1. DEFINITIONS – IN THESE TERMS:

1.1 – ‘VG’ means Jamieson Helsby trading as Victor Graphics.

1.2 – ‘Excess Work’ means all work required by you not included in the Submission, outside the scope of works or work completed (as approved by you in writing) which must be further amended.

1.3 – “Submission” means the cover letter, overview, project timeframe, quotation and acceptance form accompanying these terms of business.

1.4 – “Project” means the totality of all the work outlined in the Submission, or such part as is accepted by you.

1.5 – “Materials” means all items or things created, provided or obtained by VG to complete the project, including any drawings, sketches, artwork, photographs, computer disks, digital files or otherwise.

2. AGREEMENT

2.1 – Upon you appointing VG to do the Project, an agreement will come into existence comprising these terms and VGs Submission, as varied with VG’s written approval.

2.2 – Subject to the specific details of VG’s relevant Submission, these terms cover all ongoing and future work undertaken by VG for you unless varied with VG’s written consent.

2.3 – VG’s Terms & Conditions are paramount and supersede any other Terms & Conditions.

3. PROPOSALS AND/OR PITCHES

Where Materials are submitted to you for any reason where terms of business have not been agreed to, their provision is made on the basis that VG retains copyright and all other intellectual property rights in the Materials and that the recipient of the Materials will keep them confidential and will return them complete and uncopied if the Submission (pitch or project proposal) is unsuccessful.

4. INSTRUCTIONS

You will use your best endeavours to ensure that all instructions are in writing and, in particular, you will sign off on all work produced. VG will not be liable for any errors or omissions resulting from oral instructions or from a failure on your part to sign off on any work.

5. DEPOSIT, FEES AND EXPENSES

5.1 – Before the commencement of work, you agree to pay a deposit of 50% of the quotation provided in the Submission.

5.2 – Unless agreed in writing by VG, all remaining fees and expenses are payable immediately on delivery of the final work.

5.3 – If staged payments are agreed to, VG reserves the right to cease work until all outstanding amounts are paid.

5.4 – If you request Excess Work, VG reserves the right to charge you additional fees.

5.5 – Unless otherwise stated, VAT will be charged in addition to the quoted fees and on all expenses where it applies.

5.6 – If VG contracts the services of outside parties as part of the scope of work, their fees will form part of VG’s account (unless agreement is reached that they be billed direct to you) and will include an additional fee for supervision, outlined in the Submission.

5.7 – If any payments under this clause remain unpaid for more than 14 days, VG in its absolute discretion reserves the right to charge interest at the rate of 10% per annum, calculated daily, until payment is made.

6. TIMELINES AND CANCELLATION

6.1 – While every effort will be made by VG to meet agreed timelines, VG will not be responsible for delays caused by unforeseen events or circumstances beyond VG’s control.

6.2 – If you cancel the project for any reason (which cancellation must be in writing), you must pay all fees and expenses incurred by VG to the date of such cancellation, plus 50% of VG’s profit cost for the project.

6.3 – If VG does complete all work required for the Project but awaits content or details from you and VG has requested these details and you have not answered its request within 14 days, VG can invoice you for 90% of the total invoice value of the Project.

7. COPYRIGHT AND INTELLECTUAL PROPERTY

7.1 – The ownership of copyright in all Materials produced by VG which are not ultimately used in the project remains with VG.

7.2 – VG will maintain the confidentiality of any information supplied by you, but only if you advise in writing that such information is confidential.

7.3 – No copyright or any other intellectual property rights in the Materials will be licensed to you until VG has been paid in full all fees and expenses due.

7.4 – Once all VG’s fees and expenses have been paid, VG will licence to you copyright in the Material, limited to the purpose and media described in the Submission. VG’s fees are based upon this limited licence of copyright. If you require a more-encompassing licence or assignment, this must be the subject of further negotiations between you and VG. An assignment of copyright will only be granted if VG provides this is writing.

7.5 – In all other respects VG retains copyright and all other intellectual property and moral rights (including the right of adaptation) in the Materials. In particular, VG may use the project or any of the Materials for any self-promotional or competitive purpose.

8. WARRANTIES AND INDEMNITIES

8.1 – You will obtain all necessary consents and approvals to ensure that the Materials may be lawfully used by you. VG will not be responsible for any misrepresentation made by independent contractors or third parties involved in the Project.

8.2 – You will indemnify VG against all claims arising from VG’s use of any information or documents supplied by you or for any act or thing done by VG on your instructions or with your approval.

8.3 – VG makes no warranty regarding the suitability or otherwise of any of the Material for your purposes and it is your responsibility to ensure that the Materials comply with the requirements of any legislation regarding marketing, labelling, packaging or otherwise.

8.4 – Unless included in the Submission or Project, VG is not responsible for print management or other procedures applying the work or Project created by VG.

9. RETENTION OF FILES

If clients files are required to be kept by VG after work is completed, VG reserves the right to charge an appropriate fee for that service.

10. GOVERNING LAW

You and VG agree that this agreement is governed by, and will be interpreted in accordance with, the laws of the United Kingdom.