The following Terms and Conditions of Service apply to all products and services provided by Spring Design and Advertising Ltd (Spring). Please ensure you have read and fully understand them, and if anything is not clear to you please contact us.
In these terms and conditions “the Company” shall mean Spring Design and Advertising Ltd and the Customer shall mean the Party with whom the Company enters into a Contract, even if fees are agreed to be invoiced to a nominated third party.
These Conditions shall apply to all goods and services supplied by Spring. Any provision, stipulation or condition in the conditions of order of the person, firm or company whom such goods and services are supplied – the Customer – or otherwise which conflicts with or in any way qualifies or negates any of these Conditions shall have no effect and these Conditions shall prevail.
These Conditions are to complement any Project Proposal drawn up for the person, firm or company to whom such goods and services are supplied.
Spring will conduct a confidential credit inquiry on the Customer’s financial responsibility and credit worthiness at any time during the term of this Agreement.
Spring timelines and costs are based on the availability of client meeting participation and approval. Delay in participation may result in the delay of the whole project, and Spring will not bear accountability for any delays in the project as a result of client failure to meet approval, content supply or meeting deadlines.
If the delivery of any deliverables is delayed as a result of the client, Spring reserves the right to invoice in part or in full for any works already completed but contingent on the delivery of the delayed deliverables. The issuing of these interim invoices may occur outside of the agreed payment schedule.
The Customer will provide one client project lead per phase and will ensure streamlined process and consolidated feedback. This feedback must be in written form.
Where necessary, Spring may engage specialist third party partners and suppliers to ensure the timely and quality delivery of any works commissioned. These include but are not limited to print suppliers, sign manufacturers and installers, photographers, illustrators, film makers, interior designers, external website developers and coders, and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.
Should further deliverables or services be required, a change order will be issued to cover additional costs, as per the change of scope procedure outlined in the proposal submitted to the Customer by Spring.
‘Project management’ covers management of design and development and management of content (not creation).
If multiple design concepts are submitted, only one concept is deemed to be given by Spring as fulfilling the contract. All other artwork designs remain the property of Spring unless agreed in writing.
Spring will conduct a confidential credit inquiry on the Customer’s financial responsibility and credit worthiness at any time during the term of this Agreement.
Charges And Payment
1. In consideration of the provision of the Services by Spring, the Client shall pay the charges as set out in the Quotation.
2. Unless otherwise agreed in writing by Spring, fifty per cent (50%) of the total price for the Services must be paid to Spring prior to Spring commencing the Services and fifty per cent (50%) of the total charges shall be paid by the Client to Spring (without deduction or set-off) upon delivery following completion of the Services.
3. All invoices are payable on receipt of the invoice by the Client as payments dictate progression of the project at specific milestones. If invoices are not paid with immediate effect, Spring has the right to desist working on the project until payment is made. Any other payment terms agreed between the Client and Spring must be confirmed in writing by Spring.
4. All charges quoted to the Client shall be exclusive of VAT, which Spring shall add to its invoices at the appropriate rate.
5. Unless otherwise stated in writing, any price and daily rate contained in the Quotation excludes: a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred in connection with the Services, and the cost of any materials or disbursements. Such expenses, materials or disbursements shall be invoiced to the Client at cost; and b) VAT, which Spring shall add to its invoices at the appropriate rate.
6. All additional work requested by the Client, which is requested following commencement of the Services and which is outside the scope of the Quotation (including any services necessarily procured in order to carry out the Services), shall be regarded as additional to the cost given in the Quotation and will be invoiced separately at the rates contained in the current Spring rate card.
7. All charges listed in Quotations are estimates and are subject to final confirmation of technical specification.
8. The Client shall be entitled to request up to two (2) amendments to the design work/artwork supplied for approval. Any amendments requested by the Client in addition to the two (2) permitted amendments will be deemed to be additional work and will be charged at Spring’s standard hourly fee rates.
9. If the Client believes that the design work does not conform to the description then it shall notify Spring within three (3) days of receiving the same. If no notification is received then the design work shall be deemed accepted and to conform to the description of the Services in every respect. For the purposes of this condition 9. Spring’s liability for defects in the Deliverables shall be limited to the replacement of the Deliverables at no additional cost to the Client. Provided always that such defect is notified to Spring in accordance with this condition 9, and the Deliverables have been returned to Spring for inspection.
10. Once the Client has approved the Deliverables all further design work requested by the Client will be charged in accordance with the current rate card of Spring.
11. The parties agree that Spring may review and increase its standard hourly fee rates at any time, provided that such charges cannot be increased more than once in any 12 (twelve) month period. Spring will provide the Client with written notice of any such increase one (1) month before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within two (2) weeks of such notice being received or deemed to have been received in accordance with this condition 11, terminate the Contract by giving three (3) months written notice to Spring.
12. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Spring on the Due Date, Spring may: a) charge interest on such sum under the Late Payment of Commercial Debts (Interest) Act 1998; from the Due Date , accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand; and b) suspend all Services until payment has been made in full.
13. Time for payment shall be of the essence of the Contract.
14. All sums payable to Spring under the Contract shall become due immediately on its termination. This condition 14. is without prejudice to any right to claim for interest.
15. Spring may, without prejudice to any other rights it may have, set off any liability of the Client to Spring against any liability of Spring to the Client.
Authority and Proofs
Written or verbal approval by the Customer of designs, drafts, proofs or estimates may be taken by Spring as authorisation to proceed and to enter into contracts with suppliers based on such quotes.
Proofs of all work may be submitted for the Customer’s approval and Spring shall not be liable for errors not corrected by the Customer in such proofs. The Customer’s alterations and additional proofs necessitated thereby shall be charged in additional charges. No responsibility will be accepted for any more errors in proofs accepted by the Customer.
All design works listed in proposals submitted by Spring will cover presentation of one initial design concept plus up to two design review stages thereafter, unless explicitly stated as otherwise in said proposal. Additional stages of review shall incur an additional cost, separate to the initial estimate.
The estimate supplied to the Customer by Spring is based on the potential scope included and does not include other requirements. Any other requirements are to be produced and quoted separately.
All costs listed in the proposal supplied exclude VAT, unless explicitly specified as otherwise. VAT is listed separately on all estimates and clearly outlined.
During the execution of items detailed within the proposal supplied, additional items may be identified that will improve the final product and/or service delivered. These will be scoped out and costed separately.
Unless otherwise agreed, Spring will complete ONE large revision stage, and TWO minor revision stages. Revision requests are to be made within SEVEN days of receiving the proofs. If no revisions are requested within this time, it is assumed that the submitted proof is the accepted final. Any revisions made after this point are subject to additional fees at the hourly rate.
Change in Scope Procedure
Upon delivery of a final quotation based on fixed scope, any services or deliverables beyond the scope of work set out in the initial estimate supplied by Spring will be considered a Change Request, and will require a separate quotation or Change Order.
Such incremental scope shall be dependent on the negotiation, in good faith between Spring and the Customer, of any changes or additions to schedule, service, deliverables, fees or pass through costs. Such changes shall be detailed in writing and signed otherwise approved by both parties.
Property and Risk in Goods
The Customer shall be deemed to have accepted the goods and services on delivery, but Spring shall retain ownership of all materials and goods produced by it to the order of the Customer until all goods and services to the Customer have been paid in full. The risk in the goods shall pass to the Customer upon delivery.
Any material made available to the Customer by or on behalf of the Customer shall, while it is possession of Spring or in transit, be at the Customer’s risk and Spring shall not be liable for any loss or damage to such materials however caused, and the Customer shall insure the said material accordingly.
Both Spring and the Customer undertake to keep secret and not to disclose any confidential information which comes to the notice of it in relation to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than the performance of its obligations under this agreement.
The Customer’s confidential information shall include, but not be limited to, information and data relating to the customer’s and its subsidiaries’ business and their financial performance and results.
Spring’s confidential information shall include, but not be limited to, details of its fees, costs and unused work and concepts that it has produced. The resultant design work will be used in the Company’s portfolio unless agreed otherwise in advance.
For a period of one year after the closing of the transactions contemplated, the Customer will not, directly or indirectly, solicit without written approval from Spring for employment any employees, contractors, or consultants of Spring or any of its subsidiaries.
In the event of a breach (or threat of a breach) of this agreement, Spring is entitled to immediate and appropriate injunctive relief, or a decree of specific performance of this agreement, without the necessity of showing any irreparable injury or special damages.
Copyright and Licensing
Unless specifically agreed otherwise in writing, the copyright and all other rights of an intellectual property nature in all design, artwork, copy and other work produced by Spring under this agreement shall be and remain the exclusive property of Spring. The rights of an intellectual property nature in all design, artwork, copy and other work produced by third parties, except where Spring obtains a valid assignment of such rights from such third parties, shall remain with such third parties but Spring shall, at the Customers’ request, use its reasonable endeavours to obtain such as assignment in the event that the Customer pays all of the costs and fees involved.
For the avoidance of doubt nothing in this agreement shall require Spring to assign the rights of an intellectual property nature in its work, unless a separate agreement is requested and reached in advance.
Spring will never knowingly infringe any copyright or trademark and will deliver, to the best of its knowledge, creative solutions that are original and unique. 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.
Any design, copywriting, drawing, idea or code created for the customer by Spring, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Spring and any of its relevant sub-contractors.
Client project files and all associated content will be archived upon project completion and stored on our cloud servers for a maximum of five years.
