Creative State Terms of Business

Definitions

In this agreement the terms have the following meanings:
1. “Client” means any person, company, partnership, organisation or body at whose application, Creative State agrees to provide the services under the terms of the agreement.
2. “Agreement” means the Client contract between Creative State and the Client to which these conditions will apply.
3. “Order” is the request by the Client for services in the agreement
4. “Design” is the item the Client has commissioned Creative State to produce.
5. “Service” is the production of the design for the Client.

Scope

This Agreement shall apply to all items designed for the Client by Creative State. By agreeing to these Terms of Business your statutory rights are not affected.

Payment

1. Unless otherwise agreed an up front payment of 50% of the estimated fee is due upon acceptance of the Agreement by the Client.
2. Our payment terms are 14 days from the date of the invoice. Payment must be made by cheque delivered to our premises of 39 Palmerston Place Edinurgh EH12 5AU unless otherwise agreed. Alternatively a transfer can made to our Bank of Scotland account.
3. Fees will be invoiced after final approval of the Design and must be paid in full before any design or development work is released unless otherwise agreed.
4. Any payment returned by the bank will incur a £15 administration charge. This will be invoiced and will be added to the total outstanding debt owed by the Client.
5. Late payments will be charged interest at our rate of 4% above base rate.
6. Whilst any payment due under the agreement remains outstanding, Creative State shall be entitled at its sole and absolute discretion to withhold provision of Designs it would otherwise be obliged to submit under the Agreement.
7. Content or features listed in the original quote but not provided during the design or development phase by the Client will be added at any time in the future, however invoices must be paid in full including sections, which the Client still has to provide content for.
8. The acceptance of a commission quote either verbally or in writing shall be deemed as a contractual agreement between the Client and Creative State.
9. VAT at 17.5% is not currently charged on our services.

Liability

Creative State hereby excludes itself and its sub-contractors from all and any liability for loss or damage caused by any inaccuracy; omission; delay or error, whether the result of negligence or other cause in the production of a Design; all and any liability for loss or damage to Client’s artwork or photos, supplied for the design.

Copyright

Any Design produced by Creative State carries a Copyright, and cannot be reproduced without written consent. The placing of an order by the Client or other person on behalf of the Client constitutes a guarantee that all necessary authority and permissions have been obtained in respect of the artwork, design and photographs, for use in the advertisement. The Client must indemnify Creative State in respect of all actions, proceedings, costs, demands and claims arising from any such breach.

All material, both text and images supplied by the Client and used in the construction of the Client’s design, will remain the Client’s property. All such material will be assumed to be the property of the Client and free to use without fear of breach of Copyright laws.

The Copyright for all material provided by Creative State, such as the Design, source code, graphics, photographs, video, animation and copy, will remain the property of Creative State until such time as payment has been made in full whereupon they will become the property of the Client.

The Client will not hold Creative State responsible for any infringement of Copyright relating to copy contained within a Design. It is the responsibility of the client to ensure that no Copyright infringement will occur in the use of their company name. Refunds will not be made in cases of such Copyright infringement.

It is the customers responsibility to check ensure that any Design is lawful, does not infringe any Copyright or any other laws. It is also the Client’s responsibility to carry out any market research as to the viability and profitability of any project before accepting any quote.

We reserve the right to refuse to produce a Design that we may judge as unfit due to content or otherwise. This includes, but is not limited by, material containing pornography, material that promotes hatred towards persons belonging to any ethnic group, religion or sexual orientation and material that infringes Copyright or is contrary to UK laws.

We always do our best to ensure that our Designs are original and do not infringe upon any existing trade marked Design. Should this unlikely event occur then the limit of our liability is the price of the design that infringes Copyright, i.e. the Client will be offered a full refund for that item.

Creative State reserves the right to reproduce any of its Designs for promotional purposes.

Delivery

On completion of a Design, it will be uploaded to the client area of the Creative State Server or sent in PDF format for approval under the terms of the guarantee. Upon written or verbal approval by the Client, the website will be uploaded to the Client’s server or in the case of printed material, sent to the relevant print house. Where there is third party involvement, Creative State reserves the right to delay the printing of items and uploading of websites until full payment has been received.

Termination or Cancellation of Agreement

Cancellations must be made before the project officially commences and any solid Design work is produced.

Should a client wish to enter out of a contract once the initial deposit has been received this fee will not be refunded to them.

Cancellations made at any stage may be subject to a charge if expenses have been incurred in respect of additional expenses from third parties including but not limited to: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection; printing costs. Where possible third party products will not be purchased until the Design has been approved.

Should Creative State wish to enter our of the contract a full refund will be made to the client however, all expenses incurred in respect of third parties will be invoiced.

Acceptance of Terms of Business

The placing of an order either verbally or in writing will confirm acceptance of the aforementioned conditions. Conditions stipulated on this Agreement shall be regarded as void if they are in conflict with our Terms of Business.

Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

Project Acceptance

At project acceptance Creative State can provide an estimated completion date, however we cannot guarantee this date as a final completion date.

Design Process

The Design process is made up of four stages: A briefing session where the Client and Creative State will discuss the project in detail, outlining all requirements and discussing costs in order to complete the Design brief; presentation of initial designs where Creative State will enlarge on the design brief to give the Client an accurate idea of how the finished Design will look, with further presentations of Design work
to follow; a proofing stage where Designs will be signed-off for productions; a final proofing stage for items due to go to a third party.

Clients may request any number of revisions providing they give clear and concise feedback and that the process converges. This process is not fixed and can be altered to suit the client.

Creative State reserves the right to alter our prices at any time without prior notice. If a quote at an original price has been made it will be valid for 28 days from the date of the invoice and subsequently during the life of the current commission, however additional work may be charged for using a new pricing structure.

Design Approval
The Design process will terminate when the Client gives final approval of Design. This will normally be done verbally or using a final sign-off sheet for print or web. Sign-off may be required throughout the design process if there are multiple stages of development.

All liabilities for errors, changes, or alterations become the responsibility of the Client once a Design has been approved.

The client is ultimately responsible for checking the correctness of the Design before they give Creative State approval to make the Design publicly available.

When a Client agrees that a Design can be made publicly available they are agreeing that the Design and development of the Design has satisfied all their requirements.

Creative State produces Web sites where every effort is made to display the pages on a website acceptably on the most popular browsers currently available, however we cannot accept responsibility for pages, which don’t display properly on versions of browsers released after the project is completed.

On completion of the Design process the ownership and Copyright of the final Design lie with the Client.

After Care Service

Support and updates to Designs are available to the Client at my hourly rate of £45 per hour. Following this time scale the Client is responsible for their Design.

Post-Approval Alterations

Post-approval revisions can be made and are charged for at a rate of £45 per hour (minimum 1 hour). The client will be sent an invoice when the work is completed.

Alterations to Terms of Business

Creative State will reserve the right to alter these Terms of Business at any time.

Law

These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of Scotland.