The following Terms and Conditions of Service apply to all products and services provided by Spring Design & Advertising Ltd (hereinafter referred to as Spring) and in the event of any dispute are governed by the laws of England.
All work is carried out by Spring on the understanding that the Client has agreed to Spring’s Terms and Conditions.
Copyright is retained by Spring on all work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
If a choice of designs/concepts is presented and one is chosen for your project, only that solution is deemed to be given by Spring as fulfilling the contract. All other proposals remain the property of Spring, unless specifically agreed in writing.
At the time of proposal, Spring will provide the Client with a written estimate or quotation by email. These Terms and Conditions can be read at any time on the Spring website www.agencyforchange.co.uk.
A copy of the written estimate or quotation is to be signed and dated by the Client to indicate acceptance, and should be returned to Spring.
Alternatively, the Client may send an official purchase order in reply to the estimate or quotation which binds the Client to accept Spring’s Terms and Conditions, or an email acknowledging acceptance of the quotation.
For the avoidance of doubt, the Spring Terms and Conditions are what govern the job, not any conditions on the Client’s purchase order.
Charges for services to be provided by Spring will be set out in the written estimate or quotation that is provided to the Client. At the time of the Client’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms and Conditions, a non-refundable payment of 50% of the quoted fee will become immediately due.
Unless agreed otherwise with the Client, all services require an advance payment of a minimum of fifty (50) per cent of the project quotation total before the work commences or is supplied to the Client for review. The remaining fifty (50) per cent of the project quotation total will be due upon completion of the work, or in sections as elements of the project are completed. Where a retainer arrangement is agreed, Spring will bill monthly in arrears.
Spring will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.
Charges for Spring’s work do not cover the release of Spring’s copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.
Charges for Other Services
Charges for any additional services requested during the project that are over and above the estimated time or out of scope will be quoted in full and are liable to standard billing and payment procedures.
The Client will be provided with an Approval Form or Proof Email, and an Invoice at the time of final publication. At this time the remainder of the amount due will become payable and the Client will also be required to sign and return the Approval Form or signify approval by email to Spring.
Any invoice queries must be submitted by email within 14 days of the invoice date.
Accounts which remain outstanding for 30 days after the date of invoice will incur late payment interest charge at the Bank of England Base Rate plus 8% on the outstanding amount from the date due until the date of payment.
Payments may be made by online transfer, credit card (Visa, MasterCard) or debit card.
Payments made by cheque must be previously agreed and may be subject to an administration charge. Cheques should not be sent in regular mail unless sent recorded delivery.
Publication and/or release of work done by Spring on behalf of the Client may not take place before cleared funds have been received.
Returned cheques will incur an additional fee of £50 per returned cheque. Spring reserves the right to consider an account to be in default in the event of a returned cheque.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque.
Spring shall be entitled to remove Spring’s and/or the Client’s material from any and all computer systems and demand the return of hard copies at the Client’s expense, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
Removal of such materials does not relieve the Client of their obligation to pay the due amount.
Customers whose accounts become default agree to pay all Spring’s reasonable legal and accounting expenses and third party collection agency fees in the enforcement of the debt and these Terms and Conditions.
Copyrights and Trademarks
By supplying text, images and other data to Spring for inclusion in the Client’s website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or the rightful copyright or trademark owner.
Any artwork, images or text supplied and/or designed by Spring on behalf of the Client will remain the property of Spring and/or its suppliers unless otherwise agreed in writing. A licence for use of the copyright material is granted to the Client solely for the project defined in the scope or request and not for any other purpose.
The Client may request in writing from Spring the necessary permission to use materials (for which Spring holds the copyright) in forms other than for which it was originally supplied, and Spring may, at its discretion, grant this and may charge for the additional use. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.
Any software, code, plugin or other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the Client, not Spring.
By supplying images, text, or any other data to Spring, the Client grants Spring permission to use this material freely in the pursuit of the project delivery.
Should Spring or the Client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, and which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow Spring to remove and/or replace the file on the site.
The Client agrees to fully indemnify and hold Spring free from harm in any and all claims resulting from the Client not having obtained all the required copyright, and/or any other necessary permissions.
The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the Client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.
The Client also agrees that Spring holds no responsibility for any amendments made by any third party, before or after a design is published.
Any design, copywriting, drawing, idea or code created for the Client 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.
All created work, where there is a risk that another party make a claim, should be registered by the Client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.
