terms and conditions

Services to be performed
Details of the services we will provide will be listed in the proposal/quotation.  If additional services become necessary we will discuss with you the additional costs payable and amend our proposal/quotation to take these into account.

Duty of Care
We agree to exercise all reasonable skill, care and diligence in the performance of the services and shall use all reasonable endeavours to discharge our duties in a timely manner in accordance with the Estimated Time Schedule that we have agreed provided that we receive all the necessary data and information within the time specified.  We shall not be responsible for non-compliance with any estimated time schedule for carrying out the Services as a result of delay caused by another party.

Terms of Agreement

• You, the Client agree to pay us the fees and expenses as described in the proposal/quotation.
• You, the Client will ensure that our designs, as approved by you, comply with the laws of the country for which it is intended and will ensure that any products manufactured by such approved designs shall be safe and without risk to the user when properly used.  You agree to approve all drawings, artwork and designs prepared by us prior to the printing, before and/or after commencement of production for component and layout compatibility and to ensure that all tolerances are in accordance with any specifications.  We will not be liable for any cost resulting from your failure to carry out such checks.
• The Client shall indemnify us and hold us harmless from and against all damages, costs and liabilities suffered or incurred by us as a consequence of any claims or proceedings brought against us by any other person in connection with the Services including, without limitation, any liability or costs arising out of infringement of any other registered design patent trademark or the intellectual property rights as a direct or indirect result of our complying with your express or implied instructions, or breach of obligations under this Agreement including all damages and expenses caused thereby to us.
• Copyright in our designs will remain vested in us at all times but provided that all fees and expenses payable to us are paid on the due date(s) you will have a royalty-free licence to use our designs.
• Agency Material (all artwork, electronic artwork, copy, models, designs, photographs, software and other material) created by ARTY in connection with the proposal/quotation will not be released to the Client or a third party for the purposes of amendment.
• The agreement may be terminated by either party by written notice to the other with immediate effect should either party commit any material or persistent breach of any terms of this Agreement which shall not have been remedied within 14 days of written request to remedy the same.  The termination of this Agreement shall not affect any pre-existing liability of either party to the other party to the other or right of either party to look to the other for damages for breach.
• This agreement supersedes any previous agreements or other statements made.
• This agreement is personal to you and you shall not assign it or any rights under it unless agreed by both parties.
• This agreement shall be governed by English Law and each of the parties submits to the non-exclusive jurisdiction of the English Courts.

Force Majeure

• Neither party shall be liable for any failure to perform of its obligations under this Agreement resulting from an Event of Force Majeure and both parties shall be excused performance for the duration of such Event plus such further periods may reasonably be necessary for the party unable to perform its obligations by the Event of Force Majeure to resume the performance of its obligations.
• Each party shall give immediate notice to the other on becoming aware of an Event of Force Majeure which affects its ability to perform its obligations under this Agreement, such notice to comprise details of the circumstances giving rise to the Event of Force Majeure.
• If a default due to an Event of Force Majeure continues for more than 60 days then either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other at any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

General

• All additions, amendments and variations of it shall be of contractual effect only if agreed in writing and signed by the duly authorised representatives of both the Client and ARTY.
• No employee or representative of ARTY save for a director is authorised by ARTY to make any representations or warranties in respect of the Services.
• Neither party shall, without the other’s prior approval at any time during the Term or for twelve months afterwards, employ or endeavour to entice away any person presently or within the previous twelve months employed by the other party.
• In the event of any discrepancy between these terms and conditions and the proposal/quotation, the proposal/quotation shall have precedence.
• ARTY shall treat all information, written or drawn, supplied by the client as confidential and shall not disclose the information to any third party without written consent by the Client.

Invoices 
Payment of all invoices as outlined in the proposal/quotation or subsequently agreed in a Billing Schedule must be made within 30 days of the invoice date.

Without prejudice to the other rights under this Agreement, if you fail to pay the full amount of any sum payable under this agreement when due, we reserve the right to:

• Charge interest until payment on the amount remaining unpaid at the rate of 5% above the Bank of England base rate from time to time, which shall accrue on a daily basis; and
• Suspend the Services for so long as any such amount remains outstanding

Payment of any invoice shall be made in full without any deductions whatsoever and all payments are to be made in pounds sterling unless otherwise agreed.

VAT (if applicable) shall be added to invoices.