Agency terms and conditions

(Last updated 19/12/2020)

Acceptance of quotation and payment of deposit will be taken as acceptance of the following terms and conditions. Please ensure you have read and fully understand what is written below. Please contact us if anything is not clear to you.

1) All costs provided include VAT where applicable and are valid for thirty days from the date of the quotation.

2) The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this, although the client would be made aware of this well in advance. Charges are unlikely to deviate significantly from those quoted unless requirements change, however please allow a 10% contingency on price when considering your budget to allow for potential unanticipated requirements, additional development or ‘scope creep’. Please also note that late payment of invoices may result in additional charges being incurred.

3) No creative or development work will commence until the agency has received written approval of the quotation (by hand or by email) and a minimum deposit of 70% of the agreed costs (unless otherwise agreed in writing). All projects under £10,000 require payment in advance (in-full). This ensures that the agency is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding with the project. This 70% upfront payment is non-refundable, so please make sure to ask any questions and surface any concerns before starting a project with us. Only in very special circumstances are projects under £10,000 allowed to be paid in instalments.

4) Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. on approval of logo, delivery of printed items, deployment of website, sending of e-shot etc): failure to make final payment at this point may result in delays in project delivery. All invoices must be settled in full prior to go live or final supply of assets and materials. Late payments may result in additional charges being made. If for any reason the client does not pay the full amount for any form of creative work, Clementine House reserves the right to retain creative ownership over the work generated within the project. Under no circumstances should or can the client use those creative works unit authorised by the agency. This could lead to increased fees due to late payments. Any payments which are unreasonably late will incur a 5% late payment fee every week until the balance is cleared. Under no circumstances are the creative works developed by Clementine House to be used until this balance is paid in full.

5) If a quotation has been provided where a job will be approached in ‘phases’, each stage will need to be paid in full on completion of each stage, before the agency is able to progress to the next phase. Where a job is being charged in stages (for example, an initial 60% deposit and two further payments of 20% each) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of the agency.

6) If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation (whichever occurs first), the agency reserves the right to invoice 25% of any outstanding balance, with the remaining 25% payable on completion. We reserve the right to invoice for completed work irrespective of content or final approval being provided by the client.

7) When entering into any agreement or project, the client is committing to completing the project with Clementine House Branding Agency. The agency reserve the right to request in-depth feedback from the client, in order to revise and improve the designs, if the client feels unsatisfied with the work produced. The agency must also be given enough time to revise the designs, using the direct feedback given by the client, in order to meet the clients expectations.

8) Unless otherwise stated above or previously agreed in writing, all invoices are due to be paid before we start working on your project. Please note points number 3, 4, 5 and 7 above and how this could have an impact on time scales.

9) Unless otherwise agreed in writing, work will usually commence within ten working days of deposit receipt. Any anticipated completion date provided by the agency is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. The agency will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Time lines provided are estimated but the agency will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure (acts of God).

10) Fees provided allow for presentation of a minimum of two creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, the agency will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, the agency reserves the right to potentially bring to an end any agreement with the client with no refund of deposit or payments made previously.

11) Costs provided allow for a maximum of three sets of client amends after which time additional charges may become payable, although the client would be made aware of this in advance.

12) At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the client would be made aware of this in advance.

13) Fees provided allow for occasional meetings at key stages for a ‘reasonable’ length of time between the agency and client. Some meetings may incur additional charges for time spent, although the client would be made aware of this in advance. If the agency also purchases any asset (digital or physical) to hold or secure for the client, the client has 30 days to confirm the exchange, otherwise Clementine House is free to use or sell any of the assets being held. This is relevant to any form of project or service we provide, including names, domains, logos and websites. All decisions are to be confirmed within 30 days, otherwise the work is free for Clementine House to sell or use for any reason we see fit.

14) Unless otherwise agreed in writing, projects are subject to a ‘standard disbursement charge’ to cover anticipated costs for in-house colour printing, travel, postage etc.

