Terms and conditions
WHAT associates Ltd work well with our clients because our relationships are based on honesty and trust, but all work needs guidance in the form of terms and conditions. It’s important to us that you know what we charge for and why we charge it, why certain copyright files are not released by us and also what charges you might incur for late payment, additional work or copyright releases.
All design/website/advertising/photography work is carried out by WHAT associates Ltd on the understanding that the client has agreed to abide by WHAT associates Ltd’s terms and conditions.
The following terms and conditions apply to all creative services provided by WHAT associates Ltd.
These Terms set out how we deliver our services and regulate the contract we enter into with you. Receipt by us of your sign
Confirmation Acceptance Form indicates acceptance of our Proposal and your agreement to these Terms.
2. Client Instruction
You can submit a request for our Services by telephone on + 44 (0) 7711 380153, or by email to email@example.com or otherwise via our website enquiries forms.
If you are an existing Client or your Instruction is part of a larger project that we are undertaking for you, any Instructions placed with us will be processed in accordance with these Terms unless otherwise agreed in writing between us.
Your Instruction sets out the Services you need from WHAT associates Ltd , any Deliverables you require us to produce and other bespoke or specific requirements that you may have.
Your Instruction should contain a clear description of your requirements, any brief you wish us to consider and any Deliverables you wish us to produce.
Upon consideration of your Instruction, we will send you our Proposal including any recommendations of what is required to produce the Deliverables, which may include our suggested timescales and any project methodologies that we consider may be needed to meet your requirements., WHAT associates Ltd will provide the client with a written estimate or quotation by email unless otherwise instructed.
Our Proposal shall only remain valid for a period of 30 Business Days from its date of issue by us. The Proposal does not constitute an offer to provide our Services to you, or that we have entered into any Contract with you.
The Proposal does not constitute as a binding contract with you. When you notify us that you accept our Proposal by completing and returning your ‘Confirmation Acceptance Form’ as confirmation of agreement to these Terms and should be returned to WHAT associates Ltd by email or post.
The Contract between us shall commence with effect from the date of the signed Confirmation Acceptance Form (“Commencement Date”).
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
4.Performance of Services
WHAT associates Ltd shall supply the Services to you in accordance with the Creative Brief and these Terms in all material respects.
Where the nature of the Services are such that we consider it is appropriate to provide you with an estimate of any phases, performance milestones or completion dates for the Services, please note such dates shall be estimates only and time shall not be of the essence for performance of the Services or the completion of Deliverables. Time estimates depend on a number of factors that may change during the course of performing the Services, but we shall do our best to communicate any changes to you as soon as possible where you have notified us in your Instruction of key milestones dates that are important to your business.
WHAT associates Ltd shall have the right to make any changes to the Services which are necessary to comply with any Applicable Laws or safety requirements or which do not materially affect the nature or quality of the Deliverables, but we shall always notify you before implementing any such changes to the Services in any such event. If such changes result in any change to our Proposal this will be added to our Proposal and a revised Proposal sent to you for approval prior to continuing the Services. Certain changes may require the payment of additional Charges for which the Client is responsible and will be included in our revised Proposal.
If you do not agree any revised Proposal sent as a result of changes referred to above, or as a result of changes you require to the Creative Brief you may issue written notice to terminate our Services but please note WHAT associates Ltd is entitled to recoup in full all Charges incurred in respect of Work in Progress carried out up to the date of termination which will be charged on a time and materials basis.
WHAT associates Ltd undertakes to the Client that our Services will be provided using reasonable care and skill.
Fees for design services to be provided by WHAT associates Ltd , will be set out in the written estimate or quotation that is provided to the client. At the time of the client’s signed acceptance of this estimate or quotation and prior to the work commencing we require an advance payment of a minimum of thirty (30) percent of the project quotation total . The final payment of the project quotation total is due upon completion of the work, when invoice is received.
Work on the project will not commence until WHAT associates Ltd has received this amount.
Quotations are valid for a period of 30 days. WHAT associates Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Unless agreed otherwise with the Client, all website and design services require an advance payment of a minimum of thirty (30) percent of the project quotation total before the work is supplied to the Client for review. The final payment of the project quotation total is due upon completion of the work, when invoice is received.
Payment for services is due by bank transfer. BACS Bank details will be made available on invoices.
Charges for Other Services
Charges for any additional services over and above the estimated design, will be made known to the client. They will become fully payable at the time of project completion.
Additional expenses may be incurred for any necessary action, including, but not limited to photography and art direction, photography searches, media conversion, digital image processing, or data entry services.
All travel and other expenses incident to the rendering of services reasonably incurred on behalf of Client by WHAT associates during the term of this Agreement shall be paid by the Client. If any such expenses are paid in the first instance by WHAT associates, the Client shall reimburse them therefor on presentation of appropriate receipts for any such expenses. All travel and lodging arrangements shall be made in accordance with Client’s regular policies.
6. Client Review of work
WHAT associates Ltd will provide the Client with an opportunity to review the appearance and content of work during the design phase and once the overall website/design collateral development is completed.
At the completion of the project a Project Sign-off Sheet will be issued, all deliverables will be deemed to be accepted and approved unless the Client notifies WHAT associates Ltd otherwise within ten (10) days of the date the deliverables are made available to the Client.
