Our Graphic Design Terms
If you are buying a design services from us, these are our terms for all our graphic design services
Please note: while these terms may fit most graphic design situations between Venture Online UK and the client, they should be read as a guide only and we reserve the right to change these terms in accordance of the contract arrangements required.
This agreement and terms will be agreed between Venture Online UK and the client upon undertaking our Graphic Design and related services contracts.
1. At all material times the Designer (Venture Online UK) is engaged in the business of providing graphic design services to business clients.
2. At all material times the Client is engaged with Venture Online UK for our Graphic Design Services.
3. The Designer (Venture Online UK) hereby agrees to provide its services to the Client subject to the terms and conditions of this Agreement.
It is agreed as follows
1. Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in United Kingdom;
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
means the consideration payable to the Designer (Venture Online UK) for the Work as defined in Clause 5;
“Intellectual Property Rights”
means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
means the work to be undertaken by the Designer (Venture Online UK) as defined in Schedule 1.
means any person(s) whose name(s) is/are set out in Schedule 1, or, if no name is set out there, any person(s) with suitable skill and experience nominated by the Designer (Venture Online UK) from time to time
2. Unless the context otherwise requires, each reference in this Agreement to:
2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
2.4 a Schedule is a schedule to this Agreement;
2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
2.6 a “Party” or the “Parties” refer to the parties to this Agreement.
3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
4. Words imparting the singular number shall include the plural and vice versa.
5. References to any gender shall include the other gender.
2. Engagement of the Designer (Venture Online UK)
1. The Client hereby engages the Designer (Venture Online UK) to provide the Work and such other services as the Client and the Designer (Venture Online UK) may agree upon from time to time during the term of this Agreement.
2. The Designer (Venture Online UK) shall complete the Work by the set completion date unless otherwise agreed.
3. Prior to the Completion Date, the Designer (Venture Online UK) shall use reasonable endeavours to comply with the following milestone dates:
3.1 Initial design ideas including, but not limited to, drafts and sketches shall be presented to the Client for selection and/or approval by the date agreed by the Designer (Venture Online UK) and the client;
3.2 Design proofs shall be presented to the Client for selection and/or approval the date agreed by the Designer (Venture Online UK) and the client;
4. The Designer (Venture Online UK) acknowledges that the Client has a legitimate commercial interest in the Work being completed by the Completion Date and that the Client should have an appropriate remedy if it is not so completed. The Designer (Venture Online UK) shall be responsible for the quality of the Work and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that any Consultant authorised by it to perform all or any part of the Work shall do so competently and with reasonable care.
5. The Designer (Venture Online UK) shall be responsible for the rectification of any unsatisfactory work at its own expense.
3. Nature of Engagement
1. The Designer (Venture Online UK) shall at all times be an independent contractor and the Designer’s (Venture Online UK) activities and those of the self-employed or employed Consultant(s) engaged by it on the Work are at all times under the Designer’s (Venture Online UK) exclusive supervision, direction and control. The Client shall not supervise, direct or control the Designer (Venture Online UK) or any Consultants nor shall the Client have any right to do so.
2. Subject to the provisions of sub-Clause 2.3, the Designer (Venture Online UK) shall at all times be exclusively responsible for organising where, when, how and in what order the Work is done but shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the Work to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.
3. The engagement under this Agreement is mutually non-exclusive that is to say that at any time the Designer (Venture Online UK) and its Consultants can provide to other clients services which are the same as or similar to the Work and the Client can engage other contractors to provide it with services which are the same as or similar to the Work
4. The Designer (Venture Online UK) may in its discretion for any reason on one or more occasions substitute any replacement Consultant for a Consultant or engage any additional Consultant provided that they have the requisite skills and experience to perform the Work. The Designer (Venture Online UK) shall use all reasonable endeavours to avoid or minimise such changes or additions and to consult with the Client beforehand about any such proposed change in engagement of Consultant(s). However, the Designer (Venture Online UK) shall in any event provide such a substitute or addition where the provision of the Work is unduly delayed by absence due to incapacity or for any other reason upon notification by the Client (or the Client’s representative) that a delay is unacceptable.
5. Whenever possible and practicable, the Designer (Venture Online UK) shall use its own equipment, materials and resources to carry out the Work.
6. The engagement and appointment of the Designer (Venture Online UK) under this Agreement does not create any mutual obligations on the part of the Client or the Designer (Venture Online UK) to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.
4. Status of the Designer (Venture Online UK)
1. The Designer (Venture Online UK) shall at all times be an independent contractor and it shall be responsible for all income tax and national insurance contributions or similar taxes or contributions in respect of the consideration payable under this Agreement.
2. The Designer (Venture Online UK) hereby agrees to indemnify the Client in respect of any claims that may be made by the relevant authorities against the Client in respect of income tax or national insurance contributions or similar taxes or contributions, including interest and penalties, relating to the Work undertaken by the Designer (Venture Online UK) under this Agreement.
3. The Designer (Venture Online UK) shall be responsible for all of its expenses and value added tax.
4. Nothing in this Agreement shall be deemed to create any partnership, joint venture or agency between the Parties, or any employment relationship between the Client and any Consultant(s)
1. In consideration of the Work the Client shall pay to the Designer (Venture Online UK) the Fee of 40% deposit of the quoted fee upon signing any graphic design contract with the Designer (Venture Online UK). The client will then pay 60% on completion or stage payments at an agreed percentage rate until completed.
If the work goes beyond the quoted amount and time through no fault of the Designer (Venture Online UK), then the client shall pay the Designer (Venture Online UK) at the hourly rater of £47.50 per hour until completion or will pay an amount quote and agreed between the client and the Designer (Venture Online UK) until the further work is completed.
