Terms of Business

Introduction

Definitions: The services which are to be provided by us are referred to as “The Project”. The term ‘Intellectual Property’ refers to patents, registered trademarks, registered service marks, registered designs, applications for any of the forgoing, copyright, moral rights, trade marks and names, service marks and names, logos, symbols, emblems, insignia, indicia, slogans, confidential information, trade secrets, inventions, discoveries, improvements, processes and formulae (whether or not reduced to writing and whether or not capable or registration), the legal equivalents throughout the world and the legal protection thereof throughout the world, including the right to sue for damages and remedies in respect of any infringement or violation thereof.

The Proposal: Following initial discussion, you will be presented with a written and/or visual proposal which, subject to the provisions herein, may describe The Project including information on stages, timing, fees, expenses, and which shall incorporate these terms of business. The copyright in our proposal, which should be treated by you in the strictest confidence, will remain vested in us at all times.

Terms & Conditions

Confidentiality: Thats Brave acknowledges a duty not to disclose without the permission of our client, during and after our term of appointment, any confidential information which our client may have supplied to us in the course of our work. In turn, recommendations and reports made by Thats Brave to our clients are made on the basis that they will be regarded as confidential by both parties.

Indemnity: We shall not act in a way which we know constitutes an infringement of the intellectual Property rights of a third party. However, the services comprised in The Project shall not oblige us to make any investigation in respect of the infringement of such rights, unless responsibility, unless expressly agreed in writing between us, to take whatever steps you may consider necessary to protect your rights to any work prepared, created or designed by us or our agents. In the event that we agree to undertake such work on your behalf, it shall be subject to an additional fee. In addition, you agree fully to indemnify us and keep us indemnified against and liability arising in respect of any such infringement. Furthermore, it shall be your responsibility, unless expressly agreed in writing between us,

to take whatever steps you may consider necessary to protect your rights to any work prepared, created or designed by us or our agents. In the event that we agree to undertake such work on your behalf, it shall be subject to an additional fee. Thats Brave shall not be required to print any matter which in its opinion is or may be of an illegal or libelous nature. Thats Brave shall be indemnified by the client in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design or other proprietary or personal rights contained in any material printed for the client.

Cancellation of a project: If you terminate The Project upon the completion of a stage, then you shall incur our fees and expenses up to the end of that stage. However, if you cancel the Project during a stage then you agree to pay the full agreed fee for that stage and all expenses incurred up to cancellation, including any expenses relating to work which may have been commenced but not yet presented. Cancellation of The Project must be provided in writing.

Intellectual Property Rights: Ownership of Intellectual Property rights in relation to all work prepared, designed, created, commissioned or otherwise acquired by us shall remain ours unless expressly assigned to you in writing. Upon completion of The Project and unless otherwise set out in our proposal, we shall assign to you such rights as we may then own subject to receiving from you all amounts owing, with the provision that they are limited to the United Kingdom unless also agreed by us in writing. You agree to reimburse us for any costs or out-of-pocket expenses incurred in making the assignment. If rights are so assigned it shall only be in relation to material actually incorporated or contained within the final concept accepted by you. Our fee for The Project is agreed on the understanding that no part of the work provided to you shall be used except for the purpose specified, unless expressly agreed by us in writing, and unless you have agreed to pay us such an additional fee as we agree between us. Any work submitted to you but which is not incorporated in the final concept accepted by you shall remain our property, regardless of whether or not it is subject to such rights and regardless of whether or not it is your possession.

If The Project is cancelled, you shall not be entitled to such rights, nor to use or otherwise exploit the ideas or other information made known to you during the course of The Project.

Proofs: It shall be your responsibility to check and approve the content of all work submitted to you including text (where it occurs), photography, illustrations, technical drawings and artwork. And subsequently, it shall be your responsibility to sign-off colour proof, ozalid, cromalin, and running sheets and any other work submitted, to proceed to the next stage. We shall not be responsible for any errors there in which are not corrected by you.

Due acknowledgement: You agree that we shall be entitled to acknowledgement in respect of work provided by us whether created wholly or partly to our design or with the benefit with the services provided by us. For the purpose of presenting examples of our work we shall be entitled to publish, display or broadcast any work or idea, created or designed by us or our agents, which is in the public domain. Infringement of terms and Conditions: If you fail to comply with the above terms it will entitle us, at our discretion to suspend progress of the project and treat the contract as having been wrongfully terminated by you.

Legal Jurisdiction: The contract shall be governed by the laws of England. Jurisdiction will reside with the English courts without prejudice to our right to bring proceedings in any other court which has jurisdiction.

Variation of terms: These terms and conditions shall apply to all contracts entered into between us, unless varied or altered by a document signed by a duty authorised officer.

Completion dates: Completion dates are forecast on the information available to us at the time and are made in good faith. However, you agree that such dates may be subject to factors beyond out control and which are not reasonably foreseeable at the beginning of the project. You therefore agree that we shall not be responsible for any loss or damage to to any services not being completed or good not being made available within a specified period, owing to such factors.

Fees: The fixed fee is calculated on estimate of the total time and costs involved in completing the stage of the project. Invoices are rendered upon completion of each stage. Production costs are invoiced in addition to design fees. These commonly include photography, illustrations, typesetting, copywriting, artwork and printing and are charged together with a standard markup. In addition messenger and delivery charges are charged out of cost. Should the project vary from the agreed proposal then we shall be entitled to amend and estimate supplier costs and expenses. Where your cancellation or postponement of part or whole of The Project leads to our incurring a third party’s cancellation charge, you agree to pay this charge.

Variations of quantity when printing: While every endeavour will be made to ensure delivery of the correct quantity, estimates are conditional upon margins of 5% of work in one colour only, and 10% for other work being allowed for over or shortage, the same to be charged or deducted.

Payment terms: Our payment terms are 15 days from invoice date. Where a debt remains outstanding we shall, at our discretion, be entitled, whether or not the contract has been terminated and without prejudice to any other remedy, to levy interest at 2% per month from a date previously notified to you.

Invoicing schedule: Prior to the commencement of each stage we shall be entitled to invoice 50% of the estimated fee for that stage. The balance of the fee for each stage can be invoiced monthly, relative to the work completed, or at the end of the stage if the stage lasts less than one month.

Retention of title: No property in or title to the goods which we shall supply shall pass to you until such time as you have paid to us, in full and unconditionally, all sums due with respect to such goods. This does not apply to photographic materials and original illustrations where ownership remains with the photographer, photographic agency or illustrator.