1. The Project and Application of these Terms
The commission and brief shall be confirmed in writing before proceeding, the services and fees being stated, together with an estimate of cost for the various stages. Wash Design shall have no obligation to begin work without written agreement. These Terms shall apply to all services and fees agreed whether before or after these Terms are introduced.
Wash Design undertakes to abide by the Code of Professional Conduct of the Chartered Society of Designers. When working abroad, Wash Design will observe the rules of professional conduct of the representative professional association in the country concerned.
Each party undertakes not to disclose any confidential information obtained from the other concerning the business methods, know-how and affairs of the other without the other’s prior approval. Each party shall ensure that his staff and any sub-contractor involved in the commission shall be bound by the same conditions of confidentiality.
Wash Design shall be paid all monies due, in an agreed currency, including where relevant VAT or other statutory additions, together with any related costs and expenses.
All monies so due shall be paid during the month following the submission of the account by Wash Design.
For continuing work: after the first invoice. Accounts will be submitted at the end of each calendar month for the work carried out during that month, or at set stages in the work as agreed in advance. Interest will be charged at the cumulative rate of 4% per annum above bank base rate on all sums excessively overdue and in respect of each calendar month after such sums have become due and payable.
In addition to fees, Wash Design shall be reimbursed at cost for all reasonable outof-pocket expenses (whether by the designer or any other person engaged on the commission) actually and properly incurred in the execution of the commission. Such expenses will include but without limitation hotel, subsistence and travelling expenses, use of car, long-distance telephone calls, courier service etc. Where such expenses are likely to exceed [£300] then Wash Design shall be entitled to require money on account from the client before incurring the expense.
Costs for such items as prints and other reproductions of drawings, the provision of dummies etc, furnished at the client’s request or with the client’s approval (unless they comprise the design proposals or are included in a fixed fee agreement) shall be charged separately. Wash Design is entitled to add a handling fee for this service.
Until all fees, costs and expenses have been paid the ownership in all artwork or any other physical material produced by Wash Design (including but without limitation sketches. drawings or dummies) shall remain with Wash Design who shall be entitled to enter the premises of the client and to recover all such artwork and physical material if any such fees costs or expenses remain unpaid (whether wholly or in part) after they have become due to be paid.
8. Free Specimens
The client shall provide Wash Design free of charge, with a reasonable number of specimens of any work carried out in connection with the commission.
9. Use of Work
Wash Design hereby grants an exclusive licence to the client to use designs or other work specifically created for the project for the sole purpose for which it was commissioned. Wash Design hereby grants a non-exclusive licence to the client to use all other designs or other work incorporated in the project for the sole purpose for which it was commissioned. The design or other work carried out in accordance with the commission shall not be used for any purpose other than that for which it was commissioned (without the prior written approval of the designer). In no circumstances may any work in rough or uncompleted form be used or published as finished work without the prior written approval of the designer. Wash Design shall at all times be entitled to use for purposes of promotion any of the commissioned work or any description or illustration of the commissioned work (even if the intellectual property rights have been assigned to the client).
No modifications or alterations to any designs or other work created for the commission may be made without the consent of Wash Design. Any agreed modifications or alterations shall only be carried out by or under the supervision of Wash Design and shall be paid for at a rate agreed in advance. In the event of any reprints being obtained by the client, these shall not differ in any way from the originals supplied, without the consent of Wash Design.
11. Legal Requirements
It is the client’s responsibility to ensure that the work complies with the laws of the country for which it is intended.
12. Design Credits
Wash Design asserts its right to be identified as author of any design work which has been created as a result of the commission and any publication of that work or reproduction thereof on any finished product shall bear a clear and distinctive credit to Wash Design as approved by them.
Wash Design’s name or trading style shall not be registered in any way or used upon or in relation to any of the commissioned work unless asserted as above or approved in advance by Wash Design in writing.
13. Intellectual Property Rights
Any design or registered design rights arising in all or any of the work created by Wash Design shall be assigned by the client and belong to Wash Design. All intellectual property rights arising in all or any of the work created by Wash Design are and shall remain the property of Wash Design unless assigned in writing after payment of all fees, costs and expenses have been paid. Any fees paid to Wash Design shall not be deemed to include the assignment of any such intellectual property rights.
If any intellectual property rights arising in respect of the commissioned work are acquired from Wash Design by the client, Wash Design shall, where reasonably requested, assist in any application for registration of any such rights. Any costs incurred by Wash Design shall be paid by the client.
15. Termination of Agreement
Any agreement between Wash Design and the client shall terminate (a) if either party commits a breach of it and fails to remedy the breach within fourteen days after receiving notification in writing from the other party specifying the breach and requiring its remedy (b) if the other party commits any act of bankruptcy or commences any proceedings for winding up (other than for the purposes of amalgamation or reconstruction) or if any Administrator, Receiver or Liquidator is appointed for the whole or any part of the business of such party.
16. Consequences of Termination
On termination or postponement of the commission, or any part of it for any reason Wash Design shall be entitled to full remuneration for the work completed to the date of termination or postponement together with all costs and expenses. If any of the intellectual property rights in any of the commissioned work have been assigned to the client, such rights shall in the event of any such termination or postponement automatically revest in and shall be assigned to Wash Design and the client shall sign all documents and do all such acts in order to fulfil the same.
17. Resumed Commission
If a postponed commission is resumed without substantial alteration within a period of one year from the date of postponement, any fees paid shall rank as payments on account towards the total final fee payable on completion of the work. Where a commission has been postponed for a period exceeding one year and then resumed, the resumed commission shall be deemed to constitute a separate contract for which fees shall be renegotiated.
Any questions of interpretation arising out of these conditions of engagement may be referred by Wash Design or the client to the Director of the Chartered Society of Designers for decision at any time, provided always that such decision is sought on a statement of undisputed facts and submitted jointly by both parties who undertake to accept the decision as final.
Where any difference or dispute arising out of these conditions of engagement cannot be determined in accordance with the ‘Interpretation’ provisions above, the matter can be referred to the arbitration of a person appointed by agreement between both parties or, failing agreement within fifteen days after either party has given to the other a written request to agree to the appointment of an arbitrator, a person nominated at the request of either party by the President or a Vice President, for the time being, of the Chartered institute or Arbitrators. (Note: parties should be aware that this procedure can be more expensive than having the matter settled by direct reference to the courts.)
20. Choice of Law and Jurisdiction
English law shall apply to these Terms. The parties submit to the exclusive jurisdiction of the English courts.