Terms and conditions
TERMS OF BUSINESS
These terms of business are designed for the benefit of both the client and ionriver to establish a clear understanding of the services we offer, responsibilities and fees in most foreseeable situations. They are intended to cover a wide variety of commissions and may be varied by a particular contract. Not all the conditions will necessarily be relevant to a particular commission.
Wherever possible, ionriver will prepare a commission proposal and estimate of costs before work begins and invite clients to confirm their agreement to that proposal and to these Terms of Business. In the absence of written acceptance, the client’s instructions to proceed with the work shall act as their acceptance.
In case of urgency or other exceptional circumstances ionriver may accept oral instruction. Agreement for the commitment of any cost or resource will be sought by ionriver in writing from the client. Oral agreements between the client and ionriver will be detailed by ionriver in a written Contact Report. Contact Reports will be forwarded to the client and deemed an accepted, true and binding record if the client does not call for amendment or adjustment within 48 hours of receipt.
Without exception all commissions shall be governed by these terms and delivery of a copy of these terms to the client shall constitute notification of the terms these conditions contain. An accepted (including deemed acceptance) commission proposal or Contact Report shall, together with these Terms of Business, form a binding contract between us.
ionriver will undertake commissions on a variety of terms. The commission proposal will make clear whether the charges quoted to the client are estimates (in which case the actual charges may vary according to the time, materials, resources and outside services consumed) or fixed (in which case cost savings will not affect the charge to the client).
ionriver are entitled to make an additional charge for extra resources utilised in making late or unplanned alterations to a publication or product. The more fundamental the changes and the later they are made, the heavier these charges are likely to be.
ionriver shall be entitled to make an additional charge for any work required in advance of an agreed timetable or for any agreed shortening of the contract or envisaged commission period.
In estimating or fixing the charges for a commission ionriver will incorporate an allowance for travel to and from the client’s premises and similar, normal expenses. Where unusual travel or communication costs are incurred, or overnight accommodation is necessary, ionriver reserves the right to pass on these costs. ionriver will seek prior approval for any such expenditure except when not reasonably practicable.
OUTSIDE SERVICES AND MATERIALS
ionriver’s estimated or fixed charges will normally cover the costs of bought in services and materials and will incorporate a handling/finance charge in accordance with normal professional practice.
ionriver shall be paid such charges as have been agreed, which may be subject to VAT or other statutory additions. All invoices shall be submitted at the end of each project, or at set stages for continuing work as agreed in advance. All invoices shall be paid within 30 days, unless otherwise agreed in writing. ionriver shall be entitled to charge interest on all overdue sums at a rate per month. In commissioning work and agreeing to these terms, the client is accepting responsibility for payment, whether the client is or is not the ultimate user or beneficiary of ionriver’s work. This responsibility may be transferred only with ionriver’s explicit written agreement, which will not normally be given.
Normally, the client shall prior to printing approve photocopy proofs of final artwork or page-printer output of final computer files (and, in the case of full-colour work, colour proofs). The client shall indicate approval by signing these proofs. The client shall accept full responsibility for any omissions in these proofs not brought clearly to the attention of ionriver prior to printing. All printing authorised by the client without checking and approval by the client of the final artwork or proofs shall be undertaken at the client’s risk and ionriver shall not be responsible for any resulting errors or omissions.
For ionriver’s own records, the client shall provide ionriver with at least one sample of printed work carried out in connection with the commission.
USE OF WORK
The design or other work carried out during the course of the commission shall not be used for any purpose other than that for which it was commissioned without the prior written approval of ionriver. Work in rough form shall not be used or published as finished work without the prior written approval of ionriver.
ionriver shall be entitled to claim credit for its design, and published work shall bear a credit to ionriver in an appropriate form and position, as ionriver may, from time to time, specify; the inclusion of such accreditation shall be a fundamental terms of these Terms of Business, albeit that ionriver will attempt (but shall not be obliged) to agree the manner of such accreditation with the client. Additionally, ionriver shall be entitled to re-publish any design work to publicise themselves.
Copyright or other intellectual property rights in all original text, sketches, drawings, photographs or other creative work belongs to the originator (ionriver) unless explicitly assigned.
The final artwork from which a work is printed shall be the property of ionriver and shall be returned to ionriver after printing. Unauthorised use is not permitted. ionriver shall take all reasonable care of such artwork with a view to its future use. Artwork will normally be discarded after 6 months. Original work remains the property of the originator unless arrangements are made for its purchase. Licensing of artwork can be arranged in advance.
TERMINATION OF AGREEMENT
Any agreement between ionriver and the client shall terminate if either party commits a breach of these Terms of Business and fails to remedy that breach (if capable of remedy) within fourteen days of receiving notification from the other party specifying the breach and requesting its remedy. On termination or postponement of the commission, ionriver shall be entitled to full remuneration for the work completed to date, together with expenses. Where any commission is terminated or postponed at short notice by the client, ionriver shall be entitled to appropriate compensation for disruption of allocation of staff and other resources.
Any difference or dispute arising out of these Terms of Business shall be referred to the arbitration of a person nominated in default of agreement by the federation of small businesses and the determination of such person shall be binding upon both parties.
If ionriver’s material performance under these Terms of Business is delayed or becomes impossible or impracticable because of an act of God, fire, earthquake, strike, civil commotion, terrorism, act of government or any order, regulation, ruling or action of any labour union or association, or any event outside the control of ionriver, then ionriver may upon notice to the client suspend its obligations for the duration of such delay, impossibility or impracticability.
If in this eventuality the client elects to postpone the affected commission ionriver shall be entitled to charge for the work completed to date. If the client wishes to terminate the commission ionriver shall hand over the work for completion by another party and shall be entitled to make an appropriate charge for the work handed over. This work remains the property of ionriver and will be returned after the commission has been completed.
GENERAL LIMITATION OF LIABILITY
ionriver accepts no liability for loss and/or damage suffered by the client as a result of any default or breach of statutory duty by ionriver, its servants or agents and the liability of ionriver shall in any event be limited to the value of ionriver’s charges involved in a particular commission and actually paid by the client. Nothing in these Terms of Business shall exclude or limit ionriver’s liability for fraud or for death or personal injury caused by its negligence/breach of statutory duty.
These Terms of Business, together where applicable with the other documents referred to above, constitute the entire agreement between us, unless amended in writing between the client and ionriver. A notice required or permitted to be given by either party under these Terms of Business shall be in writing addressed to the other party at its registered office or principal place of business or such other address as the intended recipient may have notified to the other at the relevant time. If any provision of these Terms of Business is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms of Business and the remainder of the provision in question shall not be affected. These Terms of Business shall be governed by English law and the Courts of England and Wales