BACKGROUND:

 

Somethingpreeti Creative (the “Service Provider”) provides Branding and Communication Design services to business clients.  These Terms and Conditions shall apply to the provision of services by Somethingpreeti Creative to its clients.

 

1. Provision of the Services
1.1) With effect from the Commencement Date agreed in writing, Somethingpreeti Creative shall, throughout the Term of the Agreement, provide the Services to the Client.
 

1.2) Somethingpreeti Creative shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the sector in the United Kingdom.

 

1.3) Somethingpreeti Creative shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of
such changes.

 

2. Intellectual Property Rights

2.1) Upon receipt of all sums due under the Agreement, Somethingpreeti Creative shall assign the ownership of all Intellectual Property Rights that may subsist in anything produced by Somethingpreeti Creative in the course of providing the Services.
 

2.2) Somethingpreeti Creative shall waive all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.
 

2.3 ) Client agrees that Somethingpreeti Creative may show the artwork created by him for the Company on personal marketing reels and
on the web site at www.somethingpreeti.com.  Only Somethingpreeti Creative reserves the right to seek Portfolio Rights.

 

3. Client’s Obligations

3.1) The Client shall provide all pertinent information to Somethingpreeti Creative that is necessary for the provision of the Services.

 

3.2 ) In the event that Somethingpreeti Creative requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner. 
 

3.3) Any delay in the provision of the Services resulting from the Client’s failure or delay in providing information shall not be the responsibility or fault of Somethingpreeti Creative.
 

4. Fees, Deposits and Refunds

4.1) Somethingpreeti Creative will issue a quote to The Client to be signed and dated. The Client must send back the quote and pay a 50% deposit of the full Fee at the start of the project. The remaining fees must be paid after the final invoice is issued. It is at Somethingpreeti Creative's (Preeti Nayee's) discretion to adjust the terms of payment which can be referred to in the quote proposal. 
 

4.2) All payments are required to be made between 3, 7, 14 and 28 business days of receipt of the invoice.

 

4.3) Any sums which remain unpaid after 3, 7, 14 and 28 business days shall incur interest on a daily basis at 4% above the base rate of Bank of England from time to time until payment is made in full of any such outstanding sums.

 

4.4) Somethingpreeti Creative does not charge VAT (Value added tax). The only time when the client will be charged VAT will be when creative services are purchased on behalf of the client’s request from third-party suppliers. For example, purchasing typefaces and stock library images or when the designer collaborates with third-party suppliers to commission, for example, copywriting services, photography, motion graphics, music, illustrations, 3D modelling or website development. All additional cost beyond the designer’s initial cost proposal will be added onto the final invoice and a separate invoice from third-party suppliers will also be sent to the client as proof of purchase.

 

4.5) Somethingpreeti Creative guarantees your full satisfaction or your money back. An administration fee of 3.5% of your original purchase price will be deducted from the amount refunded. The refund policy will not take effect in any of the following events:

 

4.5.1) If you have approved your designs and copy.

4.5.2) If work was commenced on one of your samples and 2 or more designs or copy changes were effected at your request.

4.5.3) If the business for whom the designs or copy is being created for closes, or changes its name, or changes its activity.

4.5.4) If the entire project or part of the project was cancelled for reason(s) unrelated to the designs or copy of Somethingpreeti Creative

4.5.5) If you do not communicate with Somethingpreeti Creative for more than 2 weeks following the submission of the project.

4.5.6) If other companies were hired to work on the same design or copy project at the same time.

 

4.6) How the money will be transferred: If you have paid using your credit card or debit card - the money will be transferred back to your bank account. It may take up to 6 business days before the money will appear on your account. If you have paid using a cheque or a money order your refund will be sent to you by bank transfer.

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4.7) You are entitled to 2/3 sets of amendments. Any amendments to the same design or copy thereafter will be charged between
£12.50hr - £35hr dependent on the level of changes and charged to the invoice on completion of the project.

 

5. Liability, Indemnity and Insurance

5.1) Somethingpreeti Creative shall ensure that it has in place at all times suitable and valid insurance.

5.2) In the unlikely event Somethingpreeti Creative fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.

 

6. Confidentiality
6.1) Each Party shall undertake to:

6.1.1) keep confidential all Confidential Information;

6.1.2) Not disclose any Confidential Information to any other party;

6.1.3) Not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

6.1.4) Not make any copies of, record in any way or part with possession of any Confidential Information; and

6.2) Either Party may:

6.2.1)  disclose any Confidential Information to:

6.2.1.1)  any sub-contractor or supplier of that Party;

6.2.1.2) any governmental or other authority or regulatory body; or

6.2.1.3) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law.  
 

7. Force Majeure

In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period exceeding 30 business days, the other Party may at its discretion terminate the Agreement by written notice at the end of that period.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. 
 

8. Effects of Termination

Upon the termination of the Agreement for any reason:

8.1) any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;

8.2) the Intellectual Property Rights licence granted shall terminate and the Client shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to Somethingpreeti Creative any such material in its possession or control.
 

9. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
 

10. Assignment and Sub-Contracting

10.1) Somethingpreeti Creative shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of Somethingpreeti Creative.

 

11. Time

11.1) The times and dates agreed with the Client shall be for guidance only and shall not be of the essence of the Agreement.  It may be varied by mutual agreement between the Parties.

 

12. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
 

13. Third Party Rights

13.1) No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999
shall not apply to the Agreement.

 

13.2) Subject to Clause 17 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

 

14. Notices

14.1) All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

14.2) Notices shall be deemed to have been duly given:

14.2.1) when delivered if delivered by courier or another messenger (including registered mail) during normal business hours of the recipient; or

14.2.2) when sent if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

14.2.3) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

14.2.4) on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case, notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

15. Entire Agreement

15.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

 

15.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

16. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions.  The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
 

17. Law and Jurisdiction

17.1) The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

 

17.2) Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.