Terms & Conditions
This agreement shall be subject to and construed according to English Law and the parties agree to accept the exclusive jurisdiction of the Courts of England.
In these Terms and Conditions, unless otherwise stated, the following terms have the following meanings:
2.1 ‘CTD’ is Christian Topf Design Ltd, or any director or employee of CTD who provides a service or communication with a client.
2.2 ‘Client’ means the party, or parties, who purchases Services and/or Goods from CTD.
2.3 ‘Generally’ is used to outline standard practice that may not necessarily be applicable to every Client and/or Project.
2.4 ‘Project’ is an element of, or entire body of work, that is titled and referenced to a particular Client.
2.5 ‘Services’ and/or ‘Goods’ means the Services and/or Goods provided by CTD to the Client. ‘Goods’ include products in a physical form and/or digital format.
2.6 ‘Contract’ means the contract between CTD and the Client for the supply of Services and/or Goods in accordance with these Terms and Conditions, Quotations provided by CTD, and pursuant to Clauses 8 to 8.3.
3. Company Details & VAT Registration
3.1 Christian Topf Design Ltd is registered in England No: 6156068.
3.2 The Registered Office is 65 Marlborough Road, Falmouth, Cornwall, TR11 3LL, UK.
3.3 CTD is VAT registered. Registration No: 643 4752 33.
4. Precedence over other Terms & Conditions
4.1 These Terms and Conditions shall apply to all supplies of Services and/or Goods by CTD pursuant to an Order by a Client.
4.2 By placing an Order, the Client accepts the incorporation and application of these Terms and Conditions which shall have precedence over and exclude any other Terms and Conditions, including any Terms and Conditions which the Client may claim to be applicable under any Purchase Order, confirmation of Order, or similar document.
5. Services, Supplies & Goods
5.1 CTD provides professional design, marketing and other Services, related Supplies and Goods, the scope of which is defined here.
5.2 Generally termed, this is to include, amongst others, branding and marketing activities; design for print; websites and other electronic publications; signage; exhibitions and installations; photography and illustrations; consultancy and tuition.
5.3 Work may be commissioned on a one-off fee basis or, if the project lasts longer than two months, on Account basis.
6. Design Process
Most design projects follow a pattern similar to the one described below, though the specific Process and number of design stages will be determined by the complexity, size and duration of each project as well as the specific requirements of each client.
1. Client & CTD discuss scope of project, outline the brief, and agree Terms & Conditions.
2. The brief is formalised and a schedule agreed. Client places Order.
3. Materials are sourced according to project requirements.
4. Design stage One: CTD prepares concept designs culminating in first visuals and proof. Client provides feedback.
5. Design stage two and, if applicable, subsequent design stages: Further design developments with proofs at the end of each stage.
Client approves each stage and signs off final design proofs.
6. Production stage: Artworking, pre-press production, digital file creation, coding and site testing, and/or other pre-publication processes as required.
7. Print, manufacture or assembly as outlined in the Quotation.
8. Deliveries, uploading of web sites, etc, as relevant to the project.
Specific details shall be as defined in proposals, estimates, Quotations and purchase Orders.
7. Charges, Fees & Accounts
7.1 Work will be chargeable as detailed in CTD’s Estimates or Quotations, Client’s purchase Orders and pursuant to these Terms & Conditions.
7.2 All work carried out at the Client’s request, whether detailed in
an Estimate or Quotation, or in addition to any agreement, shall be charged for.
7.3 Additional work, if requested by the client, will be charged for at CTD’s current studio rates.
7.4 Ongoing projects which extend beyond two months are strictly on Account basis and will be invoiced monthly in arrears.
7.5 Work carried out outside usual office hours (Mon - Fri 9am - 5pm) undertaken at the Client’s request shall be charged for at 1.5 x the standard hourly rate.
8.1 Estimates and Quotations are provided on the basis of current information supplied at the date of issue and CTD reserves the right to increase fees if by the date of acceptance circumstances have changed.
8.2 Estimates and Quotations are valid for one calendar month from the date of issue.
8.3 Following the written acceptance of a formal Quotation, the Client is expected to pay 30% of the total fee before work commences, unless otherwise agreed in writing.
9. Orders, Contracts & their Variations
9.1 All Orders placed by the Client and accepted by CTD shall form the basis of a binding Contract according to these Terms and Conditions.
9.2 In case of subsequent Variations, CTD shall be notified at the earliest opportunity, but Variations shall only take effect once agreed to by CTD in writing.
9.3 Variations and additions to Contracts requested by the Client shall be deemed to be Amendments to the Contract and shall not constitute a new Contract.
10. Cancellation & Curtailment
10.1 Notices of Cancellation or Curtailment must be given in writing and become effective from the time of receipt at CTD’s office address during normal office hours (Mon - Fri, 9am - 5pm).
10.2 Where an Order is cancelled by the Client before completion, CTD reserves the right to charge for work already carried out plus 15% of the remaining work.
10.3 Alternatively, a ‘Kill Fee’ may be negotiated, but this must be agreed to by the Client and CTD and confirmed in writing.
11.1 Proofs of all work may be submitted by CTD for Client’s approval and CTD shall incur no liability for any errors not notified and corrected by the Client at the time of sign off.
11.2 All additional corrections, amendments and alterations requested by the Client after their approval of Proofs which constitute part of the Contract (generally referred to as author’s corrections), will be charged for at CTD’s standard rates, plus the cost of the additional proofing, plus any other costs that may arise as a direct result of these changes.
