The client appoints Visuality Group Limited to undertake and co-ordinate the Project within the agreed period in return for the Contract Price agreed plus disbursements and expenses. If after the start of the project, the client requests that the scope of the project be changed, Visuality Group Limited reserves the right to make an adjustment to the Contract Price originally agreed.
Whilst all estimates are made in good faith, it is not always possible to quantify in advance the exact level of costs and expenses that are likely to be incurred during any particular stage of work. Visuality Group Limited therefore reserves the right to submit additional charges where necessary to complete a project. For budgetary purposes, Visuality Group Limited will endeavour to provide clients with an indication of such charges in advance.
Fifty percent of the agreed Contract Price will be invoiced upon commissioning the Project. The balance will be invoiced upon completion together with any out-of-pocket expenses incurred. Where a project has been quoted in stages, then each stage shall be undertaken in accordance with these conditions and Visuality shall be entitled to be paid 50% of the agreed Contract Price for each stage in advance.
VAT will be levied at the appropriate rate.
Invoices are payable within 30 days of their date of issue.
If more than one design is chosen by the client and this was not expressly provided for in the agreed brief, then Visuality shall be entitled to charge an additional 50% of the agreed Contract Price for each additional design progressed.
Visuality Group Limited is an independent contractor of the client and is not a partner, joint venturer, employee, agent or representative of the client. The client and Visuality Group Limited mutually acknowledge that neither is authorised to bind the other in any manner whatsoever.
Copyright, or any other intellectual property relating to a finished design, will be licensed by Visuality Group Limited to the Principal, for the specific use indicated in the original brief, when and only when the full Contract Price for the service has been paid. The transfer of any such rights will apply only to the territory or territories indicated in the original brief. No such rights will pass in the case of work which is undertaken by Visuality Group Limited speculatively. Visuality Group Limited reserves the right subsequently to exploit any work or material which it does not take to completion, for its own benefit or that of a third party.
Visuality Group Limited warrants that its own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary) it is under no obligation to make any enquiry in this respect and save to the respect that it is in breach of warranty it shall have no liability to the client in respect of any infringement or alleged infringement of intellectual property or passing off.
It is the responsibility of the Principal to check the accuracy of all artwork or proofs supplied by, or on behalf of Visuality Group Limited.
Visuality Group Limited undertakes to prepare any agreed documentation within the agreed period. Visuality Group Limited further undertakes not to disclose at any time to any other person (except for purposes of conducting the project) any confidential information. Such information comprises any documents or information designated by the client as confidential and disclosed solely for the purposes of the project, so long as such information is not known to others or is not in the public domain. The client undertakes to keep confidential any know-how and procedures disclosed by Visuality Group Limited in the course of a project, not within the public domain
The client warrants that any data, information or materials provided by it to Visuality Group Limited in relation to the project is the property of the client and does not violate any patents, copyrights, trademarks or other intellectual property rights of any third parties and complies with the relevant UK legislation. The client agrees to indemnify Visuality Group Limited against any loss or damage suffered by Visuality Group Limited on account of or with respect to the use of such data or materials in relation to the project.
Except where otherwise stated explicitly in these conditions, Visuality Group Limited has made no warranties or representations whatsoever with respect to or in connection with the performance of the project by Visuality Group Limited, or the accuracy, usability or reliability of any data, information, reports, conclusions, recommendations of all or any part of Visuality Group Limited’s work, pursuant to the project or otherwise, nor shall Visuality Group Limited be deemed in any circumstances to have made any such warranties or representations. The client hereby expressly holds Visuality Group Limited harmless, releases Visuality Group Limited and waives any claims or actions against Visuality Group Limited relating to or with respect to the actual or alleged breach of any such warranty or failure to perform in accordance with any such representations.
Failure or delay by Visuality Group Limited in performing its obligations under an agreement due to circumstances outside its reasonable control shall not constitute a breach of that agreement. In such circumstances, Visuality Group Limited shall undertake to remedy the failure or delay at the earliest opportunity. In no event shall Visuality Group Limited be liable or deemed to be in default of the conditions, for any loss, damage or expense incurred by the client as a result of such delay.
The instruction by a client, either written or verbal, to commence work on a project will be deemed an acceptance of these terms and conditions.
Visuality Group Limited shall be entitled to full recognition for any items supplied to the Principal and shall be allowed to make reference to such items or services for its own promotional purposes, following the Principal’s commercial exploitation of the project. The Principal will undertake, wherever practicable, to provide Visuality Group Limited with an example of the finished product or packaging, following its commercial exploitation.
Visuality Group undertakes to comply with all obligations that may arise from any General Data Protection Regulations (GDPR) that may be in force; the client equally agrees to fulfil its obligations with respect to any personal data passed to it by Visuality during the course of a project.
These terms and conditions override any other terms and conditions, unless expressly agreed in writing by a director of Visuality Group Limited.
The proper law of any contract will be English and all disputes arising in connection herewith shall be submitted to the non-exclusive jurisdiction of the English courts.