Invoices for 30% deposit will be sent to the client before work commences and remaining total invoice will be provided by WHAT associates Ltd upon project completion. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid twenty eight (28) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) of the total amount due.
8. Acceptance of Quotation and Terms and Conditions
The placement of an order for design and/or any other services offered by WHAT associates Ltd and validated by the client’s signature on the Confirmation Acceptance Form, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and WHAT associates Ltd .
Accounts unpaid twenty-eight (28) days after the date of invoice will be considered in default. Insufficient funds will be assessed a return charge of £25 and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay WHAT associates Ltd reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by WHAT associates Ltd in enforcing these Terms and Conditions.
10. Additional Expenses
Client agrees to reimburse WHAT associates Ltd for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.
We WHAT associates Ltd license typefaces for our own use. If the client (company) needs to have the font installed the client will need to license fonts for their own use. WHAT associates Ltd will not be held responsible for unlicensed fonts.
11. Late payment of invoice
A fee of £20 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursuance of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices;
Cancellation of orders may be made initially by telephone contact, or email, however, following this, WHAT associates Ltd will need formal notification in writing to the company’s postal address.
Termination of service contract by the Client must be requested in a written notice and will be effective on receipt of such notice. A notice period of 60 days notice is required on a retainer contract.
E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
WHAT associates Ltd services may be used for lawful purposes only. You agree to indemnify and hold WHAT associates Ltd harmless from any claims resulting from your use of our service that damages you or any other party.
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants WHAT associates Ltd the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting WHAT associates Ltd permission and rights for use of the same and agrees to indemnify and hold harmless WHAT associates Ltd from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
We WHAT associates Ltd license typefaces for our own use. If the Client needs to have the font installed the client will need to license fonts for their own use. WHAT associates Ltd will not be held responsible for unlicensed fonts.
We will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.
WHAT associates Ltd hereby excludes itself, its Employees and or Agents from all and any liability from:
Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
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,
17. Acceptance of Printed Products
The Client acknowledges and agrees that the images and/or colours of any Printed Product may differ from any sample proof delivered on any media and for the avoidance of doubt any sample supplied shall not constitute a sale by sample.
18. Intellectual Property Rights
WHAT associates Ltd warrants that to the best of its knowledge and belief that Intellectual Property Rights (other than Third Party Products or materials supplied by the Client) in the Products are original to WHAT associates Ltd provided that WHAT associates Ltd cannot be, and is not, responsible for compliance of the Intellectual Property Rights with laws of all jurisdictions of the world. It is the Client’s responsibility to satisfy itself of such compliance.
WHAT associates Ltd asserts its moral rights in the Products and the Client confirms that it shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Products without WHAT associates Ltd’s prior written consent.
The results of all work performed by WHAT associates Ltd for the Client, including original creative work (except Photography), will remain the property of the Client. The client may use this material in any way deemed appropriate.
WHAT associates Ltd will not be held responsible for any damages resulting from such claims. WHAT associates Ltd is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The client agrees not to hold WHAT associates Ltd responsible for any such loss or damage. Any claim against WHAT associates Ltd shall be limited to the relevant fee(s) paid by the client.
Changes to Work in Progress
The Client shall be entitled to request that WHAT associates Ltd makes changes to the Creative Brief during the course of the performance of the Services. The first two Amendments are included in the Charges set out in the Contract provided that they are not material or result in a change to the Instruction or its scope, the personnel needed to implement the change and/or result in additional time or cost to WHAT associates Ltd, in which case we may need to amend the Charges set out in the Proposal and we shall agree on any updated Charges with you before implementing any Amendments. However, where you request more than two Amendments to Work in Progress, any such additional Amendments will be charged at our usual Hourly Rate. Where Amendments result in an adjustment to Charges and/or timescale for the performance of the Services, we shall notify you before continuing the Services and the Proposal shall be updated and sent to you for your acceptance in writing.
The client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. This work will be charged at an agreed hourly rate as stated in the proposal.
The client also agrees that WHAT associates Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.
WHAT associates Ltd may sub-contract the performance of any of its obligations under this Agreement.
22. Data Protection
You acknowledge that for the Data Protection Laws, the Client is the Data Controller and WHAT associates Ltd is the Data Processor in respect of any Personal Data.
We shall process the Personal Data only by your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by you.
Each party warrants to the other that it will process the Personal Data in compliance with all Data Protection Laws.
You shall indemnify WHAT associates Ltd against all costs and expenses, claims, liabilities, proceedings, fines, loss or damage incurred by us as a result of any failure by you, or your employees or agents to comply with any of the obligations set out under this clause.
Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential Information concerning the business, affairs, customers, clients or suppliers of the other party.
Each party may disclose the other party’s confidential Information: to its employees, officers, representatives, subcontractors or professional advisers on a need-to-know basis to carry out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
24. Design Credit and Promotion
The Client agrees that work designed, developed, created, and photographed for the Client by WHAT associates Ltd may be presented in WHAT associates Ltd’s portfolio, on WHAT associates Ltd social media accounts, on WHAT associates Ltd’s website and in printed promotional collateral for WHAT associates Ltd, including pitch documents.
25. Entire agreement
This agreement constitutes the entire agreement between WHAT associates Ltd and the Client and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
26. Governing Law
This Agreement shall be governed by English Law.
Acknowledgement of mock-up graphic resources: