terms & conditions
printer friendly version1 Definitions
As used herein and throughout this Agreement:1.1 "Agreement" means the entire content of this Basic Terms and Conditions document and the Proposal document(s).
1.2 "Client Content" means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 "Copyrights" means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law.
1.4"Deliverables" means the services and work product specified in the Proposal to be delivered by Riflebird Ltd to the Client, in the form and media specified in the Proposal.
1.5 "Designer Tools" means all design tools developed and/or utilised by Riflebird Ltd in performing the Services, including without limitation existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.
1.6 "Final Art" means all creative content developed or created by Riflebird Ltd, or commissioned by Riflebird Ltd, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, ounds, typographic treatments and text, modifications to Client Content, and Riflebird Ltd’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7 "Final Deliverables" means the final versions of Deliverables provided by Riflebird Ltd and accepted by the Client.
1.8 "Preliminary Works" means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Riflebird Ltd and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.9 "Project" means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.10 "Services" means all services and the work product to be provided to Client by Riflebird Ltd as described and otherwise further defined in the Proposal.
1.11 "Third Party Materials" means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.12 "Trademarks" means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client.
2 Performance
2.1 Accordance. The Project shall be in accordance with, and signed in agreement by you, the Client.2.2 Cancellation. If for any reason the Client suspends the work in progress or if Riflebird Ltd is delayed by the Client, the Client shall be responsible for any loss incurred by Riflebird Ltd.
2.3 Delay. If Riflebird Ltd is delayed in completing the work as a consequence of the causes mentioned in 2.2, Riflebird Ltd shall be allowed a reasonable extension of time.
2.4 Sub-contracting. Riflebird Ltd reserves the right to sub-contract any work that may be necessary.
2.5 Ownership. Riflebird Ltd shall have absolute ownership of all work produced for the Client, until the Client has paid all outstanding sums due to Riflebird Ltd.
3 Proposal
3.1 The terms of the proposal shall be effective for 30 days after the submission to the Client. In the event this Agreement is not executed by the Client within the time identified, the proposal, together with any related terms nd conditions and deliverables, may be subject to amendment, change or substitution.4 Copyright
4.1 Before payment. Copyright shall vest in Riflebird Ltd until payment is received in full (see 2.5).4.2 After payment. Copyright of work commissioned by the Client becomes property of the Client on receipt of full payment. It is the Client’s responsibility to pay for any copyright thereafter.
4.3 Storage. Digital files are archived by Riflebird Ltd and stored for 12 months unless otherwise agreed. Riflebird Ltd cannot be held responsible for the loss of digital files due to unforeseen electrical or other faults on Riflebird Ltd’s systems.
4.4 Further supply. Further supply of work from Riflebird Ltd’s origination will be advised and charged on each separate occasion as requested.
4.5 Promotions. With the Client’s permission, Riflebird Ltd may use images from work produced for the Client, within Riflebird Ltd’s promotional material.
5 Changes
5.1 General changes. The quoted fees include time for one set of changes to the chosen design solution, requested by the Client. The Client shall pay additional charges for changes requested by the Client which are outside the scope of the project on a time and materials basis, at a standard hourly rate of £30 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the proposal and deliverables as may be required by such changes.5.2 Substantive changes. If the Client requests or instructs changes that amount to a revision in or near excess of thirty percent (30%) of the time required to produce the deliverables, and or the value or scope of the Services, Riflebird Ltd shall be entitled to submit a new and separate proposal to the Client for written approval. Work shall not begin on the revised services until a fully signed revised proposal and, if required, any additional retainer fees are received by Riflebird Ltd.
5.3 Timing. Riflebird Ltd will prioritise performance of the Services as may be necessary or as identified in the proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. lient agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Riflebird Ltd. Riflebird Ltd shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that Riflebird Ltd’s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the proposal and that ny delays in the Client’s performance or Changes in the Services or Deliverables requested by the Client may delay delivery of the Deliverables. Any such delay caused by the Client shall not constitute a breach of any term, condition or Riflebird Ltd’s obligations under this Agreement.
6 Client responsibilities
6.1 The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) co-ordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, nless otherwise expressly provided in the Proposal; and (c) final proof reading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.7 Fees and charges
7.1 Additional costs. The Project pricing includes Riflebird Ltd’s fee only. Any and all outside costs including, ut not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, alent fees, music licenses, and online access or hosting fees, will be billed to the Client unless specifically otherwise provided for in the Proposal.7.2 Invoices. All invoices are payable within fourteen (14) days of receipt. A 1.5 percent monthly service charge is payable on all balances that are overdue in excess of thirty (30) days from the date of invoicing. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Riflebird Ltd reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses and Fees, Charges or the costs of Changes.
8 Relationship of the parties
8.1 Independent contractor. Riflebird Ltd is an independent contractor, not an employee of the Client or any work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.8.2 No exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Riflebird Ltd, and Riflebird Ltd shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Riflebird Ltd.
9 Warranties and representations
9.1 By the Client. The Client represents, warrants and covenants to Riflebird Ltd that (a) the Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of the Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) the Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) the Client shall comply with all laws and regulations as they relate to the Services and Deliverables.9.2 By Riflebird Ltd. Riflebird Ltd hereby represents, warrants and covenants to the Client that Riflebird Ltd will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Riflebird Ltd further represents, warrants and covenants to the Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Riflebird Ltd, Riflebird Ltd shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Riflebird Ltd to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Riflebird Ltd’s knowledge, the Final Art provided by Riflebird Ltd and Riflebird Ltd’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Riflebird Ltd shall be void.
10 Term and termination
10.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.10.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
10.3 In the event of termination, Riflebird Ltd shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Riflebird Ltd or Riflebird Ltd’s agents as of the date of termination, whichever is greater; and the Client shall pay all fees together with any Additional Costs incurred through and up to, the date of cancellation.
10.4In the event of termination by the Client and upon full payment of compensation as provided herein, Riflebird Ltd grants to the Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by the Client as of the date of termination.
10.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.