2. Payment shall be made only following completion of the Work and shall be made within 7 Days of receipt by the Client of the Designer’s (Venture Online UK) invoice for the same. Any sums which remain unpaid after the expiry of this period shall incur interest at the rate of 20% per annum above the base lending rate of the Bank of England from time to time. Interest shall accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. Any interest due shall be payable when paying an overdue sum.
3. All payments made under this Agreement shall be expressly exclusive of any value added tax chargeable thereon unless at such date value added tax becomes chargeable, in which case all clients will be notified.
4. No further payment shall be made to the Designer (Venture Online UK) for the Work over and above the entitlement set out in sub-Clause 5.1 and, without limitation, no payment shall be made to the Designer (Venture Online UK) in respect of any expenses incurred by the Designer (Venture Online UK) in completing the Work.
6. The Work and Intellectual Property
1. Upon receipt in full by the Designer (Venture Online UK) of the Fee due under Clause 5, the copyright and any and all other Intellectual Property Rights subsisting in the Work shall be deemed to be assigned to the Client and the Designer shall be deemed to have waived its moral rights in respect of the Work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
2. Following the assignment of copyright and any and all other Intellectual Property Rights under sub-Clause 6.1, the Client shall be free to use the Work for any purposes including, but not limited to, the purpose for which the Work was originally commissioned.
7. Warranties and Indemnity
1. Any Consultant(s) named in Schedule 1 and any other Consultant(s) engaged by the Designer shall have the requisite skill and experience to carry out the Work
The Designer (Venture Online UK) shall use all commercially reasonable endeavours to ensure that the Work is original to the Designer (Venture Online UK) and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.
2. The Designer (Venture Online UK) shall use all commercially reasonable endeavours to ensure that the Work is original to the Designer (Venture Online UK) and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.
3. The Designer (Venture Online UK) hereby warrants that copyright in the Work shall, throughout the full period of copyright protection be valid and subsisting pursuant to the laws of the United Kingdom.
4. The Designer (Venture Online UK) shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the Work except pursuant to this Agreement.
5. Subject to the provisions of sub-Clause 7.7, in the event of any actions, proceedings, claims, demands or costs (including, without prejudice to the generality of this provision, the legal costs of the Client on a solicitor and own-client basis) against the Client on the grounds that the Designer’s (Venture Online UK) provision of the Work or the Client’s use, possession and/or ownership of the Work in accordance with this Agreement constitutes the infringement of any Intellectual Property Rights belonging to a third party, the Designer shall indemnify the Client from and against the same.
6. Subject to the provisions of sub-Clause 7.7, in the event of any actions, proceedings, claims, demands or costs (including, without prejudice to the generality of this provision, the legal costs of the Designer (Venture Online UK) on a solicitor and own-client basis) against the Designer (Venture Online UK) on the grounds that the Designer’s use or possession of any materials provided to it by the Client for the purposes of providing the Work in accordance with this Agreement constitutes the infringement of any Intellectual Property Rights belonging to a third party, the Client shall indemnify the Designer from and against the same.
7. The indemnities set out in sub-Clauses 7.5 and 7.6 shall apply only if the indemnified Party:
7.1 notifies the indemnifying Party immediately in writing upon becoming aware of any such action, proceeding, claim, demand or costs;
7.2 makes no admissions or any settlements without the indemnifying Party’s prior written consent;
7.3 makes all relevant information available to the indemnifying Party upon request;
7.4 provides all reasonable assistance to the indemnifying Party upon request; and
7.5 allows the indemnifying Party complete control over any relevant litigation and/or settlement.
1. This Clause 8 sets out the entire financial liability of the Parties to each other for any breach of this Agreement; any use made by the Client of the Work; and any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.
2. Subject to sub-Clause 8.3, neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving, or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with this Agreement.
3. Nothing in this Agreement shall limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury.
4. Nothing in this Agreement shall exclude or limit the liability of either Party under or in respect of any of the indemnity provisions of Clause 7.
5. Without prejudice to Clause 7 or to sub-Clauses 8.2, or 8.3, the total liability of either Party arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to 100% of the Fee paid or payable by the Client under this Agreement, or the sum of £<>, whichever is the greater.
9.1 Both Parties undertake that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and [for <>] after its termination:
9.1.1 keep confidential all Confidential Information;
9.1.2 not disclose any Confidential Information to any other party;
9.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;
9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.1.5 ensure that (as applicable) none of its directors, officers, employees, Consultants, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.
9.2 Subject to sub-Clause 9.3, either Party may disclose any Confidential Information to:
9.2.1 any Consultant engaged on the Work
9.2.2 any of their sub-contractors, substitutes, or suppliers;
9.2.3 any governmental or other authority or regulatory body; or
9.2.4 any of their employees or officers or those of any party described in sub-Clauses 9.2.1, 9.2.2 or 9.2.3;
9.3 Disclosure under sub-Clause 9.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 9.2.3 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
9.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
9.5 When using or disclosing Confidential Information under sub-Clause 9.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
9.6 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
10.1 Either Party may terminate this Agreement at any time without notice and without giving any reason for such termination.
10.2 Without prejudice to the generality of sub-Clause 10.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
10.2.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within <> of written notice of such failure from the other Party; or
10.2.2 either Party goes into bankruptcy or liquidation – either voluntary or compulsory – save for the purposes of bona fide corporate reconstruction or amalgamation, or if a receiver is appointed over the whole or any part of that Party’s assets.
10.3 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.
11. Nature of the Agreement
11.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) [or sub-license] any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
11.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
11.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
13.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:
13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
13.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
13.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.
14. Alternative Dispute Resolution
14.1 Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.
14.2 The Parties hereby agree that the decision of the Arbitrator shall [not] be final and binding on both Parties.
15. Law and Jurisdiction
15.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
15.2 Subject to the provisions of Clause 14, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.