General Terms & Conditions
The following terms and conditions refer to Martin Barnes Creative ("MBC") and its general relationship with clients and potential clients ("clients").
1 Quotations & Estimates
1.1 All quotations and estimates are confirmed and issued in writing, and valid for 30 days from the date of submission unless specified otherwise. Verbal estimates may be issued on an advisory basis, however remain subject to a written confirmation.
1.2 Quotations and estimates are based on the information provided by the client, included but not limited to detail on quantities, structure, scope and functionality. Quotations or estimates may therefore be subject to revision should the client’s requirements change at any time.
1.3 Quotations and estimates are calculated on a standard hourly rate of £50.00 per hour, unless fixed for the term of a contract (see TLC Terms & Conditions). All orders are subject to a minimum order charge of £25.00.
1.4 MBC reserves the right to adjust the hourly rate at any time as business needs dictate.
1.5 Quotations and estimates are based on MBC’s current production expenses, and unless otherwise agreed are subject to adjustment on or at any time after acceptance to accommodate any rise or fall in such expenses.
1.6 Unless otherwise stated, physical proofs or samples, photography, stock images, font licenses, copywriting, outsourced services, delivery or exceptional travel, or otherwise will be additionally charged.
1.7 Estimates given by MBC on the timescale of completion or supply of services (whether in whole or in part) shall be estimates only, and time shall not be of essence.
1.8 Any stated timescale is reliant on the client providing all required information, copy or images within the time set out at the initiation of the project.
2.1 MBC reserves the right to sub-contract the fulfilment or an order, or any part thereof.
2.2 Electronically supplied images will be included in designs without charge provided they are of an appropriate quality. Pictures must be supplied at a minimum 300dpi in standard JPEG, PNG or TIF formats. Pictures that require scanning or altering to meet required quality levels will be additionally charged at the hourly rate.
2.3 Logos or graphics need to be supplied as vector images in AI, EPS or PDF format. Logos or graphics that require redrawing or altering to meet required quality levels will be additionally charged at the hourly rate.
2.4 Images or graphics sourced from stock image libraries may incur additional licence or royalty charges payable by the client, with these being additionally quotable subject to their required inclusion in any artwork or design, as stated in point 1.6.
2.5 Should the client supply any media or text, MBC is not obliged to check, edit or guarantee the correctness thereof in any way whatsoever, and the final product shall be made at the entire risk of the client. By providing MBC with any media or text for inclusion in design work, it will be assumed the client holds all appropriate permissions or licenses for their reproduction.
2.6 MBC will be indemnified for by the client in respect of any claims, costs and expenses caused through any libellous matter or infringement of copyrights, patents or any other personal rights contained within materials supplied by the client. Indemnity shall extent to any amounts paid on a lawyer’s advice in settlement of any claim.
2.7 Origination and/or conceptual work any any copyright subsidising therein shall remain the property of MBC, unless otherwise agreed in writing with the client.
2.8 The client’s property and property supplied to MBC on behalf of the client, while in possession of MBC or in transit to or from the client will be deemed at the client’s risk unless otherwise agreed, and the client should insure appropriately.
2.8 MBC may charge rent for the storage of goods retained at the request of the client, or items received before receipt of the order or after the client has been notified of the completion of the work.
2.9 When required to expedite delivery of the project ahead of the required time for a proper production of a given deadline, MBC shall not be liable for any defects resulting thereby. Should expedited delivery require the payment of overtime wages, delivery charges or other additional costs, all such extras will be chargeable to the client.
2.10 MBC shall not be required to use, print, hold or supply any matter which in its opinion is or may be of an illegal, immoral, libellous or offensive nature, or an infringement of the proprietary or other rights of a third party. All matter must conform to all standards laid down by all relevant advertising standards authorities. In the situation where any images and/or data that MBC includes in all good faith, and subsequently discovers is in contravention to these terms and conditions, the client is obliged to allow MBC to exclude or replace the contravention without hindrance, or penalty. MBC is to be held in no way responsible for any such data being included.
2.11 MBC reserves the right to refuse the creation or supply of services or goods if its purpose or use is suspected to be of an illegal, immoral, libellous or offending nature. In the situation where MBC commences work in good faith, and subsequently discovers is on contravention of these terms and conditions, MBC reserves the right to terminate the remainder any contract with rightful cause and charge for any supplied services or goods up until the point of termination.
3 Invoicing & Payments
3.1 Payment of an invoice must be made no more than 7 days after the issue date of an invoice, unless otherwise agreed in writing in advance.
3.2 MBC understands and will exercise its statutory rights to interest under the Late Payment Of Commercial Debts (interest) Act 1998 amended by the European Directive 2000/35/EC if payment is not made according to these terms.
