Effective Date: May 14, 2018
These standard Terms and Conditions provide the basis for a good working relationship between us (“Force Nine”) and you (the “Client”). These terms form an integral part of the agreement between Force Nine and the Client for any works/services undertaken or to be undertaken by Force Nine.
1. Except for the reserved rights described in the paragraph below, all services provided and all materials Force Nine produces on the Client's behalf will only become the Client's property upon full payment of all set invoices.
2. Force Nine reserves the right to:
a. use work produced for the Client as part of its portfolio materials in both its online and offline portfolios;
b. add the Client's name to Force Nine's publicly displayed client list; and
c. use any work produced for the Client in design competitions, publications, exhibitions, or for other promotional purposes.
3. Any material or ideas prepared or submitted to you that you choose not to use, produce, or for which you have not paid our invoices, within 60 days of submission to you, will remain Force Nine’s property (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.
4. The Client and Force Nine each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Force Nine, and enforceable in accordance with its terms.
5. This agreement represents the entire agreement between the Client and Force Nine, and may only be changed or modified in writing and with the approval of both parties.
6. Neither the Client nor Force Nine may assign or transfer their interest in this agreement without the written consent of the other.
7. Schedules or time estimates are subject to change upon notification in writing by either party. Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks. Force Nine cannot be held responsible for delays caused by the Client.
8. In addition to our fees, you agree to pay either Force Nine or a third party provider directly for any charges Force Nine incur to complete any project taken on for the Client. Third party charges will be treated as expenses and will be billed separately.
9. Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.
10. Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate of 50% of Force Nine’s hourly rate.
11. The Client will appoint a single representative of the Client with full authority to provide necessary information required by Force Nine and to provide approvals.
12. The Client will be required to proofread and approve all elements of final designs. Approval must be provided before any production can continue and artwork is released.
13. Corrections, if required, will be identified on proofs, artwork, facsimiles, or digital proofs and submitted for Force Nine to revise and resubmit for client approval.
14. Final approval along with any final payment is required on every project and must be marked “Approved” with the name or initials of the individual who is authorised by the Client to approve artwork, before for artwork release and any production.
15. Written confirmation via Text (SMS), Email or Letter from the Client will constitute authorisation and approval.
16. Additional charges will apply when materials are submitted by the Client in a form that prevents them from being readily used and applied at recognised professional standards. An example would be to recreate a low-resolution logo image file into a vector file.
17. In those instances where the Client assumes responsibility for production, printed proofs, copies, prototypes and mock-ups must be approved by Force Nine prior to use. Force Nine shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project (hourly rates will apply).
18. When Force Nine is engaged in a supervisory function and assumes responsibility for production on behalf of the Client, the Client agrees to abide by the decisions made by Force Nine.
19. Unless otherwise noted, the Client’s payment schedule is tied to the project’s milestones as described in a written quotation or contract. Typically these are:
a. 50% deposit upon quotation or contract acceptance
b. 50% balance due upon acceptance of the final design, after which final artwork is supplied.
20. Unless otherwise noted, the Client’s payment schedule is tied to the project’s milestones as described in a written quotation or contract. Typically these are:
a. 50% deposit upon quotation or contract acceptance
b. 50% balance due upon acceptance of the final prototype, after which the website will be launched.
21. Force Nine’s accounts will include taxes on fees and expences that are applicable by law and our accounts are due and payable upon receipt, unless otherwise stated on the invoice. If our invoices are not paid within 30 days of their stated payment terms, interest will be charged on the outstanding balance at the monthly rate of 5%, compounded monthly, until they are paid.
22. The Client agrees that Force Nine is entitled to claim authorship of the design, and will be permitted editorial credits to Force Nine on all published or manufactured work. The Client must obtain Force Nine’s consent in writing before Force Nine’s name is reproduced in any finished product or other published material by the Client.
23. The Client may provide Force Nine with a number of samples or photographs of each printed or manufactured design. These samples will represent the highest quality of work produced.
24. This agreement may be terminated by Force Nine for any reason.
25. On termination of a project, or any part of it, for any reason, the Client will pay Force Nine for the work completed to date, along with all expenses incurred on the project. Any advance of fees provided will be credited against the amount due.
26. In the event of termination, Force Nine will retain all copyright regardless of if the fees agreed to in advance have included the assignment of the copyright.
27. Due to the nature of bespoke work, whether in terms of design or manufacture; all deposits are non-refundable.
28. The Client will provide accurate and complete information and materials to Force Nine, and warrants and guarantees that all materials are owned by the Client or that the Client has all necessary rights (including copyright and waiver or moral rights) in such materials, to allow Force Nine to use them for the project.
29. We will use our reasonable best efforts to guard against any loss to you caused by the failure of media, suppliers, or others to perform in accordance with their commitments, but we will not be responsible for any such loss or failure on their part, or any destruction or unauthorised use by others of your property.
30. Force Nine is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by Force Nine for errors or damages resulting from such errors.
31. Force Nine will not be responsible for delays in delivery caused by acts of God, strikes, fires, floods, or any other similar circumstances beyond Force Nine’s control.
32. You agree to indemnify Force Nine, its employees, contractors and agents against all third-party claims (including, without limitation, reasonable lawyers’ fees) arising from or relating to any content or materials provided to Force Nine by you or in relation to the use by you, or anyone else, of materials produced by Force Nine at your request.
33. All indemnification obligations shall survive the termination of our services.
34. This agreement and all terms and conditions will be governed and construed in accordance with the laws of the United Kingdom.