Terms and Conditions
These Terms and Conditions apply to all Services provided by us, Brandiful Design Ltd, Contingent Works, 3 Broadway Buildings, Elmfield Road, Bromley, Kent, United Kingdom, BR1 1LW
(referred to as “we/us/our”).
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings:
1.2 Each reference in these Terms and Conditions to:
1.2.1 “writing” and “written” includes emails;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.4 a clause is a reference to a clause of these Terms and Conditions; and
1.2.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.
1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
“Consumer” is as defined in the Consumer Rights Act 2015; “Contract” means the contract formed between you and us, as detailed in clause 2;
“Client/You/Your” means you, the Consumer, business, or corporate body purchasing the Services.
“Graphic Design Services” may include logo design and branding; print design and stationery; infographics; illustration; 3D design and visualisation; web design, or such other services as specified in our Proposal.
“Proposal” means our estimate for providing the Graphic Design Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works. This may be by way of a formal fee proposal or an email confirmation;
“Services” means the graphic design services to be provided by us to you as detailed in our Proposal; and
“Website” means www.brandiful.uk
2. How the Contract is Formed
2.1 These Terms and Conditions govern the sale of all Services provided by us and will form the basis of the Contract between you and us.
2.2 At an initial, complimentary, meeting, zoom meeting or call, we will ask questions to understand your requirement and explain our process, services, pricing, and timelines.
2.3 Following this meeting, zoom meeting or call, we will provide you with a Proposal for the Services you have requested. This will be based on the brief given by you at this initial meeting or call. All details of the project or any relevant information must be given to us fully and to the best of your knowledge. A legally binding Contract between you and us will be created when you accept our Proposal. Before accepting our Proposal, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask us for clarification. No terms or conditions issued or referred to by you in any form will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.4 Any Proposal we may send is based on the information provided us at the time we prepare it. If any errors or discrepancies become evident which affect our price, we reserve the right to make adjustments to it.
3. Graphic Design Services
3.1 We will ensure that our Services are provided with reasonable care and skill and in accordance with best trade practice. Our Services, and any guidance we provide, will be from a graphic design perspective only; you must gain specialist advice from printers, manufacturers, or other specialist contractors where applicable.
3.2 If you require any additional services after accepting our Proposal, we will provide you with a further Proposal, which must be accepted by you in writing before we will proceed.
3.3 We will provide our designs and plans digitally and have included for this in our Proposal. If you require printed materials, we will charge for our costs in providing these.
3.4 It is the client’s responsibility to check that the proposal meets their needs. Where a change in requirement results in additional work, this will be chargeable. Examples include reformatting a web logo so that it is suitable for print, and re-sizing logos to a different shape.
3.5 We may provide suggestions for products or other services to be provided as part of your project. You are under no obligation to accept these suggestions but if you decide to, you will need to ensure the relevant supplier is suitable for your needs. A separate contractual relationship will be created between you and the supplier, under separate terms and conditions. You will be responsible for making arrangements and paying the supplier directly and they will be liable to you directly for their actions or inactions.
3.6 If we agree to meet with you, we reserve the right to charge for our mileage and travelling time. Mileage will be charged at 90p per mile unless otherwise agreed. We require a minimum of 48 hours’ notice if the agreed meeting date or time is to be changed. If we receive less than 48 hours’ notice, we reserve the right to charge for any costs incurred by us.
3.7 Any timescales we provide are for guidance only and are not of the essence of the Contract.
3.8 You are responsible for confirming the accuracy and completeness of any information that is provided.
3.9 You agree to correspond strictly through online communication using email and allocated, previously arranged calls in 15-minute blocks up to a maximum of 4 hours, unless otherwise agreed in writing. You agree to pay our hourly rate for unscheduled phone calls, and texts not previously agreed or above the 4 hours.
We will accommodate a maximum of two revisions to your chosen design. Any further alterations, any changes to the original brief, any changes required after you have approved the design, works required outside of our normal working hours (Monday to Friday, 9am – 4pm excluding bank holidays) or any additional visits required above the allowance included for in our Proposal will be chargeable at our hourly rate applicable at the time.
4. Price and Payment
4.1 Our standard payment terms for Graphic Design Services projects are as follows:
4.1.1 50% of the quoted fee is payable as a deposit once our Proposal is accepted. We will be unable to undertake or commence the works until this deposit has been paid in full. Deposits are non-refundable once work has commenced.
4.1.2 The remaining 50% is payable at the point the tasks set out in the proposal are completed and any deliverables have been provided to the client. At this stage, the job is closed, and any further work requested will be chargeable at our standard hourly rate.
4.1.3 We reserve the right to issue additional progress invoices and the final invoice at any time if the Services are delayed through no fault of our own.
4.1.4 We also reserve the right to request 100% of the quoted fee up front at our sole discretion and for projects under £200 and will specify this in the Proposal.
4.2 Unless otherwise agreed, our standard hourly rates are as follows: 4.2.1 Director £100.
4.2.2 Graphic Designer £50.
4.3 All quoted prices include VAT where applicable.
4.4 All invoices are payable immediately or within 7 calendar days from the date of invoice, without set-off, withholding or deduction.
4.5 If you do not make payment to us by the due date, we will stop providing our Services and will charge you interest on the overdue
sum at the rate of 4% per annum above the Bank of England base lending rate from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, both before or after judgment. This will not apply if you have promptly contacted us to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing.
