All information relating to the operation of the Client business acquired by us in the course of the commission will be treated in confidence. The Client shall inform us in writing if any material or information provided by the Client, or if any portion of the project is confidential.
2.1. Completed work must be paid for in full. Should the client, prior to completion, terminate the project then fees will be due only for work done, and expenses incurred, up to that date.
2.2. Title to any goods and services provided to the Client remain with Shift SDD Ltd until full payment has been made.
3.1. The description and quantity of the Goods and Services to be sold shall be as set out in the Estimate provided by Shift SDD Ltd to the Client.
3.2. Acceptance of Estimates shall be accompanied by the Clients official Purchase Order and a 50% commitment to project fee. The final 50% payment is required on completion of the project.
4.1. Deadlines are agreed on the strict understanding that they are subject to the prompt and accurate supply of relevant information by the Client and that adequate extensions will be automatically granted if changes are made to work in progress.
4.2. If Shift SDD Ltd deems it necessary to work unsociable hours in order to meet an unusual deadline or as a consequence of the Client not meeting scheduled delivery times for information, materials, or approvals the client will be subject to a 30% rush charge on top of standard rates.
5.1. Client corrections, additions and amendments made outside the initial brief will be charged on an hourly basis plus expenses incurred.
5.2. All final artwork before the production. The signature of the Client representative shall be conclusive as to the approval of all artwork prior to release for printing, fabrication, or installation.
6.1. Printing proofs of any design work carried out in respect of the commission (whether cromalins, machine proofs or in any other form) shall be submitted to Shift SDD Ltd for approval prior to printing. If proofs are not provided, Shift SDD Ltd shall not be held responsible for colour discrepancy.
6.2. Every effort will be made to complete the project on time and to the required standard. However, where this involves a third party, Shift SDD Ltd cannot be held responsible for any loss, damage or delay.
7.1. The Client agrees to settle accounts within the specified timescale as indicated on the invoice, unless otherwise agreed in writing.
7.2. Queries regarding any invoice submitted to the Client shall be raised by the Client in writing, within 10 days from receipt of invoice.
7.3. The Client shall bear all legal costs incurred by Shift SDD Ltd in recovery of any outstanding debt owed by the Client to the Designer.
7.4. In accordance with the Late Payment of Commercial Debts (interest) Act 1998, we reserve the right to charge interest at 8% above base rate calculated on a per day basis if an invoice is unpaid after the specified timescale as indicated on the invoice.
The Client agrees to supply to the Designer not less than twelve specimen copies (where possible) of any printed work carried out in connection with the commission, and to supply further copies of such products subject to availability. Such specimens should be received in mint condition.
9.1. In accordance with the United Kingdom Copyright, Designs and Patents Act 1988, the copyright and first ownership rights in graphic art are vested in Shift SDD Ltd. On payment of all fees and costs due in respect of creating the artwork, Shift SDD Ltd grants to the Client the exclusive license to use the artwork in the specified territory in connection with this project, in the form supplied by Shift SDD Ltd. No adaptation or other rights are granted by virtue of this agreement. Merchandising rights are excluded from this agreement. All rights not expressly granted herein are reserved by Shift SDD Ltd.
9.2. The copyright of artwork can be bought by the Client to override clause 9.1 and would involve a separate written agreement.
9.3. Where the work is used for purposes other than that of the specific commission, the Designer shall be entitled to charge the Client for such usage at the prevailing company rates.
9.4. The Client warrants that any input material and its use by the Client for the purpose of providing the service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the partnership against any loss, damages, costs, expenses or other claims arising from any such infringement.
Shift SDD Ltd retains ownership of all original artwork (whether preliminary or final) and the Client shall ensure that such artwork is returned to the designer immediately after use. No alteration may be made to the artwork, except by Shift SDD Ltd, or with written consent by Shift SDD Ltd.
11.1. Shift SDD Ltd shall have the right to credit themselves or any or all employees of the Partnership as individuals, on any parts of commissioned work. The wording shall follow reasonable standard practice.
11.2. Shift SDD Ltd shall have the right to have their credit removed from the commissioned work, or any part thereof, if, in the opinion of Shift SDD Ltd, such inclusion is detrimental to the good of the Partnership.
Notwithstanding any rights herein granted, Shift SDD Ltd reserves the right to reproduce any of its designs and/or artwork in publications, books and periodicals and collections of Designer work whilst under Shift SDD Ltd employ be it full-time, part-time or of a freelance/commissioned basis for the purposes of self promotion and marketing of its goods and services.
Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
14.1. Shift SDD Ltd shall deliver the Goods and Services to the Client at the address of the Client as shown on the Quotation on a mutually agreed date. Time shall not always be of the essence for delivery.
14.2. The Client shall be deemed to have accepted the Goods and Services if they have not been rejected on or before the seventh day after delivery. The Client shall not be entitled to reject the Goods and Services in whole or in part after such date.
14.3. The Goods and Services (where applicable) shall be at the risk of the Client following delivery.
14.4. Notwithstanding delivery title in the Goods and Services (where applicable) shall not pass to the Client until the Client has made payment of all sums owing to Shift SDD Ltd.
14.5. Until such time as title in the Goods and Services passes to the Client, Shift SDD Ltd shall have the right to repossess or otherwise recover the Goods and/or suspend Services (where applicable).
15.1. Save in respect of personal injury or death due to the negligence of Shift SDD Ltd, Shift SDD Ltd shall not be liable to the Client in respect of any loss suffered by the Client due to any defect in the Goods and Services. 15.2. Without prejudice to Condition 15.1 Shift SDD Ltd shall not be liable to the Client or any third party for any loss of profit, consequential or other economic loss suffered by the Client arising in any way from this Agreement. 15.3. Save in respect of personal injury or death due to the negligence of Shift SDD Ltd the liability of Shift SDD Ltd under these Conditions shall not exceed the Price.
Shift SDD Ltd shall not be liable for any default due to any circumstance beyond the reasonable control of Shift SDD Ltd including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply or failure to deliver of the suppliers.
17.1. These Conditions (together with the Terms, if any, set out in any supplementary and mutually agreed written Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
17.2. A notice required or permitted to be given by either party to the other under these terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
17.3. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
17.4. If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
17.5. Any dispute arising under or in connection with these terms, or the provision of the Specified Service, shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society of England and Wales.
17.6. English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
17.7. rights of a consumer.
Photography, film and processing, illustration, scanning (hi and lo-res), typesetting, copy writing and editing, repro, presentation and artwork materials, postage & packaging and delivery are all charged as additional expenses, prices are available on request. All prices are subject to VAT.
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