Terms & Conditions

1.0 Understanding

1.1 - Quotes These are based on our knowledge and understanding of THE CLIENTS requirements. If as a result of any scoping or specification which Elms Creative or its appointed agents may undertake or by any other means we become aware that THE PROJECT to be delivered varies significantly from the prevailing understanding we will inform THE CLIENT at the earliest reasonable opportunity. Any such variations may affect the scope delivery schedule and or cost of THE PROJECT. In the event that a quote is made and accepted but the briefing did not specify fully the type or level of work required Elms Creative reserve the right to notify THE CLIENT accordingly and to charge for additional work done which was not indicated in the original briefing given.

1.2 - Sketches and Comps Fee quoted for THE PROJECT do not include any PRELIMINARY DESIGNS, REVISIONS, layered digital files (Adobe Photoshop and Illustrator raw files) and mock ups.

1.3 - Final Artwork Fee quoted for THE PROJECT includes one set of FINAL ARTWORK in Print Ready PDF format. A CD of the originating document (Quark Express, Adobe InDesign and support files (flattened & outlined Adobe Photoshop and Illustrator files saved as .eps .tif .jpg) can be provided at an additional cost, POA. Changes to FINAL ARTWORK of THE PROJECT once signed off will be provided at an additional cost, POA, based on the extent and complexity of the changes.

1.4 - Overtime Fees quoted for THE PROJECT are based upon work performed during the course of regular working hours (based on a 35 hour week). Overtime, rush, holiday, and weekend work necessitated by THE CLIENTS directive is billed in addition to the fees quoted at £50 per hour or a mutually agreed upon, POA.

1.5 - Billable Items In addition to the fees and costs estimated for THE PROJECT, costs incurred for outside services (POA), messengers, and couriers services are billable. Travel expenses are billed according to cost. For all other additional billable items please refer to our rate card.

1.6 - Purchasing All purchases made on THE CLIENTS behalf will be billed to THE CLIENT. In all cases, such prices will reflect a mark-up. Charges for VAT, insurance, storage, and shipping and handling are additional to the price of each purchase. In the event that THE CLIENT purchases materials, services, or any items other than those specified by Elms Creative, Elms Creative is not liable for the cost, quality, workmanship, condition, or appearance of such items.

1.7 - Project Communication In the course of THE PROJECT, Elms Creative will remain in contact with THE CLIENT regarding edits, revisions and scheduling. If THE CLIENT fails to provide necessary feedback to Elms Creative regarding any edits and/or revisions within 28 days, THE PROJECT may be subject to termination and placement in our STALE DATED database. Any STALE DATED project is subject to a reactivation and unarchiving fee. This fee is at the sole discretion of Elms Creative. Any work produced by Elms Creative for THE PROJECT will be billable at this time and all artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of Elms Creative.

1.8 - Term of Quote The information contained within quotes is valid for 30 days. Quotes approved and signed by THE CLIENT are binding upon Elms Creative and THE CLIENT beginning on the date of THE CLIENT’S signature.

1.9 - Provision Of Materials You agree to provide us with the specific copy, images and information we require in order to create your product, or to advise us as to where we can locate such materials. We accept no responsibility for your site not being put live/product being completed by a specific date if we are unable to secure necessary and/or suitable information and/or materials from you. If you cannot supply the information you wish to feature in your product, we will do what we can to obtain it, but we accept no responsibility for errors, omissions or discrepancies which may be present on the final product, as these may arise through our lack of specialist knowledge regarding the content of your product. The time taken to compile the data, as well as any time required to correct errors, omissions or discrepancies, which have arisen through your not providing us with adequate materials, will be charged to you at our standard rate. We accept no responsibility for the delay caused in providing you with the final product as a result of your supplying us with insufficient or unsuitable materials. This does not apply if the additional cost could have been avoided but for unreasonable delay on the part of Elms Creative in ascertaining the unsuitability of the materials with which you provide us. Where you supply or specify materials, we will take every care to secure the best results in the finished product, but we accept no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

2.0 Ordering

2.1 - Acceptance THE CLIENT will be deemed to accept the price quoted by Elms Creative on placing of an order.

2.2 - Authorisation THE CLIENT agrees that it authorises its representatives whether employees, agencies or others to place orders on its behalf. Elms Creative is entitled to believe that employees and/or agencies acting on behalf of THE CLIENT from whom it has previously accepted orders shall be deemed an authorised representative of THE CLIENT whether notified in writing or otherwise. In the event that such persons are no longer authorised to place orders THE CLIENT agrees to notify Elms Creative in writing at least 4 weeks before authorisation ceases and takes over any authorisations made by such person. For clarity all persons and agencies from whom Elms Creative have previously accepted orders are regarded as authorised persons unless otherwise informed as outlined above.

