These terms shall apply to all contracts for the provision of services by us, Analogue Creative Limited, Registered Office 29 Clarendon Road, Leeds, West Yorkshire LS2 9PG (registered number 6160495) to you, to the exclusion of all other terms and conditions including any terms or conditions which you may purport to apply under any purchase order, confirmation of order or similar document.  Any amendments to these terms must be made in writing.

1. Services: We will prepare the designs, artwork, articles, proofs and other materials, and any other services or advice as set out in the estimate or any proposal provided by us.  If you have any questions as to what we include in our estimate, please ask as we consider it important that we provide the exact service you require.

We may involve suitably qualified and skilled trusted third parties in the provision ofthe services to you.

2. Estimates: Our estimates constitute a quotation on our part and unless otherwise stated, shall remain valid for a period of 30 days.  Inevitably some costs may vary between the time of estimate and the placing the actual order, including those relating to the services of third parties and media charges (which are based on current published rates).

When you place an order, such order shall constitute an offer by you to purchase the services set out in the order and a formal contract will be made between us only when the order is accepted in writing by us or we start work on your behalf. 

3. Appointment: We will use reasonable endeavours as a skilled and qualified design agency to provide the services to you, in accordance in all material respects with the services agreed.

Where we make contracts with other suppliers, these will be in accordance with media rate cards or other standard or individual conditions and contracts.  Our respective rights and liabilities will correspond to those between us and the third party.

4. Specifications: All specifications, drawings and illustrations in any estimate or contained on our website, price lists or advertisements are approximate only and shall only form part of the contract if so stated in an estimate or offer.  Any dimensions, measurements and other particulars are stated in good faith as being approximately correct but deviations therefrom shall not form the basis of any claim against us.

To understand your requirements and provide the services, we need you to give us clear briefings and ensure that all the facts and information given about the desired results are full and accurate.  We can bear no liability in the event that information provided by you is incomplete or delayed.

5. Approval: You will be solely responsible for the checking and approving the accuracy of all drafts submitted for checking and approval before the work is further progressed and you are responsible for the final proof-reading and artwork approval.  You may delegate this task us, but you remain responsible.

As we work best when an idea is fresh, all materials submitted for approval shall be deemed approved unless you tell us that the drafts are not what you require within 21 days of submission.  If you are unable to review the drafts within this time, please let us know.

6. Amendments: We will inform you as soon as possible of any changes to the estimated cost of the services or any changes in plans, schedules or work in progress previously approved by you.

If you change your mind you may ask (in writing) us to cancel or amend any plans, schedules or work in progress.  We will take all reasonable steps to comply with your request provided we can do so within our contractual obligations to third parties.  In the event of a cancellation or amendment we require that you reimburse us for any and all charges or expenses incurred by us or to which we are committed.  You will also pay our remuneration covering the cancelled or amended services as well as any charges imposed on us by third parties.

7. Limitations of Liability: We do not exclude or restrict any liability which cannot be legally excluded or restricted.

We, our employees and third parties working on our behalf can accept no liability for any loss of profit or consequential loss or damage however arising, or to any extent greater or other than the invoice value (exclusive of VAT) of the services.

You are responsible for everything you do with the designs and materials we prepare for you and you will indemnify us, our employees and third parties against all claims relating in any way to the services supplied.

We restrict our liability to ensure we can give you the best possible price.  As a result we advise that you consider obtaining insurance cover for any claims to which we are (pursuant to this clause or otherwise) not liable and for any indemnity liability you may have.

8. Delivery: Whilst we will attempt to meet any time or date for completion of the services, any time or date given is intended as an estimate only and we will not be liable for any damage or loss whether arising directly or indirectly out of any delay.

9. Price: We quote prices exclusive of Value Added Tax.  Where we are required to change a price we will inform you and explain the reasons for this.

We may quote on a time and materials basis, with our charges calculated in accordance with our current daily fee rates.  Our daily fee rates for each individual person are calculated on the basis of a full day, worked between 9.00 am and 6.00 pm on weekdays (excluding public holidays).  We will be entitled to charge an overtime rate of 50% of the normal daily fee rate on a pro-rata basis for each part day or for any time worked by individuals working on your behalf outside the hours referred to above.
Where the price quoted includes products and services supplied by third parties, you accept that the price of these may vary beyond our control and you agree to pay any increase in such price.

