West9 Design Client Terms and Conditions
Last updated April 2024.
Introduction
The best design projects result from trust between the client and their designer. As your Designer, I’ll always do my best to fulfil your design needs and meet your goals, but it’s important to have a written agreement to set out expectations for all parties involved. These T&Cs define the terms and conditions of our working relationship and apply to the Proposal that we have agreed with you, so that we both know what’s what, who should do what and when, and what will happen if things do not go according to plan. In this document you won’t find any complicated legal terms, it just serves to protect both our best interests and strengthen our relationship.
These T&Cs will apply to any Proposals/Quotes we agree with you. Any references to ‘Designer’, ‘I’, ‘my’, ‘she’ refers to West9 Design Limited (registered company number 11753592). Any references to ‘Client’, ‘you’ ‘your’ refers to you, the client, as detailed in the applicable Proposal we have agreed with you. By agreeing to any of the Designer’s Proposals, the Client agrees to engage the Designer to carry out the Project detailed in the applicable Proposal for the agreed fees and in accordance with the agreed time scales.
Getting Started
Client must agree to do the following, as and when requested, before Designer can start work on a Project:
return a signed copy of these T&Cs accepting the Proposal and terms and conditions
pay proportion of the Project fee as a deposit, as agreed in the Proposal.
agree a detailed brief or complete a questionnaire to provide specific Project information
mutually agree a Project schedule
provide all relevant materials/content needed to complete Project (logos, text, images, etc)
Designer Responsibilities
Services: Designer will carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. Designer has the ability to produce the Project/Deliverables as agreed in the Proposal/Quote and will complete it in a professional manner for the agreed fees. Designer agrees to do all that she can to deliver the project by mutually agreed deadline, however Designer will not be responsible for a missed deadline if Client has been late in supplying materials or has not approved or signed off the Project/Deliverables on time at any stage. In the event that Designer is unable to meet the agreed deadline due to unforseen circumstances, Designer will inform Client at the earliest opportunity. Designer will cooperate with Client to edit and review the project work throughout.
Rights: Designer agrees that she will be the sole author of the Project/Deliverables, which will be original work and free of plagiarism. Designer guarantees that all elements of the Project/Deliverables created for Client are either owned by Designer, or Designer has obtained permission to provide them to Client. When Designer provides text, images or other artwork to Client she agrees that she will use all reasonable endeavours to ensure that the Deliverables will not infringe the intellectual property rights of any other third parties.
Client Responsibilities
Rights: Client agrees to provide Designer with accurate, timely information and materials or content (logos, text, images, etc) necessary to complete the Project, and in the format required. Client guarantees to have all the necessary rights and ownership of such materials to permit Designer to include them in the Project produced for Client. When Client provides text, images or other artwork to Designer, Client agrees to protect Designer for any losses they may incur as a result of claims by a third party that the Designer is infringing their intellectual property rights.
Approval: Client agrees to review Project/Deliverables, proofread, provide feedback and sign-off approval in a timely manner. Schedules assume timely review and response of Project/Deliverables, so Client will also be bound by mutually agreed milestone dates in the Project schedule. Designer will make all efforts to ensure that no information is misrepresented, however, Client will assume all responsibility for content.
Designer requires approval of each Project stage by Client to progress to next stage of Project. If Client does not give feedback or approval within agreed time, next stage of Project will be moved back in Designer’s schedule to the next space available. Designer will not move other Client projects to accommodate late feedback or approval.
Sign-off and acceptance: When a Project is complete Client will be notified by Designer and have the opportunity to review it for 2 working days. Written approval from Client is required to sign-off Project before Designer will supply final hi-res print-ready pdf files, or send such files to be printed. When the 2 working day review period has finished all submitted Project work will be assumed approved, unless Client indicates otherwise in writing. Once approved, or deemed approved, the Project cannot then be rejected and will be deemed complete and the balance of the Project fee will be due.
Changes: Text changes and corrections must be provided electronically, and will not be taken over the telephone, to avoid errors when Designer processes the changes. Revisions should be collated in a single document or email, in a legible manner. Changes sent through in several different emails in a disorganised manner result in confusion on both sides. Text with extensive changes must be provided as a marked up pdf or new hard copy, indicating the revised text.
Supplying files: Client should supply graphic files in an editable, vector digital format and supply photographs in a high-resolution digital format to achieve the best quality results for imagery. Text should be supplied in digital file format. Designer is not responsible for inputting copy.
