Terms & Conditions
The terms of MA Design’s project agreements expire 30 days after being presented to our clients. If this agreement expires, we reserve the right to amend the agreement details and resubmit to our clients.
All our clients must agree to pay MA Design the full fees listed in the project agreement, including VAT. Subject to prior agreement, our clients will pay incurred/additional expenses, including but not limited to: (1) Incidental and out-of-pocket expenses at cost plus MA Designs standard markup of 30%; (2) Milage re-imbursement, other than normal commuting, at 0.40p per mile; (3) Travelling expenses, other than normal commuting, but including airfare and/or rental vehicles, with prior client approval. Pricing in the Project Proposal includes only MA Design fees. Any other costs, such as domain purchases and website hosting, art licensing or photography, will be billed to our client unless otherwise agreed.
All MA Design projects that exceed £100 will require a 50% deposit upon agreement, an invoice will be raised and once payment is received MA Design will commence the necessary works. Final payment will be due when MA Design completes the agreed project. All final invoices are payable within 14 days of receipt. Invoices shall list any expenses and additional costs as separate items for ease of clarification.
MA Design will present two payment options to its clients. All immediate payments within the 7 days of receipt will be subject to a 5% discount, both settlement figures will be displayed clearly on the invoice.
All grants of any license to use or transfer ownership of any intellectual property rights under this agreement are conditioned on full payment, including all outstanding additional costs, expenses, fees, or any other charges.
CHANGES TO PROJECT SCOPE
If our client wish to change the content of work after acceptance of this project agreement, our client shall send AM Design a written request detailing all required changes. Within 14 days days of receiving a client request, MA Design will respond with a new statement proposing studio availability, any additional fees, changes to deadlines and delivery dates, and/or any modification/s to the Terms and Conditions. MA Design will evaluate each amendment at its standard rate and charges. Our client will be billed on a time and materials basis at MA Design’s hourly rate of £39.00 per hour. Such charges shall be in addition to all other prior amounts payable under original agreement, despite any maximum budget, contract price or final price agreed. MA Design may extend or modify any delivery schedule or deadlines in the agreement as may be required by such changes. Our client will have 14 days to respond in writing accepting or rejecting the new proposal. If our client rejects the proposal, MA Design will not be obligated to perform any services beyond those in the original agreement.
ACCREDITATION AND PROMOTION
MA Design are entitled to place an accreditation, as a hyperlink, in the form, size and location as incorporated by designer in the deliverables on each page of the final deliverables. MA Design retains the right to reproduce, publish and display the deliverables in MA Design’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
RELATIONSHIP OF THE PARTIES
MA Design are an independent contractor. MA Design shall determine, in its sole discretion, the manner and means by which the services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this agreement. Neither party is authorised to act as agent or bind the other party except as expressly stated in this agreement. MA Design and the work product or deliverables prepared by MA Design shall not be deemed a work for hire as defined under Copyright Law. All rights granted to client are contractual in nature and are expressly defined by this agreement.
REPRESENTATIONS AND WARRANTIES
Client represents and warrants to MA Design that to the best of client’s knowledge, use of the client content does not infringe the rights of any third party. MA Design represents and warranty to client that to the best of MA Design’s knowledge, the deliverables will not violate the rights of any third parties.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, MA DESIGN MAKES NO WARRANTIES WHATSOEVER. MA DESIGN EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
INDEMNIFICATION AND LIABILITY
Client shall indemnify MA Design from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in deliverables at the request of the client.
THE SERVICES AND THE WORK PRODUCT OF AM DESIGN ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF AM DESIGN, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF MA DESIGN. IN NO EVENT SHALL MA DESIGN BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY MA DESIGN, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
TERM AND TERMINATION
This agreement shall begin when both parties sign and shall continue until all services are complete and delivered, or until the agreement is terminated. Either party may terminate this agreement at any time, on 14 DAYS prior written notice if the other party breaches any of its material responsibilities or obligations under this agreement and fails to cure that breach during that 14 DAYS day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, client shall pay MA Design for the services performed through the date of termination in the amount of a prorated portion of the fees due. client shall pay all expenses, fees, and additional costs incurred through the date of termination.
MA Design grants to client a non-exclusive, perpetual and worldwide license to use and display the final deliverables in accordance with this agreement. The rights granted to client are for use of the final deliverables in its original form only. Client may not change, create derivative works or extract portions of the final deliverables.
MA Design retains all rights in and to all preliminary porks. Client shall return all preliminary works to MA Design within thirty (30) days of completion of the services. All MA Design tools are and shall remain the exclusive property of MA Design. MA Design grants client a nonexclusive, nontransferable, perpetual, worldwide
license to use the MA Design tools solely to the extent necessary with the final deliverables for the project.
During the first 3 MONTHS following expiration of this agreement, MA Design shall provide up to 9 HOURS of support services at no additional cost to client. Support services means commercially reasonable technical support and assistance to maintain and update the deliverables, including correcting any errors or deficiencies. Requests for additional support will be billed on a time and materials basis at MA Design’s standard rate. The services in the warranty period and do not include enhancements to the project or other services outside the scope of the proposal.
Alteration of any deliverable is prohibited without the express permission of MA Design. MA Design will be given the first opportunity to make the required alterations. Unauthorised alterations shall constitute additional use and will be billed accordingly.
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modifications to this agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this agreement shall be given via email with return receipt requested and confirmation of receipt given. Notice will be effective on confirmation of receipt. Rights or obligations under this agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. If any provision of this agreement is held invalid or unenforceable, the remainder of this agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this agreement, and shall not have any legal effect. This agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this agreement.