Terms & Conditions
You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
A “business day” means any day other than a Saturday, Sunday or bank holiday.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
Words imparting the singular number shall include the plural and vice-versa.
Services
We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Dates And Timelines
If proposals include information on dates and timing, clients should bear in mind that if particular dates are missed, it may not be possible to meet the time commitments given later on in the timeline.
It may not necessarily be possible that the entire timeline be ‘moved back’ by a given number of days, as it may depend on the availability or workflow of third parties. The timings of weekends and holidays can also have an impact, for example, if approval to print is given on a Friday rather than a Thursday. We will provide up-to-date information on timings as projects progress.
Your Obligations
You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
If you do not comply with clause 10, we can terminate the Services.
We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
You understand that a two week notice period is required for any additional work that needs carrying out. Should you require any additional work to be carried out on shorter notice, we shall endeavour to meet your requirements wherever possible, however, it cannot be guaranteed.
Drafts And Amendments For Copy
We will provide you with draft copies of certain material for your editorial comments and approval unless you request otherwise. Requests for changes to any draft requested within thirty days will be made within two weeks. Any changes requested after this period are made at our discretion, and we cannot guarantee how long they may take, although every effort will be made to accommodate your needs.
If amendments are required we will work on the content until you are happy with the finished product, PROVIDED you do not use the original draft of the post, in any capacity, and your reasons for requesting changes are due to dissatisfaction with the writing, and not the chosen topic, theme, or any aspect of the post you yourself decided upon.
In the unlikely event a post, page or other piece of content needs to be COMPLETELY rewritten and the fault lies entirely with us, we will do so free of charge. If the reason for the rewrite is due to a change in circumstance or desire on your part (i.e. a change of topic, approach, angle, etc.) which occurred after the writing process began, you will be charged for the additional work required to complete the rewrite at the hourly rate that is current at the time.
You may request revisions to draft posts we send to you under the following conditions:
1) Revisions constitute reasonable changes affecting no more than 10% of the text. Anything in excess of 10% will incur an additional fee of £50 (fifty pounds) if the fault does not lie with us. Anything requiring a complete re-write will incur an additional fee of £100 (one hundred pounds).
2) Post themes and topics are agreed upon in advance, should you wish to change either AFTER a draft has been written this will incur an additional fee of £100 (one hundred pounds).
3) You may request minor changes to structure, phrasing, tone, word usage, spelling and grammar, on the condition that you understand any changes requested resulting in errors are your responsibility, and not ours.
4) All revision requests are made within 30 days of the draft being sent to you, THIS INCLUDES POSTS THAT HAVE ALREADY BEEN PUBLISHED.
5) Any changes requested by you, resulting in the need for the word count to exceed the 10% margin will incur an additional fee. The 10% margin applies to any post commissioned with a set word count. Example posts may be up to 2000 (two thousand) words long. The 10% margin allows for anything up to 10% over this margin. Posts in excess of 2200 (two thousand two hundred) words will incur additional fees of £5/100 (five pounds per one hundred) words. We may include additional words where we feel necessary, at no additional cost, at our discretion. Additional words requested by you will incur a fee.
Fees
Our fee structure will be outlined below. This will be a monthly retained amount for a set period but can also include one-off fees for additional work requested beyond the scope of the agreement.
You must pay us for any additional services provided by us that are not specified in the quotation in accordance with the current, applicable hourly rate in effect at the time of performance, or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
We reserve the right to make additional charges in some situations, for example:
- Reasonable changes (affecting up to 10% of the text) are included as part of the charge for writing text. Changes that affect over 10% of the text, or substantively change an agreed structure, topic, or running order, may be charged extra.
- Resubmissions: The charge for editing supplied text may be re-applied if you supply a new version that supersedes a version previously understood to be final.
- Unused/deleted material: No cost reduction is applicable in the event that you delete, request that we delete, or decide not to use text that we have created as previously agreed.
- Additional words: Any words over and above the word limit stated in the quote that are requested by you, or necessitated by your requests, will be charged at a flat rate of £5/100 (five pounds per every one hundred) words, to be invoiced separately.
- Additional research: Any research over and above a reasonable amount for the scope of an article of the word limit stated in the quote will be charged at flat a rate of £50/hour (fifty pounds per hour). You will be notified of any additional work needed prior to its completion and the incurrence of any additional fees.
- Anything not covered by this agreement, that will incur additional charges at our current hourly rate.
