1. General

These terms and conditions shall apply to this project and to all projects involving Vaughan Gordon & Associates Limited to the exclusion of any other terms or conditions.

These terms and conditions (‘Conditions’) along with project description, scope and scale, budget breakdowns, cost estimates, proposals, and/or project timetables form a contract (‘Contract’), and is made between us Vaughan Gordon & Associates Limited (‘VG&A) and between you and your authorised consultants and agents (‘Client’), and pertains to any ideas, products, materials or services (‘Work’) we, or our authorised sub-contractors and agents, produce on your behalf.

No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of Vaughan Gordon & Associates Limited and the Client.

If the Client assigns authority to a third-party to act on their behalf, these Conditions apply.

Our (Vaughan Gordon & Associates Limited) services include marketing consultancy, marketing strategy, brand development, market research, website design, search marketing, PR, graphic design, lead generation, sales training, customer retention and creative idea generation; design services, telemarketing ; procurement of third-party design and related services; and account, project and print management.

Please confirm any critical communication is received by personal delivery or post to ensure receipt. Vaughan Gordon & Associates Limited cannot guarantee that any email sent to us will be received due to the nature of electronic communication.

Vaughan Gordon & Associates Limited will confirm all work to be undertaken upon receipt of the brief. It is the responsibility of the Client to ensure that both the brief and the confirmation are correct. It will not be our responsibility to seek clarification of such instruction, or whether the person providing the instruction has the authority to do so.

2. Confidentiality

Each party shall treat all information relating to the other party’s business, finances, strategy, competitor intelligence, know-how, trade secrets or otherwise of a confidential nature and shall not use it, disclose it or permit it to be disclosed by any other third party other than to those of its employees who need to know in the proper performance of the contract. Such obligation shall not apply to information which the recipient can show was i) in the public domain at the time of the relevant disclosure; ii) was known by Vaughan Gordon & Associates Limited prior to the relevant disclosure; iii) was subsequently disclosed to it by a third party who was entitled to make such disclosure; or iv) is required to be disclosed by any competent authority or court.

3. Client’s duty to provide information

It is acknowledged by both parties that the Client is the expert in its field and on its products. Accordingly the Client is responsible for providing Vaughan Gordon & Associates Limited information needed on such matters and should be able to rely on this information and not be held responsible if it is incomplete or inaccurate.

4. Fees and Costs

Fees and costs encompass any consultative, creative, management, development or administrative time Vaughan Gordon & Associates Limited spends on Client Work; studio materials and costs such as high resolution digital output, bulk photocopying, bindery, presentation, image sourcing and purchase, equipment hire, proof printing; out-of-pocket expenses related to project work or travel; third-party costs (including travel, if required); handling and rush charges, VAT and local taxes, where applicable.

Vaughan Gordon & Associates Limited will waive its fee for the initial consultation with a prospective Client, but will charge on a daily, half daily or hourly basis for any subsequent meetings, unless otherwise agreed with the Client.

Vaughan Gordon & Associates Limited rates are charged on a daily, half daily or hourly basis and will be agreed with the Client before any Client Work takes place. Should any additional Work take place above and beyond that which has been agreed, Vaughan Gordon & Associates Limited reserves the right to charge the Client accordingly, based on the time taken to complete said Work.

Vaughan Gordon & Associates Limited will charge a project management fee as standard for all Client Work.

Third-party costs will be imposed prior to commissioning any Work and Vaughan Gordon & Associates Limited reserves the right to wait until such costs have been paid before commencing any Work with the third-party.

Vaughan Gordon & Associates Limited will provide cost estimates, which will be based on type of resource and the amount of time required for a resource to complete activities and stages of a project by a delivery date; materials to be used; third-party costs and services charges, as applicable; contingency, if allowable; and charges, as required, to expedite the project within a compressed time frame.

All estimates include two rounds of client corrections unless otherwise agreed. Additional client corrections, outside of those agreed, are billable at the prevailing rate at the time the amends were made. Complete re-writes to copy, after submission to us as final copy, and integrated into the Work, will be re-quoted on a case-by-case basis.

Whilst we shall endeavour to adhere to the estimates issued by us, they are merely estimates created in good faith, and do not constitute an offer and are in no way binding on us.

Estimated fees and costs shall be valid for a term of 30 days only. Fees are calculated on hourly or day rates applicable at the date of the Estimate. Vaughan Gordon & Associates Limited calculates all fees and costs in British pounds sterling. All fees and costs are quoted exclusive of VAT.