2.3 - Approval THE CLIENT will be required to proof all work produced by Elms Creative and give approval for it to go to print. Elms Creative will also proof all work, but if there are any mistakes such as typos, Elms Creative will not be held responsible for any costs.

2.4 - Purchase Order Numbers Where THE CLIENT operates a specified ordering system it agrees to notify Elms Creative of the relevant details at the time orders are placed. It agrees to provide Elms Creative with all the relevant details to enable Elms Creative to comply with the system. Similarly if THE CLIENT subsequently introduces a new or revised ordering system it agrees to notify Elms Creative in writing immediately. In the event that THE CLIENT does not notify Elms Creative of any such new system, Elms Creative is entitled to regard orders placed or in the system as being subject to the same ordering system previously in operation. THE CLIENT may not use a failure by Elms Creative to comply with an ordering system for work that Elms Creative has undertaken in good faith as a reason for withholding payment.

2.5 - Acceptance of THE PROJECT THE CLIENT will be deemed to accept FINAL ARTWORK, printed material or goods for THE PROJECT unless it notifies Elms Creative within 7 days of receipt that it is unacceptable. Such notification must be in writing setting out clearly the reasons why the work is unacceptable. THE CLIENT agrees not to use work it has deemed unacceptable but to return it immediately to Elms Creative and to destroy all copies except those needed for the purpose of pointing out what is unsuitable. In the event of THE CLIENT deeming the work provided by Elms Creative as unacceptable, Elms Creative, if in agreement, reserve the right to be given 28 days to redo the work.

3.0 Intellectual Property

3.1 - Copyright Any material or systems or software created by Elms Creative or its agents remain the copyright of Elms Creative or its agents respectively and may not be commercially reproduced or re-sold unless by prior agreement with Elms Creative.

3.2 - Transfer of Copyright Unless specified otherwise, Elms Creative retain the ownership of copyright. Otherwise in an agreement in writing prior to commencement of THE PROJECT, upon full payment of all fees and costs for THE PROJECT, Elms Creative agrees to transfer the ownership of copyright to the client (if applicable). Elms Creative retains the right to utilize ANY artwork, designs, edits, revisions and work product from THE PROJECT in advertising, promotion and other display such as on the Elms Creative website and other Elms Creative assets. All artwork, designs, edits, revisions and work product created in THE PROJECT (other than the FINAL design accepted by THE CLIENT) remain the exclusive copyright and intellectual property of Elms Creative. Any use of this work project by THE CLIENT and/or their assigns is strictly prohibited without written, prior permission by Elms Creative.

3.3 - Ownership of files Unless specified otherwise, Elms Creative retain ownership of all files relating to the THE PROJECT. These shall be kept for a minimum of 12 months by Elms Creative and will be archived after 3 months after completion of THE PROJECT (unarchiving fee will apply if files needed for a new fee).

3.4 - Copyright Infringements Elms Creative is not responsible for any copyright infringements caused by or relating to materials provided by THE CLIENT or its agents. Elms Creative reserves the right to refuse acceptance of any material over which copyright may apply unless adequate proof is provided to us of the right to use such material.

3.5 - Credit Unless otherwise agreed, Elms Creative shall be accorded a credit line on all published, printed, and digital material, to read as follows:

• Published and Printed Material to read: “Designed By: www.elmscreative.com”.
• Digital Material to read: “Web Design | Elms Creative” or “Web Design and Development | Elms Creative”.

4.0 Confidentiality

4.1 - Ownership of Information All trade or professional information other than information in the public domain given to any of the parties or their respective employees by the other shall remain the property of the party giving that information. Each of the parties agrees to use all reasonable means to prevent the disclosure of any trade or professional information not in the public domain to any third party or to any of its employees or agents other than that required to carry out THE PROJECT. Elms Creative or its agents shall not be liable for any loss or consequence arising from the disclosure of any information provided by THE CLIENT its agents or third parties for the purpose of carrying out or becoming incorporated into THE PROJECT where THE PROJECT is intended for publication.

5.0 Termination Policy

5.1 - The Client and Elms Creative may terminate THE PROJECT based upon mutually agreeable terms to be determined in writing, any work produced by Elms Creative for THE PROJECT will be billable at this time and all artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of Elms Creative.

5.2 - Elms Creative may terminate THE PROJECT if THE CLIENT fails to pay any sum due pursuant to the contract within seven days of the final due date provided that written notice has been supplied. All artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of Elms Creative.