12.1 Delivery of Services and/or Supplies shall be accepted by the Client when tendered and thereupon, or on notification that the work has been completed.
12.2 Delivery of design Services may be in physical form (ie printed artwork) and/or in the form of electronic artwork or computer code which may be transferred via the internet or other electronic means.
12.3 Printed matter and other Goods shall be delivered according to the details as specified in CTD’s Quotations and/or Client’s Orders.
13.1 CTD endeavours to work within any time period notified to the Client but will not be liable for any Delays howsoever caused.
13.2 Should work be delayed or suspended through any default of the Client for a period of thirty days, CTD shall then be entitled to payment of work already carried out plus materials used.
14.1 Payment shall become due on completion of work and/or the delivery of goods.
14.2 If a project is on Account, invoices of work carried out to date plus expenses are issued at the end of each calendar month.
14.3 Payment of all invoices shall become due strictly 30 days from the date of invoice, unless agreed otherwise in writing.
14.4 Clients will be liable for all reasonable costs incurred in recovering monies owed for any outstanding invoice(s).
14.5 CTD understands and will exercise their statutory right to claim interest and compensation for debt recovery under the Late Payment of Commercial Debts (Interest) Act 1998 at 13% against any late payments.
14.6 CTD reserves the right to stop work on any Account where Payments are outstanding beyond 30 days.
15.1 VAT is recoverable on all chargeable items, at the currently rate set by the government, at the date the invoice is rendered.
15.2 For information on chargeable items, please consult the current Government Guidelines available on www.hmrc.gov.uk/vat/
All goods, whether material or intellectual, remain the Property of CTD until paid in full.
17.1 It shall be the responsibility of the Client to ensure that all materials presented for processing, printing, copying or any other processes of reproduction are free from any third party claims for breach of Copyright or License.
17.2 By placing an order with CTD, the Client certifies and warrants that no Copyright exists in the material(s); or the Client is the owner of the Copyright in the material(s); and that any reproduction by CTD will not infringe the rights of any existing licence; or the Client has the valid authority of the copyright owner (or of an existing licensee of the copyright owner) to authorise the reproduction of the material(s) as required by their Order. In the event of any dispute, the Client hereby agrees to indemnify CTD against any loss that may be incurred. If damages cannot be agreed between the parties, they are to be decided by the Courts of England.
17.3 All materials produced by CTD shall be the property of CTD in accordance with the Copyright, Designs and Patents Act 1988 unless specifically agreed otherwise in writing.
17.4 In the event of non-payment in accordance with these Terms and Conditions for any work created by CTD, the licence to use any material provided by CTD shall be thereby immediately revoked without further notice from CTD hereby rendering any use of such materials by the Client a breach of Copyright for which CTD reserves the right to take such legal action as may be appropriate.
17.5 CTD reserves the right to publicise any work done for the Client and shall be entitled to receive examples of the final products incorporating their design from the Client unless the Client notifies CTD in writing that they wish to opt out of this Clause.
18.1 Any Claims or queries regarding Services rendered by CTD or their agents must be made, in writing, within 10 working days of any supply of Service.
18.2 Any Claims or queries arising out of the delivery of Goods must be made, in writing, within 5 working days of date of delivery.
18.3 Queries of invoices must be made, in writing, within 10 working days after the date of despatch of the invoice.
18.4 All Claims outside the above limits will not be entertained.
Any Complaints must be received, in writing, no longer than 10 working days after the event referred to, and sent to Christian Topf Design Ltd, 65 Marlborough Road, Falmouth, Cornwall, TR11 3LL, UK.
20. Limitation of Liability
20.1 While CTD takes all reasonable care in their performance, CTD cannot be held liable for any loss or damage whatsoever and/or wheresoever suffered by the Client, or any third party, that arises out of CTD’s Services, publication or installation of their work, or any delay in their Services, and/or the publication or installation of their work.
20.2 CTD cannot accept any liability for delays and/or damage of artwork being transmitted by electronic means and/or Goods in transit.
20.3 In any case, any eventual Liability of CTD cannot exceed the total value of the Contract. This Limitation shall apply regardless of the Cause of Action or Legal Theory pled or asserted.
20.4 These Terms of Business are not intended to and do not confer any Rights on any third party under the Contracts (Right of Third Parties) Act 1999 and this Agreement is strictly made between CTD and the Client only.
21. Force Majeure
21.2 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, failure of electricity, internet or telephone service(s), fire, flood, draught, tempest or other events beyond the reasonable control of either party.
21.2 In the event of the above circumstances, the time for performance shall be extended for a reasonable time, having regard for the cause of the delay. Should any delay persist for a period of over 30 continuous days, CTD reserves the right to terminate any agreements on 7 days’ notice in writing.
22.1 CTD reserves the right to terminate any Contract or supply of Services at any time. This may arise out of any breach of Contract by the Client, the performance of any party’s contractual obligations, or by frustration.
22.2 If the Client wishes to terminate any Contract, they may only do so in accordance with these Terms and Conditions and, in particular, with regard to the Cancellation and Curtailment Clauses 10 to 10.3.
23. Data Protection
23.1 In this Clause, Personal Data has the meaning given in the Data Protection Act 1998.
23.2 CTD warrants that it has in place technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss, damage or destruction of Personal Data.
23.3 If CTD processes any Personal Data on behalf of the Client, it will act only on the instructions from the Client.
24.1 Any receiving party shall keep in strict Confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by CTD.
24.2 The receiving party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the receiving party. These clauses shall survive Termination of the Contract.
Dated 1 December 2012.