3.3 All work remains copyrighted to MBC until settlement of the relevant fee account.
3.4 All payments must be in UK Pounds Sterling. It it the client’s responsibility to cover any payment transfer or handling fees. If the payment is from a foreign currency it is the client’s additional responsibility to ensure payment is transferred at the correct rate.
3.5 For work completed after project inception, this will be billed at the end of each calendar month as it is completed as work in progress, until completion of the project.
3.6 If MBC incurs any costs as a result of the client’s default or neglect, MBC may charge these to the client in addition to previously quoted prices.
3.7 The client shall pay for any work which is produced at their request, whether experimentally or otherwise. A 50% rejection fee is applicable on all design work executed by MBC should the client cancel their contract or order.
3.8 In the event of overdue payments(s) MBC may, without notice and prejudice to any other legal remedy, suspend work and/or delivery until due payment has been made. Furthermore, any incomplete work may also be suspended and payment becomes immediately due and payable, notwithstanding anything expressed herein, and any monies expressed of.
3.9 MBC may require, and will notify of requirement, of payment or deposit in advance prior to instigating work for reasons, particularly but not limited to: New clients, clients with poor payment history, large, lengthy or complex projects. In the event of a deposit payment, the balance shall be due upon completion or delivery of the work, unless otherwise agreed in writing in advance.
3.10 If the client’s payment is returned by the bank as unpaid for any reason, a £25 charge will incur for each occurrence.
4 Artworking & Proofing
4.1 All proofs, whether in partial or in full may be submitted to the client for approval. Proofs will be digitally supplied at watermarked medium to high resolution PDF files, and will not be supplied in any other format as standard.
4.2 PDF proofs are supplied for the intention of checking layouts and wording only. Due to variations in display hardware and settings, electronically viewed PDF proofs cannot be used for colour matching purposes, as would printing PDF proofs using a client's own printing hardware.
4.3 Artwork can be produced incorporating Pantone colour values, however subject to available processes may be converted to working CMYK (also known as Process) for printing. See Printing terms below for more information.
4.4 It ultimately remains the responsibility of the client to check all proofs before the final sign off for a project. While MBC takes the upmost care to avoid any errors in artwork, clients should carefully check to ensure all key information is correct and to requirement, and must notify MBC of any required corrections.
4.5 By providing a final sign off, the client confirms that they have checked and confirmed that all proofs are correct and to requirement. The client at this point also accepts full liability for any errors found after this point, and resulting costs including, but not limited to; charges for incorrectly printed products, artwork revisions, reprinting, associated delivery charges, and agrees to indemnify MBC of such charges in addition to, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages in consequence of the client’s breach or non-observance of this agreement, or any claims based upon or relating to MBC’s work for the client, or any claim brought against MBC by a third party resulting from the provision of any service to the client and their use of them.
5.1 MBC will not be required to work to tolerances closer than those applicable to the materials obtained in the ordinary course of trade. No liability shall arise from the variation in standard, quality or performance of such materials.
5.2 Every endeavour shall be made to deliver to the correct quantity ordered, however MBC shall have deemed completion of contract by delivery of a quantity within 5% plus or minus the ordered quantity.
5.3 Print overages may be produced to account for spoilage beyond normal tolerances, and may kept by the client at no additional charge.
5.4 In the event of print shortages above 5%, MBC reserves the right to determine how to rectify the shortage by means of supplying further print, or a partial discount equivalent to the percentage short of the ordered quantity.
5.5 The colours of printed items will be affected by (but not limited to) the type of material chosen for the artwork to be printed on, as well as any applied laminations or varnishes. For this reason, while MBC endeavours to deliver exact colour matching, this cannot be 100% guaranteed.
5.6 Endeavours will also be taken to ensure colour continuity across repeat print orders, however due to variables as advised above cannot be guaranteed across repeat orders over longer periods of time,
5.7 By default, Pantone spot colours will be converted to process CMYK by default for printing on digital or lithographic presses. If Pantone matching is required this can be sourced at an additional charge, which will be advised to the client prior to proceeding with any print production, and clients also accept that Pantone production may warrant higher minimum order quantities.
5.8 Spot colour printing may alternatively be quoted as standard print process dependent on the type of product (e.g. printed promotional items). MBC endeavours to notify clients of this where applicable.
5.9 MBC will quote for printing to set available quantities set by MBC's preferred suppliers in terms of maximising efficiency and economy. Bespoke print quantities may be quoted for subject to availability, however clients understand that bespoke quantities may warrant higher charges than the nearest set available quantities to cover additional setup time or allow for increased material waste handling.
5.10 In the event where the delivery of printed goods is arranged via drop shipping, MBC exercises its trust to deliver to requirement, and it is the client's liability to notify MBC within 24 hours of the receipt of goods of any defects, damages or shortages (see Claims & Complaints section below).