We reserve the right any time before the completion of the contract, to increase our fees to reflect any increase in cost to us due to any factor beyond our control, including but not limited to, a significant increase in the cost of materials or third-party fees; any variation in exchange rates; or any delay caused by any instructions given by the Client, or failure to give us adequate information or instructions.

5. Service Charge

Materials and/or services purchased on your behalf shall carry an industry standard 20% service charge when re-invoiced to you.

6. Invoicing and Payment

30% of the quoted project fees and costs will be invoiced in advance, and work shall not commence until payment has been received. Remaining estimated fees and costs to be divided equally and billed at the end of each month with a final invoice settling all outstanding fees, costs and expenses.

Any queries pertaining to invoices received shall be made within 7 days of receipt of the invoice in question. Invoices are deemed to be accurate and approved, in the absence of the aforementioned notification and time period.

Invoices are strictly payable within 30 days.

Vaughan Gordon & Associates Limited is entitled to charge interest and to claim compensation on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The current interest rate is calculated as, the official base rate of the Bank of England plus 8%.

The Client will be responsible for any expenses incurred in connection with the recovery of monies owed by the Client.

7. Quality

Any complaint concerning our Work must be notified to us in writing within 7 days of receipt by you; and in the absence of such notice, you shall be conclusively deemed to have accepted such Work.

We shall endeavour to ensure that our Work complies with your instructions. You will check our Work and inform us of any error within 7 days of receipt. In the event of any error being made by us, our liability shall be limited to the replacement or correction of our Work.

(a) Digital work

Content for digital projects is to be provided in final digital format by the client.

We shall endeavour to test websites that we have designed to a reasonable level, and that within reason we have ensured that Internet and interactive sub-contractors have adequate testing procedures covering Mac and PC environments encompassing the most popular Internet browsers operating at the time the website is developed.

Websites that have been transferred to the care of Vaughan Gordon & Associates Limited, and their Internet sub-contractors, for the purposes of design enhancement or content updates, are not subject to browser testing, and it is acknowledged by the Client that these websites are transferred to the care of Vaughan Gordon & Associates Limited, and its sub-contractors, as is, unless otherwise agreed in writing.

(b) Printing

Once you have accepted Work or have been deemed to accept it in accordance with the clauses above then further expenditure in respect of our Work whether on printing or otherwise shall be your liability.

8. Delivery

We shall endeavour to ensure that our Work is provided by the estimated or contractual date. Time may not be of the essence of the contract when we agree delivery dates.

Notwithstanding the clause above, we shall not be liable for any loss or damage arising from delays caused by any incident or matter beyond our reasonable control.

Notwithstanding the two clauses above, we shall not be liable for any indirect or consequential loss or damage suffered by you or as a result of any delay.

It is the Client’s responsibility to ensure that enquiries are handled in a timely fashion to enable Vaughan Gordon & Associates Limited to meet any agreed time scales.

9. Implementation

Vaughan Gordon & Associates Limited is not responsible for the production or implementation of any design, packaging or signage Work produced, unless otherwise agreed. The Client is responsible for implementation, and obtaining the relevant licenses for package distribution, signage or electronically displayed designs. Failure to consult with Vaughan Gordon & Associates prior to implementation of Work may result in unsatisfactory implementation.

10. Termination

You have a right to terminate your contract with us at any point in writing, provided that you have paid for the materials and services actually provided to you, or booked on your behalf, at the point at which the contract is being terminated, and that we are fully reimbursed for cancellation costs associated with booking studio time, scheduling resources and procuring third-parties to meet the needs of the project.

In the event of your bankruptcy, liquidation, winding up or the appointment of a Receiver over all or any of your assets, or should you enter into an arrangement with your creditors such as an IVA; we shall be entitled forthwith to cancel this contract; and all other contracts with you and recover our accrued fees and costs.

If the Client cancels the Contract, or does not proceed to complete outstanding Work, intellectual property rights will not pass to the Client for Work in progress. If there is a portion of Work completed that has been paid for completely by the payments received, if agreed with Vaughan Gordon & Associates Limited, the intellectual property rights for that portion of Work will pass to the Client.

Rejected ideas, presentations, design concepts and approaches remain the property of Vaughan Gordon & Associates Limited.

11. Title

Title to and property in our Work shall not pass until it has been paid for in full and all other sums outstanding from you to us under this contract or otherwise have been paid.