4.6 Should the works be delayed or postponed for a period of 6 months or more, through no fault of our own, we reserve the right to review and amend our fees and will notify you of this.
5. Cancellation Within the Cooling Off Period
5.1 If you are a Consumer, you have a statutory right to a “cooling off” period within which you can cancel the Contract for any reason, including if you have changed your mind, and receive a refund.
5.2 In the case of Services, this period begins once the Contract between you and us is formed and ends at the end of 14 calendar days after that date. If you wish to cancel the Contract within the cooling off period, you should inform us immediately by post or email.
5.3 If you wish for our Services to start within the cooling off period, you must make an express request for us to do so. You acknowledge and agree that if you do so, you will lose your right to cancel if our Services are completed within the 14 day cooling off period. If we have begun providing our Services, you will be required to pay for the Services we have provided up to the point at which you inform us of your wish to cancel.
5.4 If you wish to exercise your right to cancel under this clause 8, you may inform us of your cancellation in any way you wish. To meet the cancellation deadline, it is sufficient for you to send your cancellation notice before the cancellation period has expired. If you do so, we will refund any sums paid to us under the Contract within 14 days, using the same method you used to make payment, unless you request otherwise.
6. Cancellation After the Cooling Off Period and for Business Clients
6.1 After the expiry of the cooling off period set out in clause 8 or if you are not a Consumer, you are required to provide us with a minimum of 14 days’ written notice if you wish to cancel the Contract. In the event of cancellation, we will invoice you for the Services provided up to the date of cancellation. Upon receipt of payment, we will hand over all works completed by us up to the date of cancellation in relation to the Contract.
6.2 Either Party may cancel the Contract immediately if the other:
6.2.1 has committed a material breach of this Contract, unless the breach is capable of remedy, in which case this right to terminate will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
6.2.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
6.3 Cancellation of the Contract for any reason will not affect the rights and liabilities of the Parties already accrued at that time and any clauses that are stated to continue in force after termination will not be effected.
6.4 Delays due to printers or other third-party delays cannot be claimed against us.
7. Our Liability
7.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms and Conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence or if it is contemplated by you and us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
7.2 If you are not a Consumer, we will not be responsible to you for any loss of profit, loss of business, interruption to business, loss of any business opportunity or for any other indirect or consequential loss. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you for the Services.
7.3 We will use our own exclusive judgement when deciding upon
artistic factors required for the provision of the Services. To the extent permissible by law, we will not accept liability, and no refunds will be offered, in the unlikely event that you are dissatisfied due to a matter of personal taste.
7.4 Nothing in these Terms and Conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
7.5 Nothing in these Terms and Conditions seeks to exclude or limit your legal rights as a consumer, where applicable. For more details on your legal rights, please refer to your local Citizens’ Advice Bureau or Trading Standards Office.
7.6 We may provide referrals or recommendations to other companies. However, the decision regarding their suitability rests with you and we accept no liability for their actions or lack of actions.
7.7 We cannot be held responsible for issues or defects in our Services where we have relied on information provided by you or other companies instructed by you.
8. Intellectual Property Rights
8.1 We own (and retain) all intellectual property rights subsisting in any and all designs we create.
8.2 The Client is granted a non-exclusive licence to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you. The licence will become effective once the final design is provided. You may not sub-licence these intellectual property rights without our prior written permission.
8.3 We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
8.4 Any licence granted shall be automatically revoked if you breach any of these terms and conditions or if the Contract is cancelled in accordance with clauses 5 or 6.
8.5 The licence will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you. These cannot be used without our express permission.
8.6 We will issue work through WeTransfer, FTP, Outlook, and SharePoint. Any log-in is for the named client only.
8.7 We will issue designs in our standard, non-editable format only. If you require CAD or other information which could be manipulated by others, please inform us in advance.
8.8 You warrant that any document given to us will not cause us to infringe the intellectual property or other legal rights of any third party.
8.9 Occasionally, we may wish to feature a project on our website or in our marketing material (print or digital). We will not do this without prior written permission. We will gain your written permission prior to featuring your project in our marketing material (print or digital).
9. Events Outside of Our Control (Force Majeure):
We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action, epidemic or other natural disaster, or any other event that is beyond our control.
10. Complaints and Feedback
10.1 We always welcome feedback from our clients and, whilst we always use all reasonable endeavours to ensure that your experience as a client of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.
10.2 If you wish to complain about any aspect of your dealings with us, please contact us in writing in the first instance. We will respond to your complaint within 14 days.
11. How We Use Your Personal Information:
All personal information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the General Data Protection Regulation 2016 (“GDPR”) and your rights under the GDPR.
12. Other Important Terms
12.1 Please note that our working hours are 9am – 4pm Monday to Friday.
12.2 We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if we sell our business). If this occurs you will be informed by us in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
12.3 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.
12.4 The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
12.5 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions and the remainder will be valid and enforceable.
12.6 No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
13. Governing Law and Jurisdiction
13.1 These Terms and Conditions (and the Contract), including any non-contractual matters and obligations arising from them or associated with them, will be governed by, and construed in accordance with, the laws of England and Wales.
13.2 Any dispute, controversy, proceedings or claim between us and you relating to these Terms and Conditions (or the Contract) (including any non-contractual matters and obligations arising from them or associated with them) will fall within the jurisdiction of the courts of England and Wales.