5.3 - Any party may terminate THE PROJECT if the other commits any material breach of any term of the contract and which shall not have been remedied within sixty days of a written request to remedy the same.

6.0 Payment Terms

6.1 - Schedule of Payment Based on our hourly rates. Regular billing periods (bimonthly, monthly) based on hours consumed or periodic approval points. Fee billing: 50% upfront before any design and development begins, 50% upon completion of THE PROJECT before any material can be put live/printed. Otherwise, a mutually agreed upon, Schedule of Payment may be made up in writing.

6.2 - VAT All prices quoted are exclusive of VAT.

6.3 - Credit Payment of our invoices by THE CLIENT is due within 14 days of the date shown on the invoice, unless agreed otherwise.

6.4 - Late Payment Penalties If any sum payable to Elms Creative in relation to THE PROJECT is in arrears for more than 14 days after the due date then Elms Creative reserves the right without prejudice to any other right or remedy to charge a fixed charge of £40 (debt under £1,000) or £70 (debt under £10,000) plus interest at 8% over the Barclay's base lending rate calculated on a day to day basis from the original due date until paid in full.

6.5 - Ownership of Goods All goods material and equipment provided by Elms Creative under this THE PROJECT shall remain the property of Elms Creative until paid for in full by THE CLIENT.

6.6 - Payment by Non-UK Based Companies Any bank charges associated with payment is to be met by THE CLIENT and not Elms Creative.

7.0 Web & Digital

7.1 - These are charged at £95 per hour (or part thereof) for brochure websites and £75 per hour for all others. If you want to introduce new material in the form of extra pages, additional functions, or more information than is already available on your site, this must be paid for as a new job.

7.2 - Hosting for small websites is charged per month at a rate of £9.99 plus VAT. No clients or third parties will be granted FTP (File Transfer Protocol) access to our servers or any of our affiliates. Where a CMS (Content Management System) licence and functionality is purchased, hosting is charged from £14.99 per month plus VAT. Elms Creative take no responsibility for any loss of business through non retrieval of emails, bounced messages or undelivered electronic mail.

Elms Creative take no responsibility for the content of emails including attachments and viruses. Cancellation of any website hosting or monthly management will result in the withdrawal of the hosting package and/or monthly maintenance after 48 hours. All hosting packages are non-refundable. Any hosting package chosen has a minimum contract of 12 months. Should the client request that a domain name purchased by Elms Creative on their behalf be transferred to another host, a release fee of £25 will be charged. Website hosting or monthly maintenance will be renewed automatically as part of the initial contract, but a notice period of no less than 7 days will be given at the time invoicing.

Clients must cancel their renewal in writing or email within this notice period, otherwise all charges will become payable and cancellation will NOT be accepted after this date, as monies will have been paid by Elms Creative on the client's behalf. It is not Elms Creative's responsibility if there is a delay in the transfer of a domain name held with another provider, and this will not be accepted as a reason to delay payment in full of all outstanding monies.

7.3 - Any systems, including eCommerce and Content Management System, provided to the client remain the intellectual property of Elms Creative Ltd. and as such no access is given to the source code or database. Systems cannot be transferred away from our provided hosting solution. eCommerce/CMS systems will be provided as an empty shop/site, and training will be given to the client(s) on using the system at an extra cost of £75 per hour rate. A delay in the client populating the e-shop/site will not be accepted as a reason for delayed payment as, once it is ready to be populated and training has been given, Elms Creative's job is done.

Elms Creative offers a service to populate the client's shop site/CMS on their behalf, and prices are available on request for this service. This does not include any photography, and where clients feel unable to create their own imagery of products, a photographer must be sought or you can use Elms Creative Photographers. Additional training and support packages are available, and again the prices for these services are available on request.

7.4 - In the case of a bespoke solution (website), upon settlement of all outstanding monies due to Elms Creative for the development/design of such solution, full copyright and title will pass to the client.

7.5 - Elms Creative guarantees all of its websites / bespoke software solutions provided to clients insofar as any faults or bugs will be rectified within a reasonable period of time so as not to interrupt the service provided by clients to their clients/users for an unacceptable time. Any software provided by Elms Creative proving to be faulty or defective will be repaired/replaced free of charge to the working standard equivalent to launch.

7.6 - Once a client has agreed a look and feel proof and instructed Elms Creative to proceed to build, any subsequent changes in style or design requested by the client will be charged for at the appropriate hourly rate.

7.7 - We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as these as part of our construction package.

This policy applies throughout your contract with Elms Creative: if a minor detail needs to be amended, we are more than happy to do so, free of charge. Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing/changing of images are not covered by this policy and must be paid for.