12. Intellectual Property Rights

(a) Graphic Designs (including electronically displayed designs)

The Work includes Vaughan Gordon & Associates Limited copyright in the final design chosen by the Client for implementation (“the Final Graphic Design”) which expression includes the software written by the Company which is exclusively used only for the purpose of displaying the Final Graphic Design itself but not any other software, code or script. The Client agrees not to exploit such copyright outside the market category and territory for which the Work was provided except with Vaughan Gordon & Associates’ written consent.

(b) Reservation of Technical and Artistic Concepts

Vaughan Gordon & Associates Limited will not infringe the final graphic design or final 3-D design chosen by the Client for implementation but reserves the exclusive right to use all other designs software concepts ideas or intellectual property developed during the course of the Work.

(c) Multi Designs

If more than one design is chosen by the Client and this was not provided for in the agreed brief for that Work an additional fee may be payable by the Client.

(d) Software

Vaughan Gordon & Associates Limited (or its subcontractors) will retain all intellectual property rights in relation to the computer software (including code) developed for the Client during the course of the Work (“the Software”).

(e) Sub-contractors Intellectual Property

Vaughan Gordon & Associates Limited will use all reasonable endeavours to secure the relevant intellectual property rights of its sub-contractors. Clients are reminded that illustrators usually retain ownership of the original illustration and may demand its return undamaged although this should not restrict the Client’s use of any illustration within the negotiated usage rights.

(f) Originality

Vaughan Gordon & Associates Limited warrants that its own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary) it is under no obligation to make any enquiry in this respect and it shall have no liability to the Client in respect of any infringement or alleged infringement of intellectual property or passing off.

(g) Further Assurance

Vaughan Gordon & Associates Limited will on demand and at the cost of the Client execute such documents and do such things as are necessary to give effect to this clause.

13. Moral Rights

Vaughan Gordon & Associates Limited asserts its moral rights in work of arising in respect of the performance of the contract.

14. Limitation of Liability

Any indemnity you may have against us in respect of actions, proceedings, liability claims, damages, costs and expenses in relation to or arising out of Work being in breach of any third party’s copyright or other intellectual property rights or any other rights whatsoever shall be limited to the amount of our costs and fees for the project.

Liability of Vaughan Gordon & Associates Limited under the contract or in tort (other than in respect of death or personal injury) shall not exceed the greater of the sum paid by the client under the contract for such sum as shall be receivable by Vaughan Gordon & Associates Limited in respect of any claim under the insurance policy effected by Vaughan Gordon & Associates Limited.

Vaughan Gordon & Associates Limited and their sub-contractors accept no responsibility or liability for inaccuracies for incorrect or liable copy and/or links posted to the Client’s website on their behalf.

Vaughan Gordon & Associates Limited and their sub-contractors accept no responsibility or liability for photography, illustrations or other visual representations, given to us or procured by us on your behalf, which is used outside of the stated licence usage terms.

Vaughan Gordon & Associates Limited and their partners accept no responsibility or liability for unauthorised use of the website, including but not limited to, copying, downloading, or uploading content of any sort.

We cannot accept responsibility for the compliance with Parts I and II of the Consumer Protection Act 1987 of any item manufactured by you on the basis of our Work.

The Client warrants that it either owns or holds the necessary licenses in respect of the materials supplied to Vaughan Gordon & Associates Limited in connection with the provision of the service, and that they will indemnify us against all costs, claims, liabilities, and losses, if this is not the case.

15. Promotion

When the Client’s Work is in the public domain, Vaughan Gordon & Associates Limited shall have rights of reasonable publicity, and if so requested, the Client shall provide Vaughan Gordon & Associates Limited with free sample of the Work of Vaughan Gordon & Associates Limited in use.

We will, as a courtesy, provide our initial press releases to you for review and comment, before submission to the press, and you agree not to unreasonably withhold permission for its use.

(a) Photography

Subject to agreement, you will allow Vaughan Gordon & Associates Limited to use and reproduce photographic material, whether commissioned by you or us, which is relevant and applicable to the project; to publicise such photography together with background copy for the purpose of promoting our business.

(b) Credit of Work

You will allow us to credit our Work, on printed and electronic material, in a manner appropriate and generally accepted for the type of medium on which it will be applied.

16. Jurisdiction

This contract is made in England and shall be construed in all respect in accordance with the laws of England.