Terms of business
These Terms and Conditions set out the terms under which we, Origin Design & Marketing Limited (Origin), registered in England and Wales with company number 3422749 and Registered office 57 London Road High Wycombe Buckinghamshire HP11 1BS provide design, marketing and related services to our clients. All design, marketing and related services provided by us shall, unless otherwise agreed by us in writing, be subject to these Terms. By requesting us to provide any services to you, you hereby agree to be bound by these Terms.
Adequacy of instructions
We accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to us for payment of our account. We provide services on the basis that those instructing us give us all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us accordingly.
Copyright and publication
We accept material for printing and/or publication on the basis that those submitting the material are responsible for ensuring it is free from defamatory matter and does not infringe copyright or any other third party rights, and that those instructing us indemnify us accordingly. All copyright and other intellectual property rights in connection with our work on clients’ projects belong to us alone. Once a project is complete and our invoices for it have been paid in full, you have the right, known as a license, to use our design work, for the purpose intended. If you supply us with any work to incorporate into a design or in connection with the project, it is your responsibility to make sure that:
- you already own the copyright and all other rights in the work or
- you have the necessary license or other legal permission to use and reproduce it and
- our use of it will not infringe any third party rights
You must not alter or modify any of our designs or other work without our agreement. If you have our agreement, the changes must be made by us or under our supervision, at our usual hourly rates. If you call a halt to a project before it is finished, you have no copyright license or similar rights in the work we have done so far. Nor can you make use of our work or exploit it in any way. Both you and we agree to do everything reasonably possible to protect each other’s confidentiality.
If you let us have any items or material, you do so at your own risk. We are not responsible if they are subsequently lost or damaged. You understand and accept full responsibility that in our work for you we may use, with their permission items the copyright of which rest with third parties and accept full responsibility for any misuse. If you do not comply with these obligations, you accept that you will compensate us for any claims, damages, legal action or expenses we face as a result.
Third party reliance
Our services are provided solely for the use of our client and that client's own client on whose behalf the work has been commissioned and shall not be used or relied upon by any other third party.
Delivery of products and services
Products/services are delivered using the most appropriate means. Deliveries are charged for depending on the service and urgency required. Services are provided using reasonable skill and care. The description and price of the standard delivery applicable will be provided in the quotation provided and any subsequent changes to that will be reflected on the final invoice.
Quotations and costs
Our quotes are valid for 21 days. Clients will be expected to make a payment on account at the outset of the project equivalent to between 30-50% of the cost prior to commencement, 25% at a stage considered to be the equivalent of two thirds of the duration of the project and the balance on completion. The quote will be an estimate based on how long we expect the project to take, in terms of hours or days and its commercial value. It will also include the expected cost of bought-in and/or subcontracted goods and services.All prices quoted are exclusive of VAT at the standard rate.
Unless we have agreed a fixed fee in advance, our work will be charged out on an hourly/daily basis for design and art direction, artwork production and project management as required. Author’s corrections are included up to one set of amends to the final layout. Any additional author’s corrections will be charged by the hour. We will charge you for any materials and services we buy in from outside suppliers in connection with your project at cost price plus a handling fee appropriate to the project and scope of work.
We will provide you with an estimated timescale for progress and completion of work and will use reasonable endeavors to meet those timescales (as long as you perform your obligations promptly). Any quoted dates or times are our best estimates only and we cannot guarantee that they will be met. The final cost of a project may sometimes vary from the original quote supplied for a variety of reasons including:
- Changes made by the client to the project that we deem to be significantly different from the original brief.
- The client delaying, defaulting, or otherwise significantly disrupting the project and its agreed timescales.
- Circumstances occurring that are not reasonably within our control.
We will advise you in writing if this occurs before charging further costs.
For new clients, and where credit has not been agreed, we may require payment in advance (as noted in above section) before providing any goods or services. Where we have agreed credit terms for you our invoices are due for payment 28 days from their date of issue. We reserve the right to charge for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 from the due date.
Non-completion of services
Where you instruct us to undertake any service, you will be responsible for our costs in providing that service whether or not it proceeds to its conclusion. In addition, we have the right, by writing to you, to cancel any commitments we have made:
- if you break any of your obligations under this agreement.
- if you substantially change or call a halt to a project while it is still in progress.
- if you do break your obligations or if we cancel our commitments, you will immediately be responsible for paying any fees and expenses resulting from us carrying out your instructions up to the date of cancellation.
If you cancel a project, or place it on hold indefinitely, at any stage, we may invoice you in full:
- for all the work we have done up to that point, at our usual hourly rate.
- for any costs we face for outside supplies already ordered for the project.
Where we entre in to a competitive tender the following terms apply.
All presentation materials must be returned to Origin in the same condition as when presented. Should the terms of the pitch be breached in any way Origin reserves the right to charge commercial fees for the work undertaken. There are no more than three companies being considered for the project. All companies have an equal chance of the business being awarded to them with the same information disclosed to them. Any information/ideas shared with the client during the tender process may not be shared with the other parties involved. The main selection criteria for the tender are fully divulged. In the event that the submission from Origin Design & marketing is not selected we reserve the right to charge a commercial fee for our work. This payment in no way does this allows the client to use any of the ideas submitted in part or full. An approximate budget is provided for the work and what it includes.
Use of third party contractors
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 that you instruct us to carry out for you. We shall pay the charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will take all reasonable care in selecting and instructing a Third Party Contractor, however there may be instances where circumstances beyond our control may affect the delivery of our services to you. We will of course, keep you fully informed and do whatever we can to ensure any situation is resolved to your satisfaction. However, we have no control over the activities of a Third Party Contractor and, therefore, accept no responsibility for the services provided to you by that Third Party Contractor or for any errors or omissions in its work or products.
We accept no liability for loss or damage (direct, indirect or consequential) including all loss of profit or business arising out of any single claim, event, or series of related claims or events (including claims based on negligence).
We will use personal information which we hold about you to provide our services and products to you, for credit control and market research purposes and to inform you about our services and products or events which we believe may be of interest to you. We may only share your information with staff, clients, or other specialist networks with the sole purpose of completing your order or transaction. We will take all reasonable steps to ensure the privacy of your information. Except as required or allowed by law or other regulation, we will not pass, disclose, rent or sell your personal information (other than any personal information which is already publicly available) to any third party without your prior consent.
We try to ensure that any websites we produce will function correctly on the server they are initially installed on and that they will function correctly when viewed with the latest and most popular browser configurations. Due to the large number of possible operating system and browser combinations we cannot guarantee our websites will function correctly on every system configuration.
Changes to terms and conditions
We reserve the right to make changes to these terms and conditions from time to time.
Contracts between us will be concluded in the English language and our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.