Terms and conditions
1. About
We are Unbaffled Limited of C/O Clever Accounts, Brookfield Court Selby Road, Garforth, Leeds, England, LS25 1NB. We are registered in England and Wales under company number 12115569. Unbaffled Limited (“we”, “us”, “our”) provides its services to clients ("you”, “your”) on the following terms and conditions (“Terms”).
We are an independent content and marketing agency whose work includes, branding, design, copywriting, development, consulting, video production, strategy, and other services relating to the design and promotion of your goods and/or services and the Client’s brand and visual identity.
2. Proposal
2.1 Following a discussion, or consultation where we understand your requirements, we will provide you with a specification for the proposed services (the “Proposal”) setting out:
(a) the services to be provided by us;
(b) a costs estimate; and
(c) the estimated timescale for the provision of the services.
2.2 The cost estimate is 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.
2.3 We include up to 3 x amendments within the costs. Any changes thereafter will be chargeable on an hourly rate basis in accordance with clause 4.5. Should you wish to make significant changes to the original brief or require new items, we will revise costs and provide an updated estimate.
2.4 A binding contract for the provision of services, incorporating these Terms, is made when you confirm in writing your acceptance of the Proposal. Where any changes are agreed to any aspect of the Proposal then we will confirm these changes and where appropriate issue a revised Proposal incorporating the agreed changes. No creative or development work will commence until we have received such written acceptance of the Proposal.
2.5 A Proposal remains open for acceptance by you for a period of 30 days from the date of the Proposal. We reserve the right in our absolute discretion to withdraw or amend any Proposal at any time prior to acceptance by you.
3. Variation
Except as set out in these Terms, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and a confirmation notice issued by us and signed by the parties.
4. Supply of services
4.1 We shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.2 We shall have no liability if the time it takes to complete an instruction exceeds any estimate given or otherwise exceeds the Client’s expectations for whatever reason nor shall we have any other liability to you in connection with the time at which the work is completed. Should it become unreasonable or unlikely that the quoted completion time will be met, we will inform you in writing of a revised completion date.
4.3 Save as otherwise expressly provided for in the Proposal the services will be provided to you in line with our creative process flowchart, a copy of which is annexed hereto. Please note that this flowchart is subject to change and update from time to time at our absolute discretion.
4.4 We shall provide the services using reasonable care and skill unless we are prevented by circumstances beyond our reasonable control.
4.5 Should you require additional services to be provided which are outside the scope set out in the Proposal, such charges will be calculated on an hourly rate basis at £100 per hour. Prior to commencing work in respect of services to be charged on an hourly rate basis, we will obtain your written consent to carry out the work on this basis. However, we do not quote for projects on an hourly basis – they are quoted for on a project by project basis.
4.6 Unless for social media (where upon negotiation we provide our clients with Canva or Mailchimp Templates), materials, including any graphic design or artwork will be provided to you in an un-editable format. The original designs remain the copyright of Unbaffled Limited. Should you require the materials to be provided to you in an editable format, at our absolute discretion, and subject to an additional charge of £500 per individual file, we can supply an adobe file.
5. Proofs
5.1 Proofs of all written and visual work may be submitted to you for approval and we shall incur no liability for any errors not corrected by you in proofs so submitted. You can make up to 3 x sets of amendments, text changes and image changes. Additional amendments, alterations and additional proofs necessitated thereby will be charged on a time spent basis at £100 per hour. If the requested changes require a rework or redesign, additional charges will be incurred, again by the hour.
5.2 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..) you will need to ‘sign-off’ your approval (“Approval”) either via email. No further development can be undertaken until we are in receipt of Approval. Any amends to work after final signed off Approval will incur additional charges for further time spent, at £100 per hour.
5.3 Where pre-production proofs or drafts are submitted for Approval to you, you shall be responsible for the correction of errors or omissions and we shall bear no liability whatsoever in respect of any errors or omissions subsequently discovered. Should any approved artwork or design require an amendment you are liable to pay the full cost of the production as quoted, plus the amount for the time taken to make the amendments and resend to production.
6. Your obligations
6.1 You shall
1. (a) ensure that the terms of the Proposal are complete and accurate in respect of your requirements;
2. (b) co-operate with us in all matters relating to the services;and
3. (c) provide us with such information and materials as we may reasonably require, including specific dimensions where appropriate, in Proposal to supply the services, and ensure that such information is complete and accurate in all material respects.
6.2 If our performance of any of our obligations is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Client Default”):
1. (a) without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the services until you remedy the Client Default, and to rely on the Client Default to relieve us from the performance of any of our obligations in each case to the extent the Client Default prevents or delays our performance of any of its obligations;
2. (b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 6.2;
and
3. (c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.
7. Charges and payments
7.1 the agreed charges will be set out in the Proposal (as varied if appropriate pursuant to clause 2.4);
7.2 we shall be entitled to charge you for any expenses reasonably incurred and required by us for the performance of the services, and for the cost of any materials. Such expenses include any specific expenses set out within the Proposal and in addition include but are not limited to the cost of travel outside London Zones 1-3 and props required for content.