Confidentiality
Designer acknowledges that she may receive or have access to Client’s proprietary information. Designer will treat as secret and maintain the confidentiality of any proprietary information and unpublished information relation to the Client’s business plans or finances. Client shall inform Designer of any specific confidentiality requirements in writing before the project commences and agreeing to the project quote/proposal. The Designed may disclose certain confidential information about their pricing and services, and the Client agrees to treat any such information as secret and maintain the confidentiality of the information. Disclosure of confidential information may be made by either party to any of their employees or sub-contractors, for the purpose of providing or receiving the services, but only when suitable confidentiality obligations are in place with any such persons. The provisions of this section will continue to apply after the applicable Project/Deliverables have been delivered.
Working Parameters
Studio working hours: Designer’s standard working week is Monday to Friday between 9am and 5pm (3pm on Friday). Designer’s office is closed on all Bank holidays and over Christmas and New Year. The Project outlined in the Proposal/Quote will be turned around within a reasonable, non-rush schedule to be determined and mutually agreed upon at the start of each Project, where possible.
Communication: Designer can be reached by phone during standard working hours. Email is used for the majority of communication, to help all parties keep track of correspondence. All communications that are legally binding must be in writing.
Overtime: Client’s Project fee assumes Project/Deliverables will be completed within the ‘studio working hours’ (as set out above). If it is necessary for Designer to work outside these times to accommodate additional compressed deadlines as a result of Client actions, additional fees will be negotiated separately.
Payment Details
Design fees: Fees for Project/Deliverables provided by Designer will be set out in a Proposal/Quote sent to Client before a Project starts. Proposal/Quotes are valid for 10 days. If the parameters of the agreed Project/Deliverables change at any stage of the project, Designer will inform Client and renegotiate the fee accordingly. When fees are not agreed in advance, design services will be charged at standard hourly rate. Any fees set out in the Proposal/Quote will be exclusive of VAT, which is not chargeable on the work carried out by Designer.
In consideration of the Designer providing the services and deliverables set out in the Proposal, the Client agrees to adhere to the Proposal/Quote payment schedule and pay all invoices promptly. Unless alternative payment terms have been agreed in Proposal/Quote, all invoices must be paid within 14 days of invoice issue date. Designer issues all invoices electronically.
Payment schedule: Designer offers a payment plan that is a breakdown of total Project fee with payments attached to milestones of the Project, as set out in Proposal/Quote. These fee payments are not directly related to proportion of work or timescale involved to reach each milestone.
Designer requires a proportion of the total Project fee, as set out in the Project Proposal/Quote, to be paid as deposit before a Project is started. This is due to the sensitive nature of showing unique design ideas prior to being paid. The final balance is due upon completion of the Project, when it has been approved by Client. Only when the final payment has been received will the final artwork files/deliverables and usage rights be delivered to Client, unless otherwise specified.
Deposit required to book in a project: Designer requires a deposit to book and secure a Project into her schedule in advance. Designer books clients in on a first come, first served basis to help with consistent work flow. Taking a deposit is standard practice and ensures both parties understand the commitment required to have a good working relationship. Designer’s other projects will take priority until receipt of the deposit. This is not to pressure Client, but to let Client know where he/she stand in terms of scheduling. When deposit is received, Designer will contact Client to confirm receipt and obtain information required to start Project.
Payment methods: Preferred payment method is via bank transfer, details provided on invoice.
Delays and non-payment: Client should let Designer know if they have any difficulties paying, in order to find an amicable payment solution. Designer reserves the right to suspend Project and/or withhold Deliverables if payment is not received within 14 days from invoice date. Designer reserves the right to charge a “late payment” fee if invoices remain unpaid after 14 days, charged at the rate of 8% per annum above the base lending rate of the Bank of England from time to time. Interest shall accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. Any interest due shall be payable when paying an overdue sum.
Termination
Cancellation: Client or Designer may terminate the project at any time if, for any reason, the relationship is deemed unsatisfactory by either party. As design is subjective, there is no right or wrong solution, so there is always a risk that Client may not like Project design. If this happens, Client has the right to cancel the Project but is still responsible for payment, as calculated by Designer based on work completed to date of cancellation.
If the Project is cancelled by Client at any stage or following completion, ownership of all copyrights and Project/Deliverables will be retained by Designer. Should Client cancel the project partway through, Designer will charge for all work completed, calculated on work completed to date of cancellation, plus all expenses incurred. Should Client cancel the project following its completion, Client is responsible for full payment as per Proposal/Quote, plus all expenses incurred.