6 Claims & Complaints
6.1 Clients must report in writing of any damage, defect, mis-production, shortage or likewise within 24 hours of receipt, along with supporting photographic or video-based evidence. Any claim in respect thereof must be submitted in writing within 7 days of receipt.
6.2 MBC will not be liable in respect of any claim unless the aforementioned requirements have been complied to, except in any particular case where the client can prove that it was not possible to comply with the requirements and advice (where required) was given and the claim made as soon as reasonably possible.
6.3 Clients have the opportunity to request a preference of a refund, discount or reprint, however it remains the ultimate decision of MBC as to the kind of compensation offered.
7.1 Goods will be dispatched or delivered, or must be collected by the client when ready and the client shall not refuse or delay delivery.
7.2 Goods completed but not delivered shall become due and payable. After the expiration of 14 days notice, MBC may exercise a general lien on all the client's goods and property within its hands and may dispose of such goods and property as seen fit and apply the proceeds towards such debts. MBC may also choose to cancel further work and/or not produce and unmade balance of such contract and recover from the client any losses sustained by so doing.
7.3 The risk in the goods passes to the client upon delivery (whether to the client or a common carrier) but legal and beneficial ownership shall remain with MBC until full payment has been received (each delivery being considered whole). Until the date of payment the client, if so required by MBC, shall store goods in such a way that they are clearly identifiable as property of MBC.
8 Ownership, Copyrights & Supplied Resources
8.1 All artwork or digital assets produced remain copyrighted to MBC, regardless of agreed deliverable assets.
8.2 Artwork remains the sole property of MBC until paid for in full by the Client.
8.3 Clients may not reproduce any artwork or digital assets, in part or full, without prior written consent from MBC.
8.3 MBC is not at liberty to provide digital copies of printed artwork, as part of work where deliverable assets are printed goods. Clients may additionally request digital copies of print designs, where the transfer of ownership would can be agreed at an additional cost to the client.
8.4 For logo design work, the standard deliverable digital files as part of an agreed design rate consist of scalable vector CMYK graphics saved in PDF format for printed applications, and high-resolution RGB PNG files with transparency for digital use. Should the client require files supplied in additional formats these can be requested at an additional charge.
8.5 Digital assets will be supplied electronically upon receipt of payment either by email or a download link. It is the clients responsibility to check downloaded files or download links for viruses, malware or such prior to handling files. While MBC ensures files are supplied virus-free, MBC accepts no liability for any damage or loss caused through the exposure to any viruses, malware or such.
8.6 If the client supplies content for the purpose of work including, but not limited to, illustrations, text images or otherwise, these will only be accepted by email or file transfer.
8.6 By supplying MBC with any assets or media, clients grant MBC the appropriate permissions to use this material freely in pursuit of the agreed work. Clients also confirm they too hold the relevant copyrights or permissions for reproducing such media, and agrees to indemnify MBC of such charges in addition to, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages in consequence of the client’s breach or non-observance of this agreement, or any claims based upon or relating to MBC’s work for the client, or any claim brought against MBC by a third party resulting from the provision of any service to the client and their use of them.
8.7 If requested by MBC, clients must supply, in writing or by other means of evidence, proof of their copyright, ownership or permission to reproduce supplied assets prior to the use of any assets of media where permit of use comes under question.
8.8 It is the clients responsibility to ensure that supplied text is correct - MBC accepts no responsibility for additional costs incurred through the correction of mistakes or reprints resulting from the supply of incorrect information.
8.9 Images, text, illustrations or other resources must be supplied at a suitable quality for use without additional processing or editing; MBC will not be held responsible for any image quality which the client later deems unacceptable.
8.10 MBC will not be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
8.11 Should the client supply images, text, illustrations or other resources in the belief of it being copyright or royalty free, but subsequently emerges to be restricted by copyright, trademarking or usage limitations, the client agrees to allow MBC to replace the content in question, whilst accepting any relevant charges or costs incurred.
8.12 The client agrees to fully indemnify and hold MBD&B free of any harm and liability for damages in all claims resulting from the client in not having obtained the required copyright or permissions to use supplied images, illustrations, text or other resources.
9 Rights of Refusal
9.1 MBC will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.
9.2 MBC reserves the right to refuse the inclusion of submitted material without giving reason. In the situation where any images and/or data that MBC does include in all good faith, and subsequently discovers is in contravention to such terms and conditions, the client is obliged to allow MBC to exclude or replace the contravention without hinderance, or penalty. MBC is to be held in no way responsible for any such data being included.