7.3 We shall invoice you for 50% of the agreed charges upon the contract terms being concluded pursuant to clause 2.4 hereof.
7.4 Payment of the charges invoiced pursuant to clause 7.3 must be received by us prior to us commencing work in the provision of the services set out in the Proposal.
7.5 We will invoice the balance of the agreed charges set out in the Proposal, plus any additional fees due pursuant clauses 4.5 or 5.2 prior to the release of the final agreed materials and/or artwork to you. The final materials and/or artwork will not be released until such payment is received by us in full.
7.6 You shall pay each invoice submitted by us (including any additional invoiced charges or expenses incurred pursuant to clauses 4.5, 5.2 or 7.2 hereof) within 7 days of the date of the invoice, in full and cleared funds to the bank account nominated by us, the details of which will be set out on the relevant invoice, and time for payment shall be of the essence.
7.7 If you fail to make a payment due to us by the due date, you will incur a late payment penalty of 10% of the total value of the invoice. We reserve the right to charge interest, calculated weekly from the date the payment was due until payment is made at 4% or (if higher) at the rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998 and its regulations (If applicable). If we should find it necessary to use legal representatives or collection agents to recover monies due, you will be required to pay all costs and disbursements so incurred. The minimum charge in this respect should it become necessary to take action in respect of an overdue charge will be £25.00.
7.8 All amounts due under pursuant to this clause 7 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Intellectual property rights
8.1 All intellectual property rights in or arising out of or in connection with the Services (other than any registered rights in any materials provided by you) shall be owned by us and/or our licensors.
8.2 We grant to you a licence during the term of our contract, to view, print and download the material produced by us solely for the purpose explicitly stated in the Proposal.
8.3 You shall not sub-license, assign or otherwise transfer the rights granted in 8.2.
8.4 You are not entitled to modify the content or reproduce, republish, distribute, transmit, link, frame or deep-link it on any website other than the one(s) explicitly stated on the Proposal without our express permission given in writing. We do not share any Adobe / EPS working files without prior negotiation of shared copyright between you and us, which is charged at £500.
8.5 You are not entitled to distribute, transmit, reproduce or publish by electronic or any other means any part of the content if it does not form part of the purpose stated in the Proposal without our express permission given in writing.
8.6 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of our contract for the purpose of providing the services to you.
8.7 You will give full credit to us for our design work by including a link to our website on any website that we create for you.
8.8. Once a project has been completed and all invoices have been paid, we will share our design work on social media platforms such as Instagram, Facebook and LinkedIn.
9. Data protection
9.1 Both Parties shall comply with all applicable requirements of the Data Protection Legislation. For the purposes of this clause, “Data Protection Legislation” means: (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.9.2 This clause 9 is in addition to and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
10. Limitation of liability
10.1 As far as the law allows, our total liability to you for any direct loss or damage caused by our negligence or breach of contract (except deliberate breach) is limited to the charges due to us pursuant to the Proposal. We do not accept liability for any indirect or consequential loss (such as loss of profits). These limitations do not apply to death, personal injury or fraud.
10.2 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of having grounds to make a claim in respect of the event and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.3 This clause shall survive termination of the Contract.
11. Termination
11.1 Without affecting any other right or remedy available to it, either party may terminate the contract by giving the other party seven days’ written notice.
11.2 We may terminate the contract with immediate effect by giving written notice to you if you fail to pay any amount due under the contract on the due date for payment, and you fail to remit such payment within 7 days of being notified in writing that payment of the amount is overdue.
11.3 On termination of the contract:
(a) you shall immediately pay all of our outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) you shall return all of our materials which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
(c) Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
(d) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of the Contract shall remain in full force and effect.
12. Confidentiality
12.1 Each party undertakes that it shall not at any time during the Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, save that each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12;
and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.2 We confirm that all our employees and/or sub-contractors enter into appropriate confidentiality agreements with us, in line with the obligations set out at clause 12.1, to ensure that our client’s confidential and sensitive information is protected at all times.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the contract.
13. General
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.2 Entire agreement. This agreement constitutes the entire agreement between the parties relating to the subject matter of this agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.3 Variation. We reserve the right to alter or vary these Terms in any respect at our absolute discretion upon notifying you of the relevant alterations and of the date upon which such alterations take effect.
13.4 Severance. The invalidity or unenforceability of any term of, or any right arising pursuant to, these Terms shall not in any way affect the remaining terms or rights.
13.5 Notices. Any notice to be served on either party shall be in writing sent by pre-paid post, or email to the last known address of the addressee. It is the duty of each party to notify the other of the appropriate address. Any notice shall be deemed to have been received by the addressee within 48 hours of posting or 24 hours if sent by email.
13.6 Third party rights. Unless it expressly states otherwise, the Terms or contract do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.7 Checks. You agree that we may use information provided by you in Proposal to conduct appropriate anti-fraud checks. Any information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of such information.
13.8 Governing law. The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.