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Terms of business
WHAT IS THIS DOCUMENT FOR?
This document sets out the terms upon which we will provide instructional design and e-learning development services to you. For ease and simplicity, this document will use the following shorthand:
“you” means the client buying services from us
“services” means the instructional design and e-learning development services and any other services provided by us, as detailed in our quote
“we” or “us” means [Lisa Emmington]
“deliverables” means storyboards, static designs, developed e-learning and other physical things we produce as a result of the services
HOW WE WORK
The contract between us: the terms contained in this document will apply to all contracts between you and us. A contract will come into existence in the following way: we will send to you a written quote for the services (either by email or by post). Quotes are valid for 30 days from their date. If you want to go ahead with the services, you must send us a reply email or letter stating that you accept the quote and that you wish to place an order for the services. We will then send you an acknowledgment of your order, at which point there will be a binding contract between us for the services. If you send any of your own legal terms with your acceptance of our quote, you acknowledge that they won’t apply to the contract.
Quote details: our quote will specify details such as how many rounds of amendments are included in the services, so please check your quote thoroughly before placing your order. If you wish to purchase services in addition to those specified in the quote, this will involve extra costs. If your brief changes throughout the course of the project, we reserve the right to ammend our quote accordingly.
Order cancellation: once we have accepted your order, you may only cancel it if you agree to pay for all services provided up to the date of cancellation. If you wish to cancel your order, you must send us notice of this in writing. We will then send you an invoice for the fees which are payable at the date of cancellation.
Invoicing: we usually invoice clients at the end of each calendar month for work completed during that month. Payment of invoices is due within 30 days. However, we may agree a different invoicing mechanism with you – please check the quote for details.
Exclusivity: unless specifically stated in the quote, we do not commit to working exclusively with you. Our clients come from many different sectors and industries, and we are free to work with them all. However, this doesn’t affect our responsibilities and your ownership of deliverables, as stated below.
For the relationship between us to be successful, I believe that both you and I have responsibilities to each other. My responsibilities are as follows:
- We will carry out the services to a high standard of skill and care.
- We will try to meet any deadlines or delivery dates which we have agreed with you.
- Where we provide materials or content from a third party (for example, images or artwork), we will ensure that we have permission from that third party to do so. In this case, we will inform you of the relevant licensing terms.
- We will keep confidential any information which you have provided to us, and which you have told us is confidential or sensitive.
In order for us to fulfil our responsibilities, we are reliant on you fulfilling yours.
Your responsibilities in the relationship between us are as follows:
- You will give us all information and other things that we need to be able to provide the services within the timescales agreed – including branding materials, images and text content. If you don’t provide these things to us within a reasonably prompt time, we may need to change the timescales for delivery. If any of these items do not belong to you (and are only licensed to you), you must ensure that you have permission to give them to us. You will reimburse us for any costs or losses we incur as a result of any complaint made against us by a third party, which is caused by you not having obtained the right permissions. If you wish us to source appropriate artwork or images, please be aware that this may involve extra costs.
- You will reply promptly to any queries or requests for additional information. If you don’t, we may need to change the timescales for delivery.
- You will pay our invoices within 30 days of their date. If you are late paying any invoice, we may charge you interest on the overdue amount at a rate of 8% above the Bank of England base rate, from the date the invoice became overdue to the date that you pay the invoice. The method for payment will be stated on our invoice.
- You will check thoroughly all deliverables sent to you for your signoff. Once you have signed off on a deliverable, any further changes to it will involve extra costs. In addition, we won’t be responsible for any errors or other problems with a deliverable that you have signed off. This is particularly important in the case of printed materials. We may require you to pay for any printing costs in advance.
- If you cease to communicate with us and do not respond to our emails or telephone calls, then we reserve the right to cancel the services. We will send you an email stating that this is our intention and will give you at least one month to respond. If we do not hear from you within the stated time period, we will stop work and will delete any deliverables which we hold at that date.
OWNERSHIP OF DELIVERABLES
Where we use materials or content from a third party, we will inform you of the terms on which we have permission to provide those items. You promise to abide by those terms.
Except for third party materials, we will retain ownership of all rights in deliverables until payment in full of our invoices. As soon as you have paid all our invoices in full, all rights we have in the deliverables will transfer to you – but you acknowledge that we cannot transfer ownership of rights in third party materials. If you cancel the services, or do not pay our final invoice in full, ownership will not transfer to you. Where we have produced deliverables for multiple design concepts, and you choose only one concept, you will only own the rights to the deliverables for that concept.
Ownership of information and other items which you provide to us will remain with you or any relevant third party.
We do not limit our liability in any way which is not allowed in law. Subject to this, our liability to you under the contract for the services shall be limited to the fees payable by you for the services.