10.1 If the client ceases to pay debts in the ordinary course of business, cannot pay debts as they become due, is deemed unable to pay its debts, has a winding-up petition issued against it or committing an act of bankruptcy or has a bankruptcy petition issued against it, MBC shall without prejudice to other remedies shall have the right not to proceed further with contracted work for the client, and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the client. Such charge is to be an immediate debt due to them.
10.2 In respect of all unpaid debts due from the client, these will have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such a manner and at such price as it thinks fit, and to apply the proceeds towards such debts.
11 Force Majeur
11.1 MBC shall be under no liability if it shall be unable to carry out any provision of a contract for any reason beyond its control involving (but not limited to) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract.
12 Information Provided By The Client
12.1 Clients warrant that the name(s), address(es) and payment information provided when placing an order with MBC are correct, and agree to notify of any changes in any of these details.
12.2 Clients agree that MBC may disclose your name and address where required or where enquiries are made. MBC will otherwise not disclose your information to any unassociated parties.
12.3 Clients warrant that they possess the legal right and ability to enter into the agreement and use MBC's services in accordance with this agreement.
13.1 Clients shall indemnify, keep indemnified and hold MBC harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), cost and damages, howsoever suffered or incurred by MBC in consequences of your breach or non-observance of this agreement, or arising out of claims based upon or relating to MBC's work for you or any claim brought against MBC by a third party resulting from the provision of any services to you or your use of them.
13.2 MBC will promptly inform you of any claim which MBC seeks specific indemnification at the currently supplied address, affording clients the opportunity to participate in the defence of such claim, provided that their participation will not be conducted in a manner prejudicial to MBC's interests as reasonably determined by MBC and/or its legal representatives.
14 Limitation of Liability
14.1 All conditions, terms, warranties or representations relating to services supplied under this agreement (imposed by statute, operation of law or otherwise not explicitly advised in these terms and conditions), including (but not limited to) the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are always subject to sub clause 12.2.
14.2 Nothing in these terms and conditions shall exclude MBC's liability for death or personal injury resulting from its negligence.
14.3 In all events, no claim against MBC shall be raised unless the client has notified MBC of the claim within one year of the issue arising.
14.4 In no event shall MBC be liable to the client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings/profits or any indirect. special or consequential loss, damage, costs/expenses or other claims (whether caused by MBC's negligence or that of its servants/agents/suppliers or otherwise) which arise out of or in connection with the provision of any goods or services by MBC.
14.5 MBC warrants that its services will be provided using reasonable care and skill. Where MBC supplies any goods supplied by a third party, MBC does not give any warranty, guarantee or otherwise to their quality, fitness for purpose or such, but shall, where possible, assign the benefit of any warranty , guarantee or indemnity given by the supplier of the goods to MBC.
15 General Terms
15.1 These conditions and all other express terms of contract shall be governed and constructed in accordance with the laws of England and clients hereby submit to the non-exclusive jurisdiction of the English Courts.
15.2 MBC shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was caused due to any events or such, beyond its reasonable control.
15.3 All quotations and estimates, brief and other documentation or communication between MBC and clients are commercially confidential and may not be disclosed to third parties without prior written consent.
15.4 These terms and conditions, along with documentation expressly referred in them, contain the entire agreement between MBC and clients relating to the subject matter covered, and supersede any previous arrangements, agreements, proposals, undertakings or communications, written or oral, between MBC and the client in relation to such matters. No oral explanation or information given by any party shall alter the interpretation of these terms and conditions.
15.5 By agreeing to these terms and conditions, clients confirm that they have not relied on any representation other than those expressly stated in these terms and conditions, and agree that they shall have no remedy in respect of any misrepresentation which has not been expressly made in this agreement.
15.6 Any notice given by either party to the other may be issued by email or post to the address of the other party as appearing in this agreement , ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
15.7 Headings, numbering and summaries are included in this agreement for convenience only, and shall not affect the construction or interpretation of this agreement.
15.8 Clients acknowledge that no joint venture, partnership, employment or agency relationship exists between you and MBC as a result of their use of these services. Clients agree not to hold themselves out as representatives, agents or employees of MBC, and further agree that MBC will not be liable by reason of any representation, act or omission to act by themselves.
15.9 MBC reserves the right to revise alter, modify or amend these terms and conditions, and any other policies or agreements at any time and in any manner without prior notification. Notice of any revision, amendment or modification shall be posted in accordance with these terms and conditions.
15.10 If any of the provisions in this agreement are judged to be illegal or unenforceable, the remainder shall continue in full force, and the effect of the remainder of them will not be deemed to be prejudiced.
15.11 This agreement takes effect on the date which clients order MBC's services. Acceptance of these terms is an absolute condition of the Client requesting the work.
15.12 Clients will not assign this agreement, any benefits or interests arising from it without MBC's prior written permission.
These terms & conditions were last updated September 2021