Terms and Conditions
D2 Creative Design Limited Terms and Conditions (“D2 Creative”) Definitions
The Client – The company, individual or agent requesting the services of D2 Creative.
D2 Creative – D2 Creative Design Limited and its employees.
The Price – means the price for Goods and Services as determined pursuant to clause 5.
Goods – means goods, if any, which D2 Creative supplies in accordance with these terms.
Services – means services, if any which D2 Creative provide under these conditions.
Contract – means the contract for sale and purchase of Goods and/or provision of Services.
All services supplied by D2 Creative are subject to the terms and conditions set out below.
- Any proposal(s) supplied by D2 Creative shall be deemed to include these terms and conditions and an acceptance of any such proposal or tender shall be deemed to be an acceptance of these terms and conditions.
- The copyright design rights and all other types of intellectual property right in any proposal and any draft design shall at all times remain the property of D2 Creative. Any tender draft or proposal shall be treated in confidence by the client who shall not use or divulge, nor permit any of its servants, agents or employees to divulge or use the contents thereof.
- In the event that any proposal is not accepted by the client all copies of the proposal together with any accompanying documentation shall remain confidential.
- The Price shall be D2 Creative’s written quoted price or where no price has been quoted the price shall be calculated on a time and material basis and D2 Creative’s standard hourly rate from time to time.
- D2 Creative reserves the right to increase the standard hourly rate at any time. In any event, the standard hourly rate will increase annually on the 1st January each calendar year by a minimum of 10%.
- D2 Creative reserves the right, by giving notice to the Client at any time before delivery to increase the Price to reflect any increase in the cost to D2 Creative which is due to any factor beyond the control of D2 Creative, any change in delivery dates, quantities or specifications requested by the Client, any expedited delivery requested by the Client, delay caused by any instructions of the Client or failure by the Client to give D2 Creative adequate information or instructions in respect of out of normal hours working or any increase in the cost of production.
- Any queries in relation to the Price quoted or invoices by D2 Creative must be raised by the Client within 7 days of receipt and if no such query is raised then the Price and the amount due is deemed to be agreed.
- A costing, tender or proposal of any form is deemed to be accepted by the client where agreement is provided either by email, telephone, mail or fax (“the Commission”).
- Any costing or timetable provided by D2 Creative shall be provided on the basis of the Commission shall hold good for 30 days and if not accepted within that period may be the subject to review and adjustment by D2 Creative.
- Any alteration to the Commission agreed between the Client and D2 Creative shall entitle D2 Creative to review and adjust any costing or timetable provided to the client.
- Unless otherwise agreed in writing any costing of the Commission will be exclusive of VAT disbursements and reasonable expenses incurred by D2 Creative. D2 Creative shall have absolute discretion regarding the use of specialist materials or services in completion of the Commission (including photography, type setting, courier services, express deliveries, long distance telephone calls in excess of £1, all facsimile transactions and the client shall fully reimburse D2 Creative for the cost of such items) and may sub contract such elements of the Commission as and when deemed appropriate by D2 Creative.
- All fee charges and disbursements shall be paid within 30 days of the submission of D2 Creative in default of which interest shall accrue on the gross amount of the account so outstanding at the rate of 4% above the base rate of Barclays Bank. D2 Creative expressly reserves the right to stop work on the Commission should any account not be paid.
- Non payment will result in legal action being taken if necessary through the Courts of England and Wales.
- D2 Creative reserves the right to require the Client to provide sums on account of the fee for the Commission or any disbursement or to require that the Client obtain or provide to D2 Creative any specialist material or service.
- D2 Creative shall provide such information regarding the amount of costs incurred as the Client may reasonably require.
- Unless otherwise agreed in writing by D2 Creative, D2 Creative will submit interim accounts for payment on a monthly basis notwithstanding that the Commission has yet to be completed.
- Where D2 Creative has submitted a proof to the Client for approval, it is the Client’s responsibility to ensure that any and all copy is correct and meets the Client’s requirements. D2 Creative accepts no responsibility for any errors in proofs that have been approved by the Client. Any corrections or amendments made at the request of the Client will be subject to additional charge.
- D2 Creative reserves the right, by giving notice to the Client at any time before delivery, to increase the Price.
- The Client acknowledges that the ownership of and sole right to the copyright or any other intellectual property rights in any materials prepared by D2 Creative for the Client in connection with the Goods or Services shall be vested in D2 Creative, subject only to the right of the Client to use the materials for the sole purpose of utilising the Goods and Services, and D2 Creative shall be at liberty to effect such protection of the intellectual property rights as it may deem appropriate.
- D2 Creative may, in its absolute discretion, assign to or grant a licence to use any copyright or other intellectual property right to the Client for such fee as D2 Creative in its absolute discretion, deems appropriate.
- The Client warrants that the information given to D2 Creative in the Commission does not infringe any patent copyright or design right; is not information received by the Client in confidence from a third party, is not defamatory and does not contravene any act of Parliament or subsidiary legislation, any Order of any Court, or any other restraint and agrees to indemnify D2 Creative against any claim arising from the use thereof in breach of any such matter.
- D2 Creative Limited shall not in any circumstances be liable for any loss of profit or any consequential loss suffered by the Client. The Client shall indemnify D2 Creative against any liability over and above the said amount absolutely.
- D2 Creative warrants that it has not knowingly infringed any copyright design right or patent in the completion of the Commission and subject thereto the client agrees to indemnify D2 Creative against any claim for infringement of any such right.
- Where the Commission includes printing by D2 Creative, the Client acknowledges that due to the nature of the process there may be some non material variation in colour tone or printing quality.
- Without prejudice to its existing rights, D2 Creative may terminate this contract immediately if the Client is in default of any term of any contract between D2 Creative and the Client in the event that the Client becomes insolvent. Either party may terminate by the giving of one months written notice. Upon such termination the Client will pay D2 Creative any fees due, including fees for the period up to the end of the notice together with VAT and disbursements.
- The Client may not assign the benefit of this agreement or any right arising there from in any way whatsoever.
- On completion of the Commission and payment of all of D2 Creative’s accounts, D2 Creative shall grant to the Client a license to exploit the finished version of the works created in creation in connection with the Commission for the purpose specified in the Commission.
- The Client shall not assign the Contract without the prior written consent of D2 Creative.
- Nothing in this Contract is intended to confer any rights on any person or entity that is not a party to the Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in party the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
- The Contract shall be governed by the laws of England and Wales, and the Client agrees to submit to the exclusive jurisdiction of the English Courts.
Important changes to our Terms & Conditions with regards to the use of 3D renders, images and designs produced by D2 Creative.
As per points 2 & 27 of our general Terms & Conditions:
2. The copyright design rights and all other types of intellectual property right in any proposal and any draft design shall at all times remain the property of D2 Creative.
27. On completion of the Commission and payment of all of D2 Creative’s accounts, D2 Creative shall grant to the Client a license to exploit the finished version of the works created in connection with the Commission for the purposed specified in the Commission (permitted use)
The license granted by D2 Creative to the Client is a standard license which is a non-exclusive, non-transferable license to use the content for permitted uses only. All other rights in and to the content, including without limitation, all copyright and other intellectual property rights relating to the content, are retained by D2 Creative as the owner of the content.
The Client must not modify the content and/or send it to third parties for modification, reproduction or re-sale doing so will constitute infringement of copyright.
The Client may supply the content to third parties with the express permission of D2 Creative for an agreed fee per insertion. However, the content will still remain the property of D2 Creative.