Inactivity: If Client communication stops when a Project has started, or if any part of the Project is delayed for longer than 14 days without written notice, Designer will consider the Project cancelled and confirm this in writing. In all instances, Client will be responsible for paying a “cancellation fee” for work completed, as well as any expenses incurred by Designer. The cancellation fee will be calculated on the hours completed up to the point of cancellation, and 50 per cent of the remaining time allocated to the Project by Designer.
Kill Fee: Even if Client fails to use the completed Project/Deliverables in production, Client is liable for full payment as per Proposal/Quote, plus all expenses incurred.
Unforeseen Events: Neither party is liable or will be in breach of these T&Cs for any delays or failures in their performance resulting from an event beyond their reasonable control (an Unforeseen Event). If an Unforeseen Event occurs, the affected party will promptly notify the other and provide details about the event and when it started. If the event continues for more than 15 days, the unaffected party may immediately terminate these T&Cs by providing written notice to the other party.
If Designer is unable to complete the Project due to unforeseen circumstances, a portion of the overall Project fee paid to date will be returned. In most cases this will be the complete amount, but if any works already completed can be used for another designer to continue the Project a percentage of the fee will be refunded calculated on work completed.
Changes, Refinements, and Extras
The Proposal/Quote fee is based on the time Designer estimates is needed to accomplish everything the Client wants to achieve. The Proposal/Quote contains full details of Project/Deliverables. Each Project usually includes initial concept designs, plus the opportunity for client to make up to two rounds of refinements before receiving final artwork, unless otherwise specified.
Client agrees to immediately advise Designer of any changes that may require a change in the Project scope or services agreed in the Proposal/Quote. Such requests should be put in writing so Designer can keep track of changes. Variations, additional tasks or extra revisions not included in the agreed Proposal/Quote will be invoiced additionally at Designers standard hourly rate. If the Project changes to an extent that substantially alters the original Proposal/Quote, Designer will submit a Proposal/Quote revision to Client with additional fees to be agreed by all parties before Project can proceed. Designer’s standard design fee is £60 per hour.
Please note, Designer understands that fixed-price Proposal/Quotes are subject to change as a Project evolves and recognises the importance of Client having the freedom to see whether an idea works or not once seen in action. Designer is happy to be flexible and give Client the ability to change his/her mind, so long as Client understands and agrees to pay extra fees this may involve.
Ownership and Copyright
Ownership: All Project/Deliverables created by Designer shall be for the exclusive use of Client, other than for Designer’s own promotional use. If a choice of design is presented (such as first concept options), only the one final Project design solution will be given by Designer to Client to fulfil the agreed Project.
Should Client attempt to use/modify/alter/replicate or steal any of Designer’s ideas or Project/Deliverables without making agreed final payment, Designer will take immediate legal advice.
Full ownership of all intellectual property rights in the final artwork/digital files created for the Project by Designer will be assigned and transferred in full to the Client when Project is completed and final payment has been received, so long as these T&Cs and the applicable Project has not been terminated. All intellectual property rights of the Deliverables created by the Designer for the applicable Project is owned by the Designer until final payment has been received. If final payment is not received as agreed in the Proposal/Quote all intellectual property rights, including all designs and concepts, will remain the property of Designer, who has the right to re-use or amend any of these ideas for other Clients and use them freely as concepts in her portfolio.
Rights to concepts/unused designs/source files: All preparation materials, unused concepts, sketches, visuals, (and their associated electronic files), used to create the final Project/Deliverables, will remain the property of Designer, unless prior agreement has been made. Designer reserves the right to reuse or amend unused concepts, preliminary sketches and ideas in future work for other Clients. Designer will negotiate, at personal discretion, if Client requires a copy of source files for InDesign, Illustrator or Photoshop work.
Intellectual Property: Client understands that all non-brand design elements are only licensed to Client for the purposes of the Project and are not the property of Client. Some of the assets used in this design may have been purchased specifically for the use in this Project, therefore any additional use by Client may be breaking the law. Client may not sell or distribute any photographs or design elements created by Designer, for any reason, without prior written consent by Designer.
Electronic files: Upon final payment of the agreed fee at the completion of the project Designer will provide Client with a copy of the final print-ready digital files to be stored safely. If Client loses or accidentally deletes the files delivered by Designer, the files can be retrieved and resent for a “retrieval fee” of £120, providing related usage rights have been negotiated. Designer will store all final electronic files created for a maximum of two years, unless otherwise agreed. If Client has specific requirements for how Project files/deliverables must be prepared this must be communicated in writing to Designer before the Project begins.
Third party contracts: Designer may contract other creative professionals to provide services such as copy writing, photography, and illustration. Any third party terms and conditions will include full reproduction rights for Client. Where such contracting adds to the project cost, Client will first be asked for permission to proceed. Such details will be finalised prior to the Project commencement, unless requested additionally by Client at a later date.