Defaulted Payments
Cancellation And Amendment
We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
If due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Proposals
ACRYLIC DIGITAL LIMITED produces price estimates and brief proposals free of charge. In addition, we provide consultancy on choices regarding format and medium, commercial publication etc. Consultancy is provided on our part in good faith, based upon our knowledge of client needs, and the publications and marketing solutions specific to our area of expertise. We cannot accept liability of any kind for action taken by clients or client businesses as a result of our advice. We cannot accept liability of any kind in the even clients or client businesses refrain from taking action as a result of our advice.
If the project is very large or complex, or work is required in order to clarify its scope and timescale, we may ask that the creation of the proposal be regarded as a chargeable task in itself, to be invoiced separately from the main project if you decide not to proceed.
Payment
Retained clients will be invoiced for payment of the Fees once per month on a recurring basis, beginning on the date the contract commences. Payment is required monthly, via DIRECT DEBIT, on the 1st of each month. If you are unable to sign up to our direct debit service, payment should be made to the account details provided on your invoice via BACS. If you are unable to make payment via direct debit, payment MUST be made on the due date or an administration fee will be invoiced separately to cover administration expenses.
Any additional work requested beyond the scope of your agreed upon contract will be billed separately each month.
Any standalone projects will require a deposit to be paid before work begins, with a payment arrangement for the remaining costs of work set out and agreed at the outset of the project.
Time for payment shall be of the essence of the Contract.
Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you.
In the event you fail to make a payment on time, we reserve the right to withhold any existing content and pause the creation of further content until full payment has been made. We reserve the right to cancel your service completely, including any eligibility for future offers and price guarantees, in the event payment is in excess of 7 days (seven days) late without explanation.
In the event you are unable to make a payment on time, you agree to get in touch and make us aware of the situation as soon as possible – preferably before the payment becomes late. Provided you offer a reasonable explanation for the delay, give details of when payment will be possible, and successfully make payment within that time period, your service will not be cancelled, however, this is contingent upon continued, honest and open communication, and your service will be paused for the duration of time payment is overdue. It is highly advisable to avoid this, as marketing depends upon the publication of regular and consistent content. Any disruption in the service due to late payments will disrupt the effectiveness of the service and undermine your return on investment.
Receipts for payment will be issued by us only at your request.
All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting And Assignment
We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to pay any amount due under the Contract on the due date for payment, or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding-up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
You can terminate the provision of the Services immediately if we:
a. commit a material breach of our obligations under these Terms and Conditions.
b. are or become or, in your reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
c. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
d. convene any meeting of our creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of our assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of Acrylic Digital Limited, notice of intention to appoint an administrator is given by us or any of our directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for our winding up or for the granting of an administration order in respect of Acrylic Digital Limited, or any proceedings are commenced relating to our insolvency or possible insolvency.
Any termination of this agreement will need to be sent in writing (physical or electronic) with a notice period of 2 calendar months.
- If more than 50% of the initial contract period has elapsed there will be no additional termination charges.
- If less than 50% of the initial contract period has elapsed there will be a termination fee of 3 months or 25% of contract value whichever is the greater.
Intellectual Property
We reserve all copyright on content created for your publication up to the point a draft has been finalised and agreed upon and payment has been made in full. Information and additional content provided to you pertaining to your ideal client and brand archetypes, or any other aspect of the methodologies and principles of design remain the intellectual property of Acrylic Digital Limited and may not be shared, copied, distributed, or in any way used for any purpose, or in any form that extends beyond its intended use as part of your internal marketing strategy.
Copyright in all published content (such as text and designs produced on your behalf) will pass to you on payment of your invoice, with the exception of licensed materials such as photography, which remain the property of the licensor and subject to their terms and conditions. Please note that under UK law, all printed materials must bear the imprint (name and address) of the publisher, which in the case of ACRYLIC DIGITAL LIMITED projects is the CLIENT rather than ACRYLIC DIGITAL LIMITED.
You accept all responsibility for any copyright issues arising from the publication of content produced by us that summarises, rephrases or otherwise refers to third-party sources at your request and as part of the agreed assignment.
Once full payment has been made and a draft finalised, copyright passes to you, as does all responsibility for the copy. We reserve any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Content Disclaimer
Although we will make every effort to avoid errors, omissions, misrepresentations, inaccurate implications and other inaccuracies in the content of publications that we manage, the final responsibility for published material remains with the client.
We cannot accept responsibility or liability of any kind for any loss or damage, whether material, financial, commercial or reputational, that you incur as a result of your choosing to publish materials that we have worked on.
For print projects, we will require a written sign-off from you before carrying out printing, confirming that the content shown in a PDF proof is approved. This can be supplied in the form of an email confirming (for example) that a specific PDF file is accurate and satisfactory.
Liability And Indemnity
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances Beyond A Party’s Control
Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, illness or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or another messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No Waiver
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law And Jurisdiction
These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.