Terms & Conditions - CMS International
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TERMS & CONDITIONS

Acceptance of a quotation or approval to proceed with a piece of work automatically signifies your acceptance of the following:

1) All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation.

2) The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be given previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this, although the client would be made aware of this. Should the specification of the job deviate from that of the original brief, the client will be charged additionally.

3) No creative or development work will commence until the agency has received written approval of the quotation or approval to proceed with a piece of work.  For non-retainer clients a minimum deposit of 50% of the agreed costs (unless otherwise agreed in writing) will be payable at this point. This ensures that CMSi is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage.

4) Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g on delivery of finished artwork, publishing of website, sending of e-shot etc): failure to make final payment at this point may result in delays in project delivery.

5) If a quotation has been provided where a job will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before CMSi is able to progress to the next stage. Where a job has been quoted in two halves (initial 50% deposit and final 50% balance) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of CMSi.

6) If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation (whichever occurs first), CMSi reserves the right to invoice 25% of any outstanding balance and requote.

7) Any third-party services that are provided by CMSi will require a minimum up-front payment of 75% (possibly higher in relation to value) of the agreed cost (this figure will be at the discretion of CMSi and may in some cases be as much as 100%). Please note that CMSi will be unable to proceed to this stage without receipt of or proof of this payment.

8) Unless otherwise stated above or previously agreed in writing, all invoices are due within fourteen days of any invoice date. Please note points number 3, 4, 5 and 7 above and how this could have an impact on time scales.

9)  Any anticipated completion date provided by CMSi is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. CMSi will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Time lines provided are estimated but CMSi will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure (act of God).

10) Costs provided allow for presentation of a minimum of two creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, the agency will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, the agency reserves the right to potentially bring to an end any agreement with the client with no refund of deposit or payments made previously.

11) Costs provided allow for a maximum of two sets of client amends after which time additional charges become payable, although the client would be made aware of this in advance.

12) At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the client would be made aware of this in advance.

13) CMSi is not responsible for any errors or omissions identified post client sign off/approval.  The client is 100% responsible that they are happy with the work provided which is indicated by sign off/approval.  CMSi is not liable for any third party costs following sign off/approval by client.

14) Costs provided allow for occasional meetings at key stages for a reasonable length of time between the agency and client. Some meetings may incur additional charges for time spent, although the client would be made aware of this in advance.  CMSi reserves the right to charge on travel costs incurred at our discretion.

15) Unless otherwise specified, costs quoted exclude the following where relevant: VAT; print; commissioned illustration, photography or stock images; image retouching; image scanning; copywriting; postage; couriers; other third-party costs incurred.

16) It is assumed that unless otherwise stated, most copy and images will be provided by the client, although CMSi will contribute to this (through headlines, and top-line messages etc) as a natural part of the creative process. CMSi is able to provide a full copywriting service or copy advice, as well as illustration and photography (including the provision of stock photography) at an additional cost if required.

17) Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items.  As a result of this CMSi is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client.

18) Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of CMS International Ltd. Full copyright and ownership of all ‘commissioned’ work will reside with CMS International Ltd until full payment has been received, at which point CMSi will surrender to the client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing and CMSi’s right to use the work for self promotion in its portfolio, in presentations, in advertising, in print and online.

19) CMS International Ltd will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to CMSi. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.

20) If requested, CMSi will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc). However CMSi does not by default (and possibly without further charge) provide clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any working or development files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with CMS International Ltd for non-exclusive future use.

21) CMSi will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.

22) The client agrees to indemnify CMS International Ltd and keep the agency indemnified and hold CMSi harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. CMSi is not liable for any loss that may occur before, during or after the development of projects undertaken. The agency will not be held responsible for any delays, errors or losses arising from any third party.

23) The client agrees to alert the agency in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. CMSi will not be liable for any claims made after this period.

24) For all web related projects, unless specifically stated, the client will retain 100% ownership of the web page design only (ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations).

25) Appropriate credit and acknowledgment for work produced by the agency should be attributed to The Creative Clinic where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for the agency’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the client.

26) These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. CMS International Ltd reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.