Clients are encouraged to keep their own copy of all deliverables.
Supply of archived files will incur a charge which will be dependent on the size of the data being recovered. Recovered files may only be used for the purpose they were originally intended and may not be modified, re-used, or re-distributed in any way or form.
The Customer shall be responsible for effecting all necessary insurance in respect of any loss, damage or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the Company’s goods and services.
Suspension and Termination
Spring shall be entitled to suspend its performance of the contract if and for so long as the Customer shall be in breach of any of its obligations; and
a) if the Customer is in arrears on any payment to the Company.
b) to determine the contract without notice in the event of the bankruptcy, insolvency or liquidation of the Customer at any time or the levying of any distress, execution or other legal process upon the Customer’s assets or in the event of a receiver being appointed over all or any part of the Company’s assets or in the event of a continuing breach by the Customer of any of its obligations.
The waiver or non-enforcement by Spring of any breach of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed as a waiver of any subsequent breach.
Spring shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of God, government action, failure of power supply, equipment failure, lock out, strike, default, or failure of subcontractor or suppliers or any other cause beyond its reasonable control and Spring shall not be liable for any loss, damage or expense suffered by the Customer or any third party arising directly or indirectly from any of such matters.
These conditions override any differing conditions which may appear on the Customer’s order form or other document. Spring reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.
Any notices required to be given under these Conditions shall be in writing.
Naming will be validated by domain name research however Customers are advised to obtain full legal qualification / advice beyond this point.
Unless clearly specified as otherwise within the proposal submitted by Spring, all website copy will be provided by the client. Copywriting by Spring beyond basic editing for grammar, spelling and tone-of-voice will be viewed as out of scope, and will incur additional charges.
The uploading of content to any website is the responsibility of the client, unless clearly agreed as otherwise in the Customer’s project proposal.
Unless explicitly stated within the Customer’s project proposal, website hosting and other ongoing digital charges are not included, and will be priced separately.
Future and ongoing content management system costs, unless clearly specified within the Customer’s proposal, are deemed out of scope and are payable by the client.
Quoting for web hosting will take place once scope of website content is finalised.
Purchase of URLs, unless clearly specified within the Customer’s project proposal, are deemed out of scope and are payable by the client.
A delivery timeline will be sent out for projects to specify all stages and content delivery deadlines.
Failure by the Customer to supply information may result in the project being halted or delayed. Extending the timeline may incur additional charges.
Failure to maintain the payment plan may result in the project being halted, delayed or cancelled.
On-page SEO principles will be considered during website design. This does not include specific targets, and Spring cannot bear responsibility for a failure to improve any search engine rankings or website visitor numbers.
During the review of proposed wireframes, Spring reserves the right to deem out-of-scope any requested changes to functionality that will require significant studio or development time.
Feedback on all stages must be consolidated and supplied by a maximum of two named stakeholders.
Feedback otherwise supplied will be referred back to client.
The completion/sign off point is defined by the ‘Go Live’ date.
After this date the client has a period of 30 days to feed back on any inconsistencies within the site performance.
Any new changes to the web build thereafter are considered amends and will need to be quoted.
If the client chooses in future to use a third party developer to build a website or application designed by Spring, we will not bear responsibility for the failure of said third party to deliver the website or application effectively.
All extensions, external and internal API and time taken for code mining will be billed separately.
Prior to project commencement, Spring is to receive, where possible, all necessary associated information and branding assets, including research, evidence, existing photography and video, logos, typography, colour palettes, image style, copy, existing brand language and tone of voice guidelines, and layout guidelines.
All design files must be supplied to Spring in an editable format (Adobe Illustrator, Adobe InDesign, Adobe Photoshop, Adobe XD).
All necessary images and text will be provided to Spring prior to project commencement. Failure to do so may delay the project beyond the expected timeframes.
Unless clearly specified as otherwise within this proposal, all copy will be provided by the Customer. The Customer is responsible for ensuring the accuracy of any information provided to Spring for the provision of services. Copywriting by Spring beyond basic editing for grammar, spelling and tone-of-voice will be viewed as out of scope, and will incur additional charges.
Unless explicitly stated within the proposal, the population of templates and other variable and/or personalised brand items will be deemed out of scope, and may incur additional charges.
These will be outlined in your project proposal.
Print production and delivery of goods
On receiving print via one of our selected delivery methods, it is your responsibility to open, check all printed material and confirm within five working days that the order is correct and you are happy with the production quality. If we have had no notification of any corrections within this time we will take this as confirmation you are satisfied with the material, and responsibility passes to you, the customer.
Please check PDF proofs thoroughly as once final approval has been agreed, all proofs are deemed correct and ready to go print, and the responsibility passes to the customer. You will need to view all proofs at 100% to see the exact size of your product when printed. We will not commence print until we have received confirmation via email.