Terms of Business

The following are terms of a legal agreement between you and TPSquared

TPSquared Limited Terms and Conditions of Engagement

This page sets out the terms and conditions under which we will work with you. They are designed to be fair, clear and binding on both parties unless otherwise agreed, or a separate formal contract is agreed. Please let us know if you wish the way we work with you to be incorporated into an individual contract.

The Brief

You will provide a full and clear brief for each project, ensuring all facts regarding the product or service are accurate and in no way misleading. We can provide a template briefing document to help you ensure that all the relevant information is included to allow us to produce the highest quality work.

Schedules and Timeline

Deadlines: You must make us aware in the original brief of any deadlines that must be adhered to. If there is no prescribed deadline, then we will agree an appropriate schedule with you before we start work.

Author’s Corrections: Where projects run over the agreed time schedule you will not be charged extra, unless it is agreed that the over-run is due to excessive alterations to content or changes to the original brief, made by you – these are referred to as Author’s Corrections. Wherever possible we will try to give advanced warning before an agreed budget is reached, and a route to completion. Any additional costs will have to be agreed in advance before completion and issuance of our invoice.

The Quote

Following receipt of your brief, any projects will be quoted for in advance and sent to you by email. Acceptance can be in the form of an email or by signing the quotation provided. The price quoted shall be fixed unless you instruct any amendment or addition to the scope of work required.

If additional costs occur after the original estimate, e.g. purchasing new fonts as part of the design development, or additional features are incorporated into your project, you will be consulted and provided with a revised quote for your approval. Quotes are valid for 30 days.

We will provide a rate card as agreed between us and you detailing the services to be provided.

Proofing

A digital PDF or online proof will be supplied for you to check the work as it progresses. Quotes will detail provision made for digital proof stages. In most cases this will be the entire document. Printed laser or high resolution proofs are available on request but are chargeable (prices on request).

We take the utmost care and diligence to ensure all work is accurate and as part of our print and digital checks we will spell check documents. However, our “proofing” service is a separate chargeable service which is carried out to ensure all spellings, typos and errors are identified, as well as grammar, punctuation and a sense-check.

Please advise us if this service is required at the outset, and we will include this within the quote. Should you decide to include this at a later stage in the project, please let us know and we will provide a quote for your approval.

Final Proof and Sign-Off

Print: Once we are satisfied we have completed your amendments, you will be provided with a final digital proof to sign off. Once we have received your final sign-off, you will be provided with either digital files, or printed items, if you have asked us to manage the print. Once delivered, we will send you an invoice and payment should be received by us within 30 days of the issue date.

Web: Where hosting has been purchased from TPSquared and you are happy to go live with your web project, you will also receive an invoice for the balance of the invoice. You will have 30 days to process this final invoice. Where hosting has been purchased from a third party, the balance of the invoice will need to be cleared before transfer of files takes place.

Web hosting must be paid in full for the year in advance; if you cancel within the term paid for, no reimbursements for web hosting can be made. Ownership of all files remains that of TPSquared until the full balance has been cleared.

If amendments are requested after final proof and are deemed to be in contrast to the original brief and quote, we will discuss these issues with you, and any additional work may be charged at the standard hourly rate as detailed in the original quote. Digital PDF or online proofs will be included but additional printed proofs, if required, will be chargeable.

Any queries on any invoice should be notified within seven days of receipt, otherwise we will assume that the invoice is accepted and will be paid in line with the terms outlined above.

Credit and Payment

We ask all new clients to complete our New Credit Account Form, and be subject to a credit check. Please note our payment terms are 30 days from the invoice date. Our general practice is to invoice on full completion of the project, but we may seek an interim payment at a pre-determined point – mid project, for example – in the case of the project being over an extended period and for a substantial amount.

In accordance with ‘The Late Payment of Commercial Debts (Interest) Act 1998’, any invoice not paid within 30 days of the invoice date will be considered ‘late’. We reserve the right to claim interest on overdue payments at 8% above the prevailing Bank of England base rate, as recommended in this Act.

Dormant Projects: A project is deemed ‘dormant’ when there has been no progress made, on your part, for more than 30 days. We reserve the right to invoice work-to-date and will see the dormant project through to completion when you choose to resurrect it.

