The Agency
means Dsquared Limited; a creative design, digital and marketing agency registered in England and Wales with Agency number 5817916 whose office is at The Old Scotgate, 5 Scotgate, Stamford, Lincolnshire, PE9 2YB.
The Client
means any company, firm, individual or other party who seeks the Services of the Agency.
Authorised Representatives
means in the case of the Agency, any director, and in the case of the Client, any director, partner or sole proprietor.
Services
means provision of creative design, web development and marketing services, including materials and other services provided by the Agency for the Client.
Creative
means concepts, design, artwork, animation, photography, videography, copy writing carried out by the Agency.
Materials
means design visuals, digital reproduction/artwork, films, display material, printed items, digital media and all items akin to the above.
The Project
means the design, digital and/or marketing assignment the Client has requested from the Agency.
The Sub Contractor
means printers, exhibition display organisers, web hosting providers, bureaus and other suppliers engaged by the Agency.
Approval
means either verbal or written authorisation from the Client to proceed with the Project.
Following a discussion, workshop or face to face meeting to understand the requirements, the Agency will provide the Client with an estimate. The costs provided on estimates are based upon what we anticipate the creative time and production requirements will be, based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval.
Costs provided allow for presentation of creative options answering the brief for the Client to choose from. In the unlikely event that the Client is not satisfied with the first round of presented work, the Agency will develop a further round of additional creative development and presentation.
The Agency include up to 2 x amendments within the costs, any changes thereafter will be chargeable. Should the Client wish to make significant changes to the original brief, the Agency will revise costings and provide an updated estimate.
Where a Sub Contractor is employed by the Agency, the Agency shall get an estimate from the Sub Contractor and seek the Client’s approval to the Sub Contractor’s fees.
If an estimate has been provided where a Project will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before the Agency is able to progress to the next stage.
No creative or development work will commence until the Agency has received written approval of the estimate and/or a purchase order from the Client.
All estimates are valid for thirty days from the date of the estimate.
VAT will be added to all invoices at the rate applying at the appropriate tax point, unless a VAT exemption certificate can be provided.
Creative work will begin once the Client has agreed costs and given confirmation to proceed.
Websites and web pages built from a graphic design visual may not exactly match the original design due to the difference between the display in design software and the rendering of web code by Internet browser software. The Agency agrees to match the design as closely as is possible when building the code but may not be able to create an exact replica of the original design.
Web development projects will be designed for
There may be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g the agency printer, the client’s printer, the image setter, the screen or monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the Client. The Agency does not accept any responsibility for colour variations as a result of these indeterminate factors.
Proofs of all work may be submitted for the Client’s Approval and the Agency shall incur no liability for any errors not corrected by the Client in proofs so submitted. The Client can make up to 2 x sets of amendments; text changes and image changes. The Agency cannot be held responsible for ‘missing features’ if they were not included or requested in the original brief. Additional amendments, alterations and additional proofs necessitated thereby shall be charged by the hour. If the requested changes require a rework or redesign, additional charges will be incurred, again by the hour.
At the end of each stage of the process (including - but not limited to - before sending an item to print or publishing a website etc) the Client will need to ‘sign-off’ their Approval either in person or by email. No further development can be undertaken until the Agency is in receipt of Approval confirmation. Any amends to work after final signed off Approval may incur additional charges for further time spent.
Where pre-production proofs or drafts are submitted for Approval to the Client, the Client shall be responsible for the correction of errors or omissions and the Agency shall bear no liability whatsoever in respect of any errors or omissions subsequently discovered. Should any approved artwork or design be in production requires an amendment, the client is liable to pay the full cost or the production as quoted, plus the amount for the time taken to make the amendments and resend to production.
The Agency recommends that the Client uses their preferred print suppliers where possible and is able to provide contact details for the Agency to liaise directly.
Deadlines are estimated based on the initial brief. The Agency will do its very best to ensure that agreed timelines are adhered to. This however relies on clear cooperation from the Client; amendments, additional requirements, changes to the spec and delays in communication will affect the deadline. The Agency will not be held liable if the project over-runs due to delays caused by the Client passing information or approval, or any third party issues or force majeure (act of God).
The Agency will take all reasonable steps to ensure that the project brief quoted for the Client functions as intended.
Should the Client report that any part of the project is not functioning as per the brief, the Agency will investigate and take corrective action.
Any reports of any part of the project not be functioning that falls outside of the original project brief, the Agency will investigate and provide an estimate to carry out the additional work.
Should the Client make their own edits or amendments to completed works, the Agency will charge for making subsequent corrections to rectify any issues caused.
All Creative carried out by the Agency shall remain the intellectual property of the Agency until the Agency has received full payment from the Client. Once ownership of the Materials has been handed over to the Client, the Agency will keep a copy of original source files for a maximum of 3 years as a back-up. The Client can request a back-up once the Agency has received payment for the completed project.
All Creative and Materials provided by the Client for use in the preparation of and/or incorporation in the Project undertaken shall remain the sole property of the Client, and the Client shall be the sole owner.
