client’s visual or otherwise agreed.
CHANGES
15. If the client changes the brief and requires subsequent changes, additions or variations, Chic with Design may require additional consideration for such work Chic with Design may refuse to carry out changes, additions or variations which substantially change the nature of the commission.
WARRANTIES
16. Except where artwork is based on reference material or visuals supplied by the client or otherwise agreed, Chic with Design warrants that the artwork is original and does not infringe any existing copyright and further warrants that they have not used the artwork elsewhere.
17. The Client warrants that any necessary permissions have been obtained for the agreed use of reference material or visuals supplied by the client or its customer and shall indentiify Chic with Design against any and all claims and expenses including reasonable legal fees arising from Chic with Designs use of any materials provided by the client or its customer.
OWNERSHIP OF ARTWORK
18. Chic with Design shall retain ownership of all artwork (including roughs and other materials) delivered to the client
19. Chic with Designs original artwork shall not be intentionally destroyed, damaged, altered, retouched, modified or changed in any way whatsoever without the written consent of Chic with Design.
20. The Client shall return all artwork to Chic with Design not later than 6 months after delivery in damaged, unaltered and un-retouched condition although the client may take and retain transparencies to enable it to exploit the rights granted with the artwork.
21. If the artwork is lost or damaged at any time whilst in the clients custody (which shall mean any time between delivery of artwork to the client and its safe return to Chic with Design) the Client shall pay compensation to Chic with Design for the loss/damage of the artwork at a rate to be agreed or, in default of agreement, decided by the ethics committee of the Association of illustrators.
22. THE CIENT SHALL NOT BE LIABLE FOR ANY CONESEQUENTIAL LOSS OR DAMAGES ARISING FORM LOSS OR DAMAGE TO THE ARTWORK.
CREDITS/ MORAL RIGHTS
23. The Client shall ensure Chic with Deign is credited in any editorial use of the artwork. Credits for any non-editorial use are not required unless so indicated on the front of the form.
24. Chic with Design herby waives the right to injunctive relief for breaches of the right of integrity and the right of paternity.
SAMPLES
25. Unless otherwise agreed Chic with Design shall be entitled to receive not less than four proofs or printed copies of the work.
NOTICES
26. All notices shall be sent to Chic with Design and to the client at the address stated in this agreement. Each party shall give written notification of any change of address to the other party prior to the date of any such change.
GOVERNING LAW
27. These terms and conditions are governed by the law of England and Wales and may not be varied except by agreement in writing. The parties hereto submit to the non-exclusive jurisdiction of the English Courts.
DOMAIN NAME REGISTRATION AND TRANSFER OUT
28. The registration and use of the Client's domain name is subject to the terms and conditions of use applied by the relevant naming authority. Chic with Design will not be liable to any claim in respect of refusal to register a domain name.
29. Chic with Design normally holds domain name(s) in trust of its Client. If the Client wishes, we will transfer the domain name(s) to the Client at any time without charge, provided full payment for the service has been received by us.
30. We accept no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion, to suspend or cancel the hosting of the website with the disputed domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take any part in any such dispute.
31. Should the Client request transfer out of any domain name from Chic with Design's control, then an administration fee based on the charge levied by our suppliers, plus £15, will be payable. No guarantee, warranty or liability can be given or accepted in respect of timescale or accuracy as this is reliant on third party involvement.
WEB DESIGN & WEB HOSTING
32. The Client acknowledges and accepts that it bears sole responsibility, legal and otherwise, for the content of all material appearing on the Client’s website designed or hosted by Chic with Design, or third parties.
33. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server;
34.You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server;
You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
35. You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so;
You will not post, link to or transmit
(a) any material which is inappropriate or unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way;
(b) any material containing a virus or other hostile computer program;
(c) any material which constitutes, or encourages the commission of a criminal offence, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction;
36. You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information;
37. You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other Customers;
38. You shall procure [?] that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner;
39. In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 18 years;
40. Any access to other networks connected to through Chic with Design must comply with the rules appropriate for those other networks. While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email, or for any other failure of email.
Last Revised June 2010