Cancellations and Amendments

Should you require us to change, reject, stop or cancel any plans, schedules or work-in-progress, we shall take all reasonable steps to comply, provided that we can do so within our contractual obligations to media, suppliers and other clients. You will reimburse us for any charges or expenses incurred as a direct or indirect result of any such change, rejection, cancellation or stopping and shall also pay our fees covering these items.

Additional Services

Print: For large or specialised print orders, payment or part payment may be required in full before the print order can be placed and printer’s proofs are approved.

Web Hosting: We offer a range of hosting packages, which will be discussed at the beginning of a web-based project. Where we purchase hosting on your behalf, we will keep a record of your account details.

Any server downtime or loss of business due to hosting issues are covered by the third party host’s terms and conditions, not those of TPSquared.

All account user details and passwords remain your responsibility and you will be required to provide us with your account details for Domain Registration and DNS management, Control Panel access for email accounts etc. and FTP details for server access.

Photography: If original photography is needed for a specific project, the cost of this will clearly be detailed in your quote. Where photography is not requested, but we feel it is needed, this work will also be detailed in your quote.

Where there is a requirement to use stock imagery, we will source and supply these for your project through the image libraries we subscribe to. Please note these will be subject to copyright and may only be able to be used for a specific price, timescale and predetermined media e.g. online digital campaign in the UK for two months or brochure print run of 5000.

We will confirm to you all of the parameters for any image rights before we proceed with using them. Please note we will not be responsible if you misuse or infringe the copyright terms without our permission, but can negotiate different terms if required, on request.

Fonts: Where a typeface is required which is not already licensed on our system, we will not purchase these typefaces without your prior permission. We are not licensed to distribute fonts, so please don’t ask us to provide them.

Travel

All reasonable expenses for travel and accommodation in connection with the project may be re-charged to you.

File Archive and File Retrieval

Your files will be archived unless otherwise requested. This means that any updates to artwork can be commissioned, with only the additional work charged for and not the cost of complete re-origination. Please be aware, unless requested in the original brief and agreed in the quote, you will not be provided with original artwork files in an editable format. If you do require these files, a fee will be charged subject to the size and complexity of the project. Please note any font sets used in the origination of the artwork will not be supplied with the packaged artwork files.

File Archive and File Retrieval

Warranties and Indemnities

We will ensure that our employees working on the project are competent and suitable in terms of qualifications and experience, to perform the Services. If there is an error in Advertising as published, or publication is delayed or does not occur as planned, we will not be liable unless this is caused by its default or neglect. Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this Agreement, the party in breach shall indemnify the other.

You will ensure that to the best of your knowledge all information supplied to us before and during the Term will be accurate and not in any way contrary to any law applicable. You agree to indemnify and keep us indemnified against any or all costs, demands, expenses, losses or damages incurred by us arising from or out of any cancellation, delay, alteration or disruption to the production of the Advertising which results from any events outside our control.

You accept full legal responsibility in respect of any Advertising approved by you for publication and will indemnify us in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by you for advertising purposes.

We will take all reasonable precautions to safeguard your property entrusted to our destruction or unauthorised use, except where the same is the direct result of our negligence or wilful default.

Any claims against us arising as a result of damage, delay or loss of goods in transit must be submitted in writing to us and the carrier so as to reach us and the carrier within three working days of delivery and claims for non-delivery within 28 days of dispatch of the goods. All other claims must be made within 10 days of delivery.

Limitation of Liability

Our maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total remuneration payable to us hereunder during the preceding six months. We will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

Insurance

You will insure your property when in the possession, and when in transit between us, the media, printers, production companies and other outside suppliers and subcontractors. Alternatively, and if you request it in writing, we will insure your property and recharge the premiums to you.

Confidential Information

We acknowledge a duty not to disclose without your permission during or after the term of appointment, any confidential information resulting from studies or surveys commissioned and paid for by you. You, in turn acknowledge our right to use, as we see fit, any general marketing or advertising intelligence in the field of your product or service, which we have gained in the course of our appointment. During the continuance of this contract, we acknowledge our responsibility to treat in complete confidence all the marketing and sales information and statistics with which you may supply to us in the course of any work. As a general practice, we will seek to complete and sign a non-disclosure agreement in a legally approved format.

Law and Jurisdiction

All contracts between you and us are to be governed by and construed in accordance with English Law.