1. ‘Em Quad’ is the trading name of John Michael Skliros, sole trader, residing at 8 Hastings Hill, Churchill, Chipping Norton, Oxon, OX7 6NA, and carrying on business in the field of information design.
2. The term ‘Client’ refers to any individual entering into a verbal or written agreement with Em Quad for the supply of services or materials relating to the business of information design. Where the Client enters into an agreement with Em Quad on behalf of their employer or a third party, the term ‘Client’ shall apply equally to that employer or third party. By agreeing to these terms and conditions, the Client confirms that they are acting as an authorised representative of that employer or third party.
3. The term ‘Contract’ refers to any verbal or written agreement made between the Client and Em Quad for the supply of services or materials relating to the business of information design. The making of a contract implies acceptance of these Terms and Conditions, notwithstanding any written waivers or amendments agreed to by both parties at the time of making the contract.
4. The term ‘Normal Working Day’ is defined as the period of time between 0900hrs and 1700hrs on Monday, Tuesday, Wednesday, Thursday and Friday excluding UK Public Holidays and such periods of office closure that Em Quad may choose to define from time to time. All times are local and therefore subject to Daylight Saving Times.
5. The term ‘Full Standard Rate’ is defined as the charge of £175 per hour or part thereof occurring during a Normal Working Day unless otherwise agreed.
6. The term ‘Full Overtime Rate’ is defined as the charge of £250 per hour or part thereof occurring outside of the Normal Working Day. Em Quad reserves the right to alter or waive these rates without prior notice.
7. A quotation not accepted within thirty (30) days is subject to review. All prices are based on material costs at the time of quotation. Acceptance by the Client of a quotation implies acceptance of these Terms and Conditions.
8. Upon receipt of original copy or manuscript, should it become evident that the condition of the copy or manuscript differs from that which had been originally described and consequently quoted, the original quotation shall be rendered void and a new quotation issued.
9. AA’s represent work performed in addition to the original specifications. Unless otherwise agreed, such additional work shall be charged at the stated hourly rates. No additional charge shall be made for changes required to conform to the original assignment description.
10. Preparatory work performed at the Client’s request, such as sketches, drawings, composition, disks, plates, presswork, and materials will be charged at the Full Standard Rate as detailed in clause 5 (above) or the Full Overtime Rate as detailed in clause 6 (above), whichever is applicable, unless otherwise agreed and may not be used without the consent of Em Quad. Artwork, type, negatives, positives, disks, and other items when supplied shall remain the exclusive property of Em Quad unless otherwise agreed in writing.
11. Pre-press proofs will be supplied in Adobe Portable Document Format (PDF) unless otherwise requested. If alternative forms of proofing are required and revised proofs are desired, the request must be made when the original proofs are returned. A reasonable variation in colour between colour proofs and the completed job shall constitute acceptable delivery. Em Quad cannot be held responsible for errors under either or both of the following conditions: if the Client has failed to return proofs with indication of changes or if the Client has instructed Em Quad to proceed without submission of proofs.
12. Em Quad retains ownership of all original artwork and code, whether preliminary or final. No use of same shall be made, nor any ideas obtained therefrom used, except upon reasonable compensation to be determined by Em Quad, and not expressly identified and included in the selling price. The Client shall return such artwork or code on demand. Subject to clause 13 (below), in the case of corporate identity work, the Client shall retain ownership of artwork once the invoice has been paid in full.
13. Em Quad retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, and marketing materials. Where applicable the Client will be given any necessary credit for usage of the project elements.
14. Production schedules will be established and adhered to by the Client and Em Quad, provided that neither shall incur any liability or penalty for delays due to state of war, riot, civil unrest, fire, industrial action (including unofficial strikes or walkouts), accidents, energy failure, equipment breakdown, delays of suppliers or carriers, action of government or civil authority and acts of God or other causes beyond the control of the Client or Em Quad. Where production schedules are not adhered to by the Client, final delivery date(s) will be subject to renegotiation.
15. All invoices shall be paid within thirty (30) days of receipt. Claims for defects, damages, or shortages must be made by the Client in writing within a period of fifteen (15) days after delivery of all or any part of the order. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions, and specifications.
16. Em Quad reserves the right to recover from the Client all costs arising from reasonable actions not forseen or included in the written quotation necessary to complete a job to the required standard. In the event that costs are incurred through the action or inaction of a third party, Em Quad will take reasonable steps to recover costs from that third party before exercising any right to recover costs from the Client.
17. In the absence of a contractual interest agreement, Em Quad will exercise its statutory right to interest and compensation for debt recovery costs as laid down in the amended Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 on any debt or part thereof that remains unpaid on the expiry of Em Quad’s Standard Payment Terms.
18. In the event that any material necessary for the completion of the Client order must be shipped to an external agency or individual for additional processing, typesetting, photographic work, colour separation, press work, or binding, Em Quad’s liability for loss or delay in transit whilst in the possession of a third party shall be strictly limited to the value of any valid insurance policy covering the material in transit.
19. In the event of cancellation of the assignment or project, ownership of all storage media supplied and copyright of original artwork and code shall be retained by Em Quad, and a cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by the Client. Em Quad reserves the right to alter or waive these conditions without prior notice.
20. To the extent allowed by law, Em Quad hereby disclaims any and all implied warranties of merchantability and/or warranties of fitness for particular purpose. In no event shall Em Quad be liable to any person and/or entities for consequential and/or incidental loss or damages.
21. The Client shall defend, indemnify and hold harmless Em Quad from all damages, liabilities and expenses (including legal fees and permitted and authorised costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the work done or actions taken by Em Quad infringes on any of the following intellectual property or personal rights of any third party:
a. Invasion or infringement of the right of privacy or publicity, including but not limited to, the torts of intrusion into one’s private affairs, public disclosure of private facts, false light, misappropriation of the name or likeness arising as prescribed by applicable law;
b. Copyright infringement; and
c. Product disparagement, trade libel, dilution or infringement of title, slogan or trademark, trade name, service mark or service name as prescribed by applicable law.
22. The Client further agrees to indemnify and hold harmless Em Quad for claims of any nature whatsoever pertaining to the services and goods provided. This includes the loss of customer furnished proofs and materials, missing projected deadlines set for the completion of work, and loss of any information stored in Em Quad’s computers. Additionally, this Indemnity Agreement includes claims relating to any software or other copyrightable materials furnished by the Client, and from any and all misappropriations of trade secrets and/or any claim of theft of proprietary information.
23. No variation of any of the terms in these Terms and Conditions shall be effective unless agreed to in writing by Em Quad and the Client. No action of Em Quad, other than an express written waiver, may be construed as a waiver of any term or condition stated herein. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion. Should any clause of these Terms and Conditions be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by the Client, the terms of Em Quad shall govern. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of England and Wales. Jurisdiction for all disputes arising under this Agreement shall lie exclusively within England and Wales and each party agrees not to contest this jurisdiction.
© 2018 Em Quad. All rights reserved.