Spring will not be held responsible for any and all damages resulting from such claims.
Spring is not responsible for any loss, consequential loss, non-delivery of products or services, for whatever cause. The Client agrees not to hold Spring responsible for any such loss or damage.
Any claim against Spring shall be limited to the relevant fee(s) paid by the Client.
The Client agrees to Spring’s definition of acceptable means of supplying data to the company.
Text is to be supplied to Spring in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.
Images which are supplied in an electronic format are to be provided in a format as prescribed by Spring via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and Spring will not be held responsible for any image quality which the Client later deems to be unacceptable.
Spring cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images
Spring cannot be held responsible for any project over-runs especially those caused by slips in information provision. Estimated project duration should be deemed to be from the date that cleared funds are received by Spring for the initial payment or by the date confirmed in writing by Spring.
Rights of Access for Website Construction
The Client agrees to allow Spring all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.
The Client also agrees to allow Spring access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
The Client agrees to supply Spring with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
Spring considers the design/development project and attendant fees complete upon receipt of the Client’s signed Approval form or signoff email. Other services such as printing, display panel production, filmwork, website uploading, publishing, etc, either contracted on the Client’s behalf or supplied to the Client’s own commissioned supplier constitute a separate project and can be treated as a separate charge.
Website Design and Development
Spring requires that a functional and technical specification, as well as design templates are approved by the Client before development and coding of a site commences. Once these specifications and design templates are approved by the Client, the development stage will commence; any changes to site structure, functionality, navigation or design that requires amendments to the agreed templates will incur an additional charge.
Once the template design phase is complete, Spring will provide the Client with the opportunity to review the resulting work. Spring will make one set of minor amends at no extra cost within the agreed review period, usually 14 days unless otherwise agreed in writing. Minor changes include text changes and minor adjustments to placement of items on the page. This will not include additional features, functionality, structural or design changes including changes to colour palette or navigation.
Any minor changes may be requested by notifying Spring by e-mail within the agreed review period. Spring will consider that the Client has accepted the template designs if no notification of changes is received in writing from the Client within the agreed review period. Failure by the Client to approve the design templates within the agreed review period will delay the project and could incur additional charges.
Spring offers packaged hosting services through an out-sourced server. Spring does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
Spring may request that clients change the package they have selected or the type of hosting account used if that account is deemed by Spring to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on Spring’s server are due at the commencement of any period of service and are non-refundable.
Spring are not liable for the renewal of domain names, which are the sole responsibility of the Client / domain owner unless expressly agreed, nor for maintaining updates to the Client’s website unless that service is agreed in a hosting package or via an ongoing service retainer.
Spring cannot guarantee the availability of any domain name. Where Spring is to register a domain name on behalf of a Client it will endeavour to do so but the Client should not assume a successful registration.
Search Engine Submission
Due to the vast number of considerations that search engines use when determining a site’s ranking, Spring cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
Spring recommend that customers use a professional SEO company and are happy to provide details of such companies, but accept no responsibility for their services.
The Client agrees to allow Spring to place a small credit on printed material, exhibition displays, advertisements and/or a link to Spring’s own website on the Client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The Client also agrees to allow Spring to place websites and other work, along with a link to the Client’s site on Spring’s own website, for demonstration purposes and to use any designs in its own publicity and portfolios.
Rights of Refusal
Spring will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.
Spring also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that Spring does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the Client is obliged to allow Spring to remove the contravention without hindrance, or penalty. Spring is to be held in no way responsible for any such data being included.
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, Spring will need formal notification in writing to the company’s postal address. The Client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days.
Any cancellation which is not formally confirmed in writing and received by Spring within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
Spring makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Spring will not be held responsible for any and all damages resulting from products and/or services it supplies. Spring is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While Spring takes reasonable steps to investigate the materials Spring recommends, Spring accepts no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold Spring responsible for any such loss or damage. Any claim against Spring shall be limited to the relevant fee(s) paid by the Client.
Spring reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Spring will not knowingly perform any actions to contravene these and the Client also agrees to be so bound.
Spring and its clients agree to comply with Printers’ Terms and Conditions, which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. Spring recommends that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Spring reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
Acceptance of Terms and Conditions and Quotation
The placement of an order for design and/or any other services offered by Spring, by email, verbally or in writing, is deemed to be acceptance of these Terms and Conditions, which are freely available at www.agencyforchange.co.uk.
An estimate validated by the Client’s signature on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and Spring.