Standard Terms and Conditions
These terms and conditions apply to all goods and services supplied to you by Shape and Letter (we or us) with registered office at Choristers House, Chapel Street, Exeter, EX1 1AJ, United Kingdom, registered number 09512368.
References to we or us throughout include our affiliates, agents and sub-contractors where appropriate. You will be deemed to accept these terms and conditions in full unless you notify us before we start work for you and we agree to any variation in writing.
Initial consultation
Our first meeting with you is free of charge and is without obligation. Subsequent time spent on the assignment or under retainer, including attendance at meetings and pre-agreed expenses, forms part of the billable assignment.
Price
We charge for our time at a rate quoted to you at the outset. Where appropriate we will agree a fixed package price and/or a monthly retainer either with a specific deliverable or a set number of hours committed. Once sufficient information has been provided to us we will provide you with a written quotation, which is open for acceptance within 30 days unless stated otherwise. You will be deemed to have accepted our quotation upon written confirmation, or payment by you of the first installment, whichever is the earlier. If the specification changes during the assignment we will discuss any impact with you and if needed we will agree, in writing, a revised quotation with you.
Billing and payments
For most assignments we generally split the settlement of our bill into one, two or three parts. Payment dates or triggering events will be specified in the quotation. If none is specified, payment is due within 15 days of invoice date. We reserve the right not to commence work on any assignment until any pre-payment has been received and/or to delay continuation of any assignment if any installments are not received. We reserve the right (in accordance with the Late Payment of Commercial Debts (Interest) Act 1998) to charge interest on overdue payments at the rate of 10% per annum above the reference rate accruing daily from the due date. For arrangements under retainer we expect payments to be made monthly in advance.
Ownership and intellectual property
We will retain worldwide intellectual property rights on all artifacts produced as part of an assignment. We will, upon payment of outstanding fees, at your request supply you with copies of the source files for all materials generated for you. We will grant you an unlimited license to use these artifacts for any purpose originally contemplated. In some instances we may source items from a third party upon payment of a royalty or license fee. Where we have notified you that use of the artifact is subject to a continuing rights fee, you will be accountable for any payments resulting from further use, and you will indemnify us for any claim made by the rights owner against us for your continuing use. It is your responsibility to ensure that all materials supplied to us for inclusion, including but not limited to all copy, images, testimonials and case studies, may be reproduced legally without infringing copyrights and/or intellectual property rights of any third party. You agree to indemnify us from any and all claims made against us or losses incurred by us for any such infringement.
Notices and communications
Whenever notices, decisions or requests are made by either you or us, they should be confirmed in writing by email. Our preferred medium for all written communication is email.
Sign-off
We will make every effort to help ensure that all materials created are accurate. However we cannot be held responsible for the final copy and will require your written sign-off for all artifacts.
We will use email as the preferred medium for submitting material for your approval and you accept the risks of doing so.
We will assume that any of your directors, employees or agents purporting to have the authority to sign off materials does indeed have your authority to so do, unless you notify us in writing beforehand. In the absence of formal sign-off,or any other communication, seven days after our submission to you, you will be deemed to have suspended the assignment and we will bill you for any outstanding goods and services supplied up until the date of suspension.
Limitation of our liability
We shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information and any indirect or consequential loss.
Our liability to you for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances exceed the price of the services or goods supplied.
Nothing in these terms and conditions excludes or restricts our liability to you for the unlikely event of death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation, or any liability which cannot be excluded by applicable law.
Confidentiality
You agree that you will not disclose to any person any technical or commercial know-how, specifications, inventions, processes or initiatives and pricing arrangements, which are of a confidential nature, revealed to you by us. We in turn make a reciprocal agreement regarding all materials and information provided by you to us confidentially. Where disclosure to an employee or agent is necessary for the successful completion of the assignment in connection with these terms and conditions it may be done so with the added proviso that they in turn comply with this condition.
Conflict of interest
We will not accept new instructions from a prospective client who is to the best of our knowledge and in our opinion your direct competitor until one year has elapsed since our last assignment with you. We reserve the right to work with clients in the same business sector as you; if there appears to be an indirect conflict of interest we will ask for your permission first, which you agree to not withhold unreasonably.
Resignation
We are responsible for providing you with material which we believe best matches your brief. We understand that you may on occasion take a different view, since ideas and creativity are so subjective. If you do, we ask that you notify us immediately so that we may have an opportunity to rectify. If we are unable to meet your needs we will resign from the assignment and make reasonable efforts to find you an alternative solution. In this instance we will only invoice you for time spent on the assignment. We also reserve the right to resign from an assignment, taking immediate effect, if we believe there is an unreconcilable breakdown in communication between us, or if we feel your behaviour is unreasonable.
Sub-contracting and third parties
A third party may supply parts of your assignment. Their identity will only be supplied to you if we are merely introducing them to you. In this instance you will be contracting directly with the third party and responsible to them directly for any payments due. In all other cases, we will be responsible for their performance and for payments due to them and their existence will not necessarily be made known to you.
Website development and other creative work
Working with you, we will create and agree a specification before any development work is commenced. Once work has started any subsequent change to the specification or timings will incur an additional charge. We will re-quote for any changes and you will need to agree to and accept the new charges before work can commence. Release of the final website or other creative work will be subject to receipt of the final payment. We will make every effort to complete the assignment in the agreed timescales but cannot be held liable for delays caused by events beyond our control.
Search engine optimisation (SEO)
SEO is not a precise science and no guarantees can be offered. We will use all reasonable endeavours to optimise the website on-the-page at our absolute discretion. Our website design does not include off-the-page optimisation, such as social media reputation and link profiles. SEO is an ongoing function of any business wishing to achieve a high ranking on search engine results pages, so future work in this area will probably be needed.
Amendments
We reserve the right to make amendments to these terms and conditions, such changes shall be deemed to come into effect within 30 days of us notifying you in writing of the changes.
Governing law
English law governs these terms and conditions, and you and we submit to the exclusive jurisdiction of the courts of England.