1. Introduction

1.1 These terms and conditions (“the terms”) govern every contract made between Ministry Creative. (“The Company”, “We” and “Us”) for the supply of goods and services to any person, firm or company (“the Client”).

1.2 The terms shall exclusively prevail over any written terms and conditions of the Client, or any other terms, oral or written, implied or otherwise.

1.3 Any variation to the terms must be agreed in writing by a Director of the Company.

1.4 All contracts between the Company and the Client will be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

2. Definitions

2.1 “We/Us” means the Company.

2.2 “Client” means the person, partnership or company in contract with the Company direct or via an agent or reseller where applicable.

2.3 “Service” means the service or services requested by the Client and to be provided to the Client by the Company.

2.4 “Agreement” means this Agreement entered into by and between the Company and the Client and is subject to the terms.

3. Price and Payment

3.1 The Client will pay the Company the fixed fee, costs from the most recent estimate or the invoice charge – whichever is agreed at the time of instruction.

3.2 Invoices from the Company to the Client for supply of goods or services should be paid in full within 14 days of receipt of invoice, by banker’s draft, BACS or cash.

3.3 If the Client does not have a credit account with the Company, a minimum of 50% of the agreed fee shall be paid (and cleared if by cheque) before work commences. The balance of the total fee shall be paid in full before any materials are released by the Company or within 14 days of invoice, which ever is sooner. Payment can be made by banker’s draft or BACS transfer.

3.4 If the Client does not have a credit account with the Company, and should an agreed amendment or addition to the specifications give rise to an increased fee, a minimum of 50% of said increase shall be paid before any additional work commences, except at the sole discretion of the Company.

3.5 The Company reserves the right (without disclosing a reason) to demand payment for work on collection at any time.

3.6 Should any contract be cancelled at any stage during the design process, the initial minimum deposit of 50% is non-refundable, except at the sole discretion of the Company.

3.7 The Client will pay the Company any expenses incurred by or in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).

3.8 Hourly charges payable by the Client shall be calculated by the Company according to data recorded by the Company.

3.9 Payment is due as stated on the issue date of the invoice date. If payment is not received within 28 days from the invoice date the Company reserve the right to claim statutory interest at 8% above the Bank of England base rate for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest will be calculated from the invoice date until the date of payment.

3.10 If an invoice is overdue for 14 days or more the company reserve the right to temporarily hold any live projects removing any priority from them until the outstanding amount is settled.

4. Ordering

4.1 Orders for work must be given in writing to the Company by the Client.

4.2 Not withstanding clause 3.1, if the Company accepts a verbal order from the Client the Company will not be held responsible for any mistakes (made by either party) arising from that verbal order.

4.3 The Company reserves the right to refuse to accept any order.

5. Quotations

5.1 All quotations given by the Company will be valid for 28 days from the date of quotation.

5.2 If the Clients final order changes from the original specification made for the quotation, the Company reserves the right to vary the quotation, this is charged at £45 per hour unless otherwise agreed by the client and the company.

6. Project and account management

6.1 The company requires written approval on project costs and order confirmation number will be required before a project can begin

6.2 High resolution imagery will need to be supplied by the client on commencement of the project unless it is agreed that the Company will source and purchase (at an additional cost)

6.3 In order to begin a project the Company must be in receipt of all client assets being used within the project such as final content, high resolution imagery and illustrations. Unless A, otherwise agreed or B, the Company have been commissioned to create or source any of these assets as part of the scope of the project

6.4 Where it is not possible to meet a requested/ original deadline an alternative will be agreed

6.5 The Company do not accept liability where delays in reaching a deadline are caused by the client, for example in the supplying of essential content and/or sign off for work to continue

6.6 If a deadline is not given, the company reserves the right to advise when the project can realistically be started and/or completed

6.7 2 sets of authors’ amends are included in the cost for the project. These are things such as typos, replacing odd sentences of text and the odd word. Replacing entire pages off content will be subject to re-quoting the project as this changes the parameters of the project scope.

7. The creative

7.1 Creative execution will adhere to client brand (and guidelines where available) where appropriate

7.2 Unless otherwise briefed by the client all design projects will be based upon a standard, ‘pre-developed’ design and layout. If a more creative, bespoke approach is required this must be stated within the initial brief by the client.