The Agency will never knowingly infringe any copyright or trademark and will deliver, to the best of its knowledge, original and unique creative concepts. Unless otherwise agreed in writing, it is the responsibility of the Client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.
It is the responsibility of the Client to ensure that all published content is truthful and can be substantiated so as to comply with the British Code of Advertising Practice (for the time being in force), consumer protection legislation and other codes under the general supervision of the Advertising Standards Authority.
For all web related projects, unless specifically stated, the Client will retain 100% ownership of the website design and content only. Web code is specific to each project and is non-transferable to other projects or third parties. Ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations.
Should the Client wish to cancel any commissioned design or digital projects, for whatever reason, the Agency will require formal written confirmation of the cancellation or request to stop work. The Client will be invoiced for all work carried out to date, whether or not the project is fully complete. Invoices must be paid within 30 days. Any cancellation which is not formally confirmed in writing, the Agency will charge for the full estimated cost of the project.
Should work be suspended at the request of or delayed through any default of the Client for a period of 30 days the Agency shall immediately upon the expiry of the 30 day period be entitled to invoice for work already carried out, materials specially ordered and other additional costs.
Unless otherwise agreed in writing the Agency will invoice for Projects once the Project is completed e.g on release of artwork to Sub Contractor, publishing of website, sending of e-shot etc. Unless other credit terms have been expressly agreed in writing, all accounts are due for payment on or before 30 days following date of dispatch of invoice.
The Agency reserves the right to stop work on the Client’s project should any invoice not be paid. Non payment will result in legal action being taken if necessary.
The Agency will, at its discretion, provide the Client with end-artwork in its final form (e.g. high- resolution print-ready PDF; DVD master; outlined EPS file etc). The Agency does not by default provide Clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any working or development files, rejected concepts and designs, images or documents generated throughout the Project. Ownership and copyright of all unused or rejected files, documents and designs will reside with the Agency.
All the Client work and Agency material will be treated in confidence by the Agency during the project.
The content and concept of any scheme, design, plan, prototype, or any other material or service without limitation supplied by the Agency or revealed to the Client by the Agency shall be treated as having been disclosed to it in confidence.
Where the Agency has sub-contracted any part of its rights and obligations under the Contract, any such sub-contractor (subject to approval by the Client) may be passed such confidential information as may be necessary for such purpose.
The Agency will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the Client. We will act reasonably to protect such information and treat it as strictly confidential.
The Agency reserves the right to work on behalf of competing companies, subject to confidentiality agreements being maintained.
In accordance with the new GDPR regulation that is in effect as of May 2018, the Agency has set out what data it holds, why such data is held , how it held and what the it does with the data.
What information does the Agency hold?
The Agency limits what personal data is held.
The Agency only holds limited information which is necessary, relevant and adequate to carry out design projects and services that Clients may request. The Agency will hold a Client's name, job title, email address and telephone numbers and the type of design services that the Client uses and interests them.
How does the Agency use this information?
The Agency will collect Client information to carry out its Services and any related Services the Client may request. In doing so, The Agency may use the personal information that the Client has shared for purposes related to the Services provided, business updates and general communications.
The information the Agency has is information that Clients share with the Agency through conversations, meetings, referrals and introductions, requests for quotations, requests for further information etc.
Project information is held on a GDPR compliant online service. Client data will be assigned against each Project undertaken by the Agency for the Client. Correspondence emails between the Agency and the Client will be assigned to the Project.
Client data is stored in a GDPR compliant place including The Agency’s desktop devices (PC and MAC), Google Drive, Xero accounting software and Workflow Practice Management from Xero. To view how Xero handle the data we hold please visit GDPR Centre from Xero.
How do we share Client information?
The Agency will only share data with third parties when it is necessary to carry out a service. For example, giving a Client name and address to a printer or courier so they can deliver an order, or provide a service. The Agency will not sell, rent, lease, or give away Client data, Client lists, email addresses or any other personal information unless required by law to do so.
The Agency may, from time to time, gather specific data from user browsers as visitors enter and exit the Agency’s website. The data is anonymised data, collected via Google Analytics and Facebook Pixel. This information is standard, and contains data such as referring URL, pages viewed, and amount of time spent on the site. This data is used for internal calculations of traffic, platform, and download counts.
Clients have the right to access what personal information the Agency holds about that Client and make corrections if necessary. Individuals also have the right to withdraw any consent previously given to the Agency and ask the Agency to erase information it holds.
If the Client requests that their data is to be removed, the Agency will delete it within 1 month, or in the case of email campaigns, Clients can remove themselves with the unsubscribe button.
The Client agrees to indemnify the Agency and keep the Agency indemnified and hold the Agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The Agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The Agency will not be held responsible for any delays, errors or losses arising from any third party.
Appropriate credit and acknowledgement for work produced by the Agency should be attributed to the Agency where possible (e.g. written in small text on the back of a printed item or at the bottom of a website).
Unless agreed otherwise, the Agency may include completed Client Projects as part of its customer case study and online showcase promotion programme.