15) Unless otherwise agreed in writing, our fees include: VAT where applicable; stock library images, photography or video outside of our in-house resources; bespoke illustration; copywriting; website hosting or backups; translation services; travel and accommodation outside of London; talent (models and actors etc.); any third-party media, production, distribution, couriers, proofs, mock-ups, proof reading or printing that may be required; other third-party costs incurred (such as merchant bank and payment gateway charges) etc.

16) The agency recommends that clients use our preferred suppliers for print and is able to provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. We always seek a number of quotations from our trusted print suppliers and provide a complete management service: from print sourcing to print-liaision to proof checking. Although clients are not contract-bound to use the agency to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own print supplier, the agency will simply provide artwork directly to the client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.

17) In addition to print suppliers, the agency works closely with other third-party partners and suppliers, including sign manufacturers and installers, photographers, illustrators, film makers, interior designers, external website developers and coders, and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.

18) Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g the agency printer, the client’s printer, the image setter, the monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘wet-proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as the client accepts there may be inconsistencies across work produced, this step may not be necessary. The agency does not accept any responsibility for colour variations as a result of these indeterminate factors.

19) Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of Clementine House Branding Agency. Full copyright and ownership of all ‘commissioned’ work will reside with Clementine House Branding Agency until full payment has been received, at which point the agency will surrender to the client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing wherever possible and the agency’s right to use the work for self promotion in its portfolio, in presentations, in advertising, in print and online.

20) Clementine House Branding Agency will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to the agency. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.

21) If requested, the agency will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc). However the agency does not by default (and possibly without further charge) provide clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any ‘working’ or ‘development’ files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with Clementine House Branding Agency for non-exclusive future use.

22) The agency will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client.

23) The client agrees to indemnify Clementine House Branding Agency and keep the agency indemnified and hold the agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The agency will not be held responsible for any delays, errors or losses arising from any third party.

24) The client agrees to alert the agency in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. The agency will not be liable for any claims made after this period. The Perfect Money Back Guarantee we offer for naming projects can be used if we feel we can not achieve the objectives previously discussed and set in the original brief. As an agency, we gather requirements at the beginning of every creative process. Before starting any creative process, we will confirm directions and set expectations in regards to other areas of the results we can achieve within the project. This could mean finding a .COM domain which is highly desirable for a price within your budget, and your budget not being big enough to afford the standard of domain you want to secure. This is not the agencies fault and we reserve the right to try our best to find the best possible solution for your budget. In regards to brand names delivered, all names will be focused around directions previously agreed with the client. Once directions are agreed upon and the brief is set, any changes to the brief are there responsibility of the client and may incur additional costs.

25) For all web related projects, unless specifically stated, the client will retain 100% ownership of the web page design only (ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations).

26) The agency offers a web hosting service to host the websites we have built for our clients. This is recommended in order to ensure ongoing quality of service and is a mandatory requirement for websites incorporating a content management system (CMS) or e-commerce system. Although the standard of our hosting packages are high, the agency is unable to guarantee 100% up-time (as no web host would) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. The agency makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall the agency, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers. Separate terms and conditions apply for website hosting and these can be provided upon request.

27) Appropriate credit and acknowledgment for work produced by the agency should be attributed to Clementine House Branding Agency where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for the agency’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the client.

28) These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. Clementine House Branding Agency reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.

29) During a name development project, we can appraocte that sometimes personal preference can be a factor in choosing a brand name for your project. As every project starts with us dicussing the directions we will be exploring regarding your brand name development, all of the names we develop will be based around the brief originally agreed and set. Under no circumstances is the project to be made refundable or discounted due to the names not satisfying the personal tastes and preferences of the client. Our brand name development process is focused around strategically positioning your brand in the mind of the customer. However, we do beleive in discussing all thoughts you have and refining the names to find a solution which makes sense for the business and which the client can confidently use going forward. We reserve the right to discuss any comment made my a client regarding any brand names developed in a bid to encourage effective questions and help us get the best result possible. Once the brand name development process has started, the project is not refundable, due to the costs, time and resources required to fulfil the project.

If you have any questions or concerns regarding these terms and conditions, please reach out to us at scott@clementinehouse.com