Font/typeface licensing: Fonts/typefaces are subject to commercial licensing laws and a font/typeface licence gives only the owner full rights to use the typeface as necessary, so it is against the law for a Designer to provide a Client with a “copy” of any personally purchased and owned fonts/typefaces. If Client requires font for personal use Designer will provide details for Client to purchase.
If Designer feels a commercial font/typeface is appropriate or a webfont is required for the development of the Project, this will be conveyed to Client and a licence must be purchased and registered to progress the Project. Designer will facilitate the purchase and registration of fonts but it is Client’s responsibility to pay for them, so Designer will add the cost to the next Project invoice. If Client requests using a specific font/typeface for the Project that Designer does not already own, Designer will facilitate the purchase and registration of specified font and add the cost to the next Project invoice.
Image copyright: Any images purchased for use in the Project by Designer on behalf of Client are strictly for use in the Project only. Designer will not be liable for misuse of these images by Client or any other person’s copying, altering or distributing the images to individuals or other organisations.
Miscellaneous
Displaying project work: Client understands that any design elements created for the Project by Designer may be used for Designer’s promotional use. Designer has the right to photograph and showcase all aspects of Project/Deliverables created, including sketches, work-in-progress designs and the completed project. Designer may display work online or in her portfolio as example of Client work, as well as in publications, exhibitions, competitions and other promotional purposes.
Samples: Client agrees to provide Designer with high-quality samples of print design that result from the design project deliverables. Designer may use such samples for publication, exhibition, or other promotional purposes.
Credit: The credit “Design by Claire Harrison/West9 Design Ltd” or similar can be placed on Clients project materials when appropriate in the form of a small logo or line of text placed discreetly, unless otherwise agreed. When asked, Client must identify Claire Harrison as the creator of the Project/Deliverables.
Legal
Relationship of designer and client: Client understands that Designer will be engaged as an independent contractor. This Agreement is not intended to create any formal partnership, joint venture, co-ownership, agency, or employment relationship between Client and Designer. Unless specifically agreed to in writing, Designer will not act for Client as an agent or make commitments on Client’s behalf. Designer is fully responsible for the payment of all personal taxes, including any national insurance contributions, arising from carrying out services for the Client as an independent contractor.
Non-Exclusive: the engagement under these T&Cs and any applicable Proposal of the Designer is non-exclusive, that is to say that at any time the Designer can provide, to other clients, services which are the same as or similar to the work/services being provided to Client. The Designer is not obliged to make its services available except for the performance of its obligations under any applicable Proposal. The engagement and appointment of the Designer under the applicable Proposal to provide the work/services does not create any mutual obligations on the part of the Client or the Designer to offer or accept any further contract, engagement, or services. No continuing relationship is created or implied.
Errors and omissions: Client is responsible for checking proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Designer is not liable for errors or omissions that appear in designs, in print or any other format. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Print variations: With all printing there may be some colour variations between viewing on screen to what the final product looks like and previous orders. This is due to the nature of the CMYK printing process and use of different paper stocks, Designer is not liable and there will be no reprints at Designer’s expense.
Liability:
(i) Subject to sections (ii) and (iii) below, neither party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with these T&Cs or any applicable Proposal.
(ii) Nothing in these T&Cs will limit the liability of either party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury.
(iii) Nothing in these T&Cs will exclude or limit the liability of either party under or in respect of any of the indemnity provisions set out in these T&Cs.
(iv) Subject to sections (i) to (iii) above, the total liability of either party arising out of or in connection with these T&Cs (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to 100% of the fee paid or payable by the Client under the applicable Proposal/Quote, or the sum of £1 million, whichever is the greater.
Assignment. Neither party may assign these T&Cs or any applicable Proposal/Quote to any third party without the other party’s prior consent, however either party may assign these T&Cs to its affiliates or successors in title at any time.
Amendments. Any variation to these T&Cs must be mutually agreed in writing.
Notices. All notices under these T&Cs and any applicable Proposal/Quote must be in writing and sent through email to the other party.
Severability. If any term of these T&Cs are found to be void or unenforceable by a court of competent jurisdiction, the rest of these T&Cs will remain in full force and effect.
Governing law and jurisdiction. These T&Cs are governed by the laws of England & Wales and any disputes arising from it will be settled exclusively by the courts of England.
Privacy Policy
Designer is committed to ensuring that your privacy is protected. For complete details of the Designer’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Designer’s Privacy Policy, which can be found at www.west9design.co.uk/privacy