Work carried out will be subject to these terms and in accordance with an agreed brief between the client and Creative Management - Engine (CME). For simplicity work whether design, consulting or other service agreed is referred to as “assignment” in the terms and conditions.
Any modification will be agreed in writing either by a particular proposal or offer letter. The only person/s authorised to agree / modify terms on behalf of CME is a Company Director.
An estimate of charges and related expenses in respect of the assignment shall be provided in the proposal and remain valid for three months from the date of submission. Unless specifically stated in the proposal, it is not to be construed as an offer to perform the assignment within a fixed time or at a fixed price.
The estimated charge covers all consultants’ time spent on the assignment, whether at the client’s premises or elsewhere. Where fees are quoted at a daily rate, the normal working day will be 7 hours (excluding lunch and other breaks).
Unless stated in the proposal and / or the client elects to make advance payments on account, all charges are invoiced monthly and are payable within 14 days. Interest will be charged at 3% above the base rate of The Royal Bank of Scotland on overdue accounts 30 days after due payment. Our services may be terminated on either side by one calendar month notice in writing. Fees and expenses to the date of termination are due and payable by the client.
Consultants are assigned to a project on the understanding that the client will not, either during the assignment or for a period of one year after completion of the assignment, offer employment to any of the consultants concerned. However, should the client wish to vary the terms of this clause, it can be negotiated as necessary.
Each proposal document is produced solely to describe the work schedule we would undertake for the client, if appointed, in order to fulfil the brief. The copyright in the proposal belongs to CME. In the event that CME is not requested to undertake the work described within three calendar months from the date of the proposal, the right to have all copies of the proposal returned is reserved.
The client warrants that they will respect the copyright and IPR involved in the proposal and not pass or utilise the information provided without due reference to the source.
All surveys, forecasts and recommendations contained in the submitted reports are made in good faith based on information provided to CME at the time of the assignment. Successful implementation of the report depends, amongst other influences, on the effective co-operation of the client and the client’s staff. It will also depend on the allocation of appropriate resources, both of funds but also time, as will be set out in the final report/s.
Neither CME nor the client shall be held liable in any way for failure or delay in performing their obligations under the agreement. This is provided such failure or delay is due to causes outside the reasonable control of the party in default.
Any advice given by CME is in confidence and acceptance of the proposal/s requires the client’s commitment to keep confidential any proprietary materials utilised in the course of providing consultancy services.
CME maintains professional indemnity cover on standard cover and terms for work carried out on behalf of clients. This is restricted to a maximum standard cover of £1,000,000. Should clients require a higher level of cover this will be subject to additional cost to be ascertained. Other insurances e.g. public liability, employers liability is maintained at suitable levels with details available on request.
CME will retain all intellectual property in reports and other materials prepared in the course of the assignment. However, the client will have the full right to use such materials within their own organisation as required. If the clients wish to publish it, or use it for any other purpose outside their own organisation, permission will be required from CME. Such permission will not be unreasonably withheld provided due acknowledgement is given as to source. CME will likewise request permission from the client before releasing any report or information that is generated from the assignment.
Any design, copywriting, drawing, idea or code created for the customer by CME, or any of it's contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of CME and any of it's relevant sub-contractors.
All design work- where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. CME will not be held responsible for any and all damages resulting from such claims. CME is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold CME responsible for any such loss or damage. Any claim against CME shall be limited to the relevant fee(s) paid by the customer.
The client agrees to CME’s definition of acceptable means of supplying data to the company. Text is to be supplied to CME in electronic format as standard text (.txt), MS Word (.doc) on floppy disc, or CD-ROM, or via e-mail.
Images which are supplied in an electronic format, are to be provided in a format as prescribed by CME via floppy disc, CD-ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and CME will not be held responsible for any image quality which the client later deems to be unacceptable. CME cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials. 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.
Design Project Duration
Any indication given by CME of a design project's duration is to be considered by the customer to be an estimation. CME cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by CME for the initial payment or by date confirmed in writing by CME.
Rights of Access for Website Construction
The client agrees to allow CME all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow CME access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions. The customer agrees to provide CME with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
Design Project Completion
CME considers the design project complete upon receipt of the customer's signed Approval form. Other services such as printing, display panel production, filmwork, website uploading, publishing etc either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.
The customer agrees to allow CME to place a small credit on printed material exhibition displays, advertisements and/or a link CME own website on the customer's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The customer also agrees to allow CME to place websites and other designs, along with a link to the client's site on Creative’s own website for demonstration purposes and to use any designs in its own publicity.
CME makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. CME will not be held responsible for any and all damages resulting from products and/or services it supplies. CME is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold CME responsible for any such loss or damage. Any claim against CME shall be limited to the relevant fee(s) paid by the customer. CME reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. CME will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
CME and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. CME recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. CME reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
Website design only:
Once web design is complete, CME will provide the customer with the opportunity to review the resulting work. CME will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to CME by e-mail or fax and confirmed by post. CME will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
CME does not offer in-house hosting services. CME can only suggest possible sub-contractors and does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. CME may request that clients change the type of hosting account used if that account is deemed by CME to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees due to the hosting organisation are the responsibility of the client and CME are not liable for their payment.
CME cannot guarantee the availability of any domain name. Where CME is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.
Search Engine Submission:
Due to the infinite number of considerations that search CMEs use when determining a site's ranking CME cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
Acceptance of Quotation and Terms and Conditions:
The placement of an order for design and/or any other services offered by CME and validated by the customer's signature on the estimate or quotation 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 CME.
Normal terms of payment will be 50% on commission, 25% at half-way point in exercise and 25% plus expenses due on completion, unless otherwise agreed in writing.
Rights of Refusal:
CME will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. CME also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that CME does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow CME to remove the contravention without hindrance, or penalty. CME is to be held in no way responsible for any such data being included.
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, CME will need formal notification in writing to the company's postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by CME within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
If at any time any question, dispute or difference, of whatever nature, arises in relation to, in connection with or out-with the terms of reference. This will include its validity, construction and performance either party may give notice in writing to the other, short particulars of each point in issue. Should the parties not resolve the points at issue, this shall be referred to the decision of an arbiter in Scotland. Failing the agreement of the parties within 14 days to the name of a suggested arbiter, they shall seek guidance of the President, for the time being, of the Law Society of Scotland. The costs and expenses of any such arbiter shall be borne as he may direct.
The terms of this agreement shall be subject to and construed in accordance with Scots Law. The terms of this agreement shall be subject to and construed in accordance with Scots Law.