7.3 Design variants/ options (where appropriate and/or required) will be discussed and agreed before any work begins

7.4 Illustrations will be created as bespoke projects and based on a full brief and understanding of client requirements

7.5 If a new version of content becomes available to replace existing content supplied The Company reserves the right to reassess and re-quote the project where appropriate as this may require a redesign if a proof has already been made available

7.6 The Company will only accept amends in a marked up PDF, or in the event the full amount of content being resupplied, a new Word document with tracked changes accepted. A marked up PDF ensures that we can track amends and receiving a Word document with tracked changes accepted ensures there are no oversights between Mac and PC.

7.7 We will not accept open comments between team members in a marked up PDF or Word document. Please ensure any inter-team comments are resolved and do not exist in an amended document

8. Digital projects

8.1 We currently use Squarespace to provide an online, responsive CMS as a backbone for any digital development we do and as such there are no files such as coded HTML, UI or UX. There are standard methods of downloading data.

8.2 Costs for hosting are renewed annually and are subject to Squarespace adjusting their costs, which will be passed on to the client at renewal.

8.3 Sites cannot be transferred between hosts although standard methods of downloading your data are available to you.

8.4 Unless otherwise stated imagery is not included in the cost of your website

8.5 Due to the nature of web browsers and the differences in traditional design packages such as Adobe Photoshop and Adobe Illustrator unavoidable differences may occur from the translation to our web platform.

8.6 E-commerce payment service integrations are provided by Stripe or Paypal. Clients will require one of these provider options to be able to process online payments via their website.

8.7 A transaction fee of 3% is claimed by each transaction through Squarespace unless the basic commerce or advanced commerce plans are used.

8.8 Website support is provided by Squarespace 24/7 which the client is able to access. We reserve the right to charge a fee for providing support on the clients’ website dependant on issue and resolution.

8.9 Cancellation. If you wish to cancel at any time 60 days notice is required. We will export your site to an XML file and supply this along with any imagery to you so you are able to archive this or rebuild and move your site to a new provider. Javascript and CSS files are NOT available on export as these are specific to the Squarespace platform. Any custom CSS or Javascript we code will be supplied, but again this will be written and referenced on the Squarespace platform.

9. Approval

9.1 On completion of a project the client will be requested to complete and return our online proof approval form before any files can be released to the client or a supplier.

9.2 Any colour samples are indicative and not intended as an exact replica of the actual colour of the product. Due to variations in monitor settings and colour balances, colours are representative only and should not be construed as an exact colour match of the listed product. We advise you to request actual material samples before ordering.

10. Provision of Information

10.1 The Client undertakes to provide to the Company free of charge and in full co-operation any information reasonably required by the Company in order to fulfil its obligations under the Agreement.

10.2 The Company shall at its sole discretion use this information where appropriate for any credit reference or debt collection purpose including disclosure to and use by its agents acting on its behalf.

10.3 All information relating to the Client collected by the Company in the course of providing the Service shall remain confidential between the Client and the Company, its agents or resellers, subject only to the permitted users of that information under the Agreement or as may be required by current UK legislation relating to the Service and except that the Company at its sole discretion may use data about use of the Service by the Client as part of any report or publication without revealing the identity of the Client.

10.4 Any incorrect information given by the Client to the Company during the term of this contract that is incorrect will result in immediate suspension of service at the discretion of the Company.

11. Turnaround Times

11.1 Turnaround times which are quoted, are normal target times only and the Company accepts no liability for failure to meet these times but will use its best endeavours to do so.

12. Data and file storage

12.1 The Company is not responsible for storing and/or archiving files and data for projects undertaken for any length of time in excess of 2 calendar months.

12.2 The Client acknowledges that files and data are stored using secure paid cloud data storage and transfer services such as DropBox.

12.3 The Client acknowledges that files and data is backed up frequently using removable media such as portable hard drives and RAID systems (where applicable) as an extra layer of security and resilience.

13. Print Finish

13.1 Unless stated by the Client, the Company will decide, at its sole discretion, which print finish, paper stock weight, type and colour to use, as well all other print quality related issues.

14. Colour Balancing

14.1 The Company will, if requested by the Client, scan images to a colour balance provided by the Client by way of reference prints or digitally.

14.2 If no such request or reference material is provided by the Client the Company will scan and/or print images using its own ‘judgement’ for colour balancing.

15. Uncollected Work

15.1 If any items of work including prints and original files belonging to a Client are not collected after 12 months of the requested work being done, the Company reserve the right to dispose of such material.