1.1 The Parties have agreed a detailed Project specification as defined in the Brief, Accompanying Action Plan and Quote.
1.2 Any amendments proposed to this Project specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.
1.3 If such proposed amendments incur additional expense, Julia Brown is entitled to seek further payment to cover such expense.
1.4 If a choice of designs is presented to the Client and one is chosen for the project, only that solution is deemed to be given by Julia Brown as fulfilling the contract. All other designs remain the property of Julia Brown, unless specifically agreed in writing.
2.1 Julia Brown retains copyright on all designs commissioned by the Client.
2.2 The Client or the Client's customer (where the Client is acting as an intermediary) is granted a licence to reproduce the designs solely for the purposes set out on the face of the Design Project Details, Licence and Terms form sent to the client by Julia Brown at the start of a project.
2.3 During the currency of the licence Julia Brown shall notify the Client of any proposed exploitation of the designs for purposes other than self-promotion and the Client shall have the right to make reasonable objections if such exploitation is likely to be detrimental to the business of the Client or the Client's customer.
2.4 The Client may request in writing from Julia Brown, the necessary permission to use the designs (for which Julia Brown holds the copyright) in forms other than for which they were originally supplied, and Julia Brown may, at her discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.
2.5 The licence hereby granted to use the designs is dependent upon Julia Brown having received payment in full of all monies due to her. No reproduction or publication rights are granted unless and until all sums due under this Agreement have been paid.
2.6 The licence hereby granted is personal to the Client or the Client's customer (where the Client is acting as an intermediary) and the rights may not be assigned or sub-licensed to third parties without Julia Brown’s consent.
3.1 The Client shall pay all invoices within 7 days of their receipt. 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.
4.1 The Client will pay the expenses incurred by Julia Brown during the Project, including travel to the offices of the Client where required, purchase of stock images, fonts and licences required for the Project and such other reasonable expenses directly related to the Project.
4.2 Julia Brown will inform the Client in writing in advance if significant expenses not covered by clause 4.1 have to be incurred during the Project.
5.1 If a Project is cancelled by the Client, the Client shall pay a cancellation fee as follows:
(i) 50% of the agreed fee if the Project is cancelled at the rough stage:
(ii) 100% of the agreed fee if the Project is cancelled on the delivery of artwork;
(iii) Pro rata if the Project is cancelled at an intermediate stage.
5.2 In the event of cancellation, ownership of all rights granted under this Agreement shall revert to Julia Brown unless the designs are based on the Client's visual or otherwise agreed.
6.1 Julia Brown will deliver the completed Project to the Client by way of a secure shared Dropbox folder, or such other data storage method as selected by Julia Brown.
6.2 Julia Brown shall use her best endeavours to deliver the Project to the Client by the agreed date and shall notify the Client of any anticipated delay at the first opportunity, in which case the Client may (unless the delay is the fault of the Client) make time of the essence and cancel the Project without payment in the event of Julia Brown failing to meet the agreed date.
6.3 JULIA BROWN SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM LATE DELIVERY OF THE PROJECT.
6.4 The Client shall make an immediate objection upon delivery if the Project does not meet the brief. If such objection is not received by Julia Brown within 21 days of delivery of the Project it shall be conclusively presumed that the Project is acceptable.
7.1 Should the designs fail to satisfy, the Client may reject the Project upon payment of a rejection fee as follows:
(i) 50% of the agreed fee if the designs are rejected at the rough stage.
(ii) 75% of the agreed fee if the designs are rejected on delivery.
7.2 In the event of rejection, ownership of all rights granted under this Agreement shall revert to Julia Brown unless the Project is based on the Client's visual or otherwise agreed.
8.1 Provision for 3 [Three] revisions and amendments is incorporated into the Scope of Work within reason, however if the Client changes the brief and requires subsequent changes, additions or variations, Julia Brown will require additional fees for such work. Julia Brown may refuse to carry out changes, additions or variations which substantially change the nature of the Project.
8.2 The Client understands that he/she has no right to alter, retouch, modify, change or re-distribute in any way whatsoever the final designs, except to change size for printing or digital display. Resizing must constrain the proportions of the original designs. If the Client desires any alterations, he/she will consult Julia Brown. The Client understands that additional payments may be required to make these alterations.
9.1 Except where designs are based on reference material or visuals supplied by the Client or where otherwise agreed, Julia Brown warrants that the designs are original and do not infringe any existing copyright and further warrants that she has not used the designs elsewhere.
9.2 The Client warrants that any necessary permissions have been obtained for the agreed use of reference material or visuals supplied by the Client or its customer and shall indemnify Julia Brown against any and all claims and expenses including reasonable legal fees arising from Julia Brown’s use of any materials provided by the Client or its customer.
9.3 By supplying images, text, or any other data to Julia Brown, the Client grants Julia Brown permission to use this material freely in the pursuit of the design.
9.4 Should Julia Brown, or the Client supply an image, text, audio clip or any other file for use in a print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow Julia Brown to remove and/or replace the file.
9.5 The Client agrees to fully indemnify and hold Julia Brown free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.
10.1 Julia Brown is not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including loss of revenues or profits, loss of business or reputation, or loss of data, in any way related to Julia Brown's services.
10.2 Julia Brown is not responsible for any claim, loss, or injury based on errors or any other inaccuracies appearing on Julia Brown's site or in Julia Brown's clients’ written documents, including without limitation as a result of any breach of the terms and conditions of this agreement.
11.1 Julia Brown will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.
11.2 Charges for the Project do not cover the release of 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.
12.1 The Client agrees to Julia Brown's definition of acceptable means of supplying data for use in the Project.
12.2 Text is to be supplied to Julia Brown in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.
12.3 Images which are supplied in an electronic format are to be provided in a format as prescribed by Julia Brown via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and Julia Brown will not be held responsible for any image quality which the client later deems to be unacceptable.
12.4 Julia Brown cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
12.5 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. These services will be agreed by both Parties before any action is taken.
13.1 Any indication given by Julia Brown of a design project’s duration is to be considered by the Client to be an estimation. Julia Brown cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Julia Brown for the initial payment or by date confirmed in writing by Julia Brown.
13.2 The Client agrees responsibility for supplying in a timely manner, any content, including written copy, documents, images, graphics and photographs necessary for inclusion in the Project. Julia Brown will not accept responsibility for Project duration over-runs as a result of late supply of content by the client.
14.1 The Client shall ensure Julia Brown is credited in any editorial use of the designs. Credits for non-editorial use are not required unless so indicated on the front of the form.
14.2 Julia Brown hereby waives the right to injunctive relief for breaches of the right of integrity and the right of paternity.
15.1 Unless otherwise agreed, Julia Brown shall be entitled to receive a minimum of four proofs or printed copies of the work.
17.1 All notices shall be sent to Julia Brown and to the Client at the address stated in this Agreement. Each party shall give written notification of any change of address to the other party prior to the date of such change.
18.1 These Design Terms and Conditions supersede any previous Design Terms and Conditions distributed in any form. Julia Brown reserves the right to change any rates and any of the Design Terms and Conditions at any time and without prior notice.
19.1 The placement of an order for design and/or any other services offered by Julia Brown, by email, verbally or in writing, is deemed to be acceptance of these Terms and Conditions, which are freely available at www.brownowldesign.com.
19.2 An estimate validated by the Client’s signature on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quote and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and Julia Brown.
20.1 These Terms and Conditions are governed by the law of England and Wales and may not be varied except by agreement in writing. The parties hereto submit to the non-exclusive jurisdiction of the English Courts.