10. Payment: We only consider a payment made when we are in receipt of cleared funds.

All invoices are payable within 14 days from the date of invoice unless otherwise stated.

If you fail to pay by the due date we may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 or at a lower rate and suspend all services until payment has been made.

11. Copyright: All copyright and other intellectual property rights in and to all materials, drawings, texts or models created by us remain our sole property unless we state this in writing.
Once you have made all payments in respect of the contract, we license you to use the designs as intended by the contract. If we terminate the contract this licence will automatically terminate. 
If you wish us to use materials belonging to a third party you must obtain a written licence (or sub-licence) from the relevant third party to allow us to use those materials.
We will not do or produce anything which we consider is or may be unlawful, illegal or libellous and you will indemnify us in respect of any claims, costs and expenses arising should anything we produce be considered unlawful, illegal or libellous.  If we consider that the services would result in a breach of this clause we shall not be bound or required to complete such contract and will not be under any liability for non-completion.  In this event you will pay us for all matters as though the contract was cancelled in accordance with clause 6.

We are not liable in any circumstances for any loss, liability or expense suffered or incurred by you by reason of any use of any materials which constitutes an alleged or actual infringement of any copyright or other intellectual property right vested in or owned by a third party and you will indemnify and keep us indemnified against any claims which may be made against us in respect of any such alleged or actual infringement.

12. Materials Held By Us: All artwork, preliminary drafts, mock-ups and creative materials produced by us, your property and all such materials supplied to us on your behalf (together “the Materials”) are held at your risk.  You must insure any of these Materials as we accept no liability for any loss or damage thereto howsoever caused..

We reserve the right to destroy any Materials after a period of twelve months from the completion of the contract, unless you write to us asking us not to destroy the Materials at least one calendar month prior to the date for destruction.  On receipt of your request, we will either continue to hold the Materials or return your property at your cost.  In the event of any Materials kept standing by arrangement with you, rental may be charged at such an amount as we deem reasonable.

We may reject any Materials supplied or specified by you which appear to us to be unsuitable.  Additional costs caused by this may be charged to you.  Where Materials are supplied or specified, we will not accept responsibility for imperfect work caused by defects in or unsuitability of the Materials supplied or specified.  The quantities supplied shall be adequate to cover normal spoilage.

13. General Lien: We will have a general lien upon all your goods and property we hold in respect of all unpaid debts due howsoever arising.  In the event of any debt being unpaid within 14 days after its due date, we may on giving you 7 days notice, dispose of your goods or property as we think fit.  The proceeds of any sale shall be applied in the reduction of the amount owing to us.

14. Cancellation/Termination: If you breach a contract with us we will be entitled to stop providing the services.

We may terminate a contract if you breach a contract (if the breach can be remedied you fail to remedy it within 7 days of notice from us) or you  (being an individual) die or are unable to pay your debts as and when they fall due or you (being a corporation) enter into liquidation or a receiver or administrative receiver is appointed or any petition is presented or order made for the appointment of an administrative receiver or administrator or any event analogous to any of these happens in any jurisdiction.  Any such termination shall be without prejudice to your obligations and our rights under the contract.

If we are unable to provide the services due to industrial dispute, accident, breakdown of machinery, shortage of materials or any other cause beyond our reasonable control, we will notify you and may terminate the contract but without prejudice to the liabilities of either party accrued before the date of termination.

15. Assignment: The contract is with you and you are not to assign or transfer it to a third party.

16. Proper Law and Jurisdiction: These terms are subject to English Law and the English Courts have jurisdiction in any dispute which may arise.

17. Interpretation: If any provision or part of these terms is invalid, that provision shall be severable and shall to the extent necessary to prevent such invalidity be deemed to be omitted from these terms.  Any liability which would otherwise have been excluded or limited shall be subject to the remaining provisions of these terms.

The waiver of rights arising from any breach of any of these terms or the non-enforcement of any breach will not prevent the subsequent enforcement of that term or the exercise of any right arising from that breach and shall not be deemed a waiver of rights arising from any subsequent breach.

No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term but this does not affect any right or remedy of a third party which exists or is available apart from that Act.