7.8 - You agree to pay a deposit of 50% of the final bill immediately. When we have finished building your site, we will put it live on our own server under a temporary name, which we will give you. After we have informed you of the site's location on our server, you have 48 hours to view the site and ask for any amendments to be made. The site can be kept live for a longer period if you specifically request this. After the 48-hour viewing period has elapsed, the invoice will be issued, as - apart from minor alterations or transfers onto other domain names - our work on the site is then complete.

Once the bill is settled in full, we will put the site live on its own domain name, or - if you have not yet selected one - it will remain live on our server. If you possess your own domain name, we will initiate whatever process is necessary to put the site live once the bill is settled.

You are not permitted to point your own domain name to the test site on the Elms Creative server. If this is found to be the case, we reserve the right to remove the site from our server. All deposits are non-refundable.

8.0 Artwork & Print

8.1 - If the sales representative has provided you with a proof, your signing this agreement confirms that you agree to the design and contents of the printed document as depicted on the proof. By signing this agreement, you absolve Elms Creative of all liability for any errors, omissions or discrepancies, which may be present on the proof. Once you have signed this agreement and proof if supplied, you are not able to make any changes to the final product, nor are you able to hold Elms Creative responsible for anything you are unhappy with. This contract revokes your right to take any kind of action against Elms Creative for any aspect of the work with which you are later dissatisfied. Signing this contract means that, as long as the finished product is as discussed with the sales representative and consistent with the proof if supplied, you must pay in full for the work.

This fact applies whether or not you later take issue with any aspect of the product. These terms are final and non-negotiable. This is your final opportunity to make changes to the content.

8.2 - If a change is requested, we will do everything we can to make the correction before the printing starts, but we cannot guarantee this. We accept no responsibility, under any circumstances, for any mistakes present on the completed work, as the signing-off of a proof absolves us of all liability (see "Proof Agreement" above). Once the proof is signed off or agreed, whether verbally or via email, we incur a film/plate(s) charge and this is passed on to you as part of the total charge (see "Price Breakdown"). Any changes made after a proof is signed off will result in a further film/plate(s) charge.

8.3 - Every effort will be made to obtain the best possible colour reproduction on customer's work but because of the nature of the processes involved, Elms Creative cannot guarantee an exact match in colour or texture between any materials with which you supply us, and the printed article. Our budget business cards do not have a guaranteed specification and we reserve the right to vary stock or quality as either we see fit, or circumstances/availability dictate. If the exact specification is important, the cards must be ordered as a bespoke job.

8.4 - Every effort is made to produce the exact quantity of items ordered. However, some variation is inherent in the print process and so you accept that minor variations in quantity are possible. These do not affect the price charged.

8.5 - Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Elms Creative within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to Elms Creative and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch).

All other claims must be made in writing to Elms Creative within 28 days of delivery. Elms Creative shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that:

• it was not possible to comply with the requirements and
• advice (where required) was given and the claim made as soon as reasonably possible.

8.6 - All materials (including but not Ltd to film, plates, negatives and positives) produced and used by Elms Creative during the production process remain the property of Elms Creative. Where the client provides these materials, they remain the property of the client. Elms Creative reserves the right to dispose of lithographic work immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for the safekeeping of the materials.

8.7 - New customers agree to pay a deposit of 50% of the final bill upon ordering, and to pay the outstanding balance on delivery of the completed work. Existing customers agree to adhere to the terms stated on the invoice. All deposit payments are non-refundable.

9.0 Loss & Liability

9.1 - Elms Creative reserves the right not to print any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies us in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.

9.2 - Elms Creative accept no liability whatsoever for consequential or third party losses, resulting in a delay in delivery however caused.

9.3 - Elms Creative accept no liability whatsoever for financial loss or loss of earnings arising from products or services provided by Elms Creative.

9.4 - Elms Creative accept no responsibility if we are unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract.

During the continuance of such a contingency you may, by written notice to ourselves, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

9.5 - Elms Creative shall not be liable for any loss to the customer arising from delay in transit caused by circumstances beyond Elms Creative's control.

9.6 - Any customer ceasing to pay their debts in the ordinary course of business or proving unable to pay their debts as they become due or, being, a company, is deemed to be unable to pay its debts, or has a winding-up petition issued against it or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against it, Elms Creative, without prejudice to other remedies, shall.

• have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to it, and
• in respect of all unpaid debts due from the customer, have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as we think fit and to apply the proceeds towards such debts.

10.0 Governing Laws

10.1 - These TERMS AND CONDITIONS shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.