This agreement between Pemberton & Whitefoord LLP (hereafter ‘P&W’) and the “Client”governs the project/task described in our cost estimate, and along with these Terms & Conditions, constitutes an agreement between the parties concerning the project/task.
The estimate P&W has provided you with is of anticipated costs relevant to the project/ task requested by the Client. The estimate is based on P&W’s understanding and interpretation of the written brief given by the Client. Please note the estimate is NOT a definitive quotation and while P&W endeavour to adhere to the cost structure outlined, it is possible that additional fees and expenses may be due in order to conclude the project/ task. Any subsequent changes/alterations/amendments requested by the Client, whether made orally or in writing, will likely result in additional charges. Any deviations from the cost estimate (should they occur) will be highlighted to the Client during the appropriate stage in the project.
All estimates formulated are based on P&W’s standard hourly rates. If additional time is spent on the project/ task by P&W, fees will be charged at £95 per hour.
All P&W employees and sub-contracted designers keep mandatory time-sheets, logging time taken to complete works. P&W will supply the Client with evidence of these, if specifically requested (if there is any concern regarding the legitimacy of any additional charges incurred). P&W will alert/ inform the client if any additional time is required to complete the project.
If the Client requires an estimate for any of the following additional costs, please note that this will NOT be a definitive quotation; it will be an estimate based on P&W’s best judgement of the task in question. For any other additional costs not mentioned in P&W’s estimate (or in the list below), the Client must discuss with P&W and P&W will attempt to determine an estimate. If P&W considers it appropriate, the Client shall pay in advance for all or part of the disbursements necessary to complete work estimated for.
Costs for the following are not included within this estimate, unless they are mentioned specifically.
On occasion, P&W require the assistance of other creative professionals such as subcontracted designers, artworkers, copywriters and web designers. Unless otherwise informed, P&W will assume the Client agrees to the prospect that outsourced resource may engage with their project/ task assuming that all confidentiality agreements with the Client are adhered to.
Any design collateral supplied by the client to P&W such as: logos, illustrations, icons, photograph or lettering, shall only be used by P&W for the progression and development of the project it was supplied for (on behalf of the Client) and will not be used for any other purpose or for any other party.
Once final proofs/ materials have been signed off by the Client, P&W cannot be held responsible financially or otherwise for any errors relating to print or any end product. Client alterations and additional proofs necessitated thereby shall be charged extra. An instruction by the Client to proceed further with the Contract following submission of proofs or artwork shall be deemed as approval by the Client of the submitted work.
Whilst every effort will be made by P&W to achieve the agreed delivery for the Client, P&W cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of P&W’s control.
The Client agrees to give P&W credit where appropriate on all work in all press releases and publicity material for work undertaken by P&W. P&W may publicise the work itself where appropriate without further notification to the Client.
Invoices must be paid in accordance with the terms agreed on the cost estimate. Works will not commence until the terms are agreed.
P&W accept payment via bank transfer.
All services provided by P&W shall be for the exclusive use of the Client. Upon payment of all fees, the following reproduction rights for all approved final designs created by P&W for the project/task shall be granted:
• Client to gain full transferable rights to brand identity
• Client to gain full licence to reproduce works through commercial printers
Both the Client and P&W agree that the Materials (including the results of design created by P&W in according to the Agreement of work) will be used solely by the Client and will be the Clients exclusive intellectual property. The Company has no right in any way to use or to transfer to third parties the materials and the results without prior written agreement of the Client. P&W will retain the right to publicise the work for self promotion only, all other intellectual rights will belong to the client.
Any designs, drawings, artworks or estimates prepared by P&W remain the property of P&W and must not be submitted to, or copied by any other person without prior permission. P&W retains the copyright of all work produced by P&W prior to full payment of fees and disbursements unless otherwise specifically agreed in writing by P&W. The Client shall be entitled to full ownership of all final work created during the project/task upon full payment of the agreed fee. Any materials such as photography or illustration commissioned by P&W on behalf of the Client for the project in hand, may only be used specifically for packaging. If the commissioned photography or illustration is required for extended usage (e.g.: advertising, website) an additional fee may be required by the subcontracted resource.
Where deemed beneficial to the project, P&W may utilise generative AI tools to enhance creative output, improve efficiency, accelerate delivery, or support other project-related processes, without the need for further consultation or approval. By entering into this agreement, you consent to the use of such tools where we determine they add value to the project or may result in cost efficiencies. P&W will take all reasonable steps to ensure that the use of generative AI tools does not knowingly infringe third-party intellectual property rights. However, you acknowledge that generative AI is an emerging technology and that the legal and copyright landscape relating to its use is evolving. Accordingly, P&W cannot guarantee the absence of future copyright or intellectual property challenges arising from the use of such technology.
P&W will be contactable by telephone and email from Monday to Friday between 9am and 5pm GMT. If unavailable, P&W will endeavour to return contact as soon as possible. It is vital that the Client is also contactable, in-case P&W has any questions, queries, requests regarding the project/task. If delays are incurred due to the Client being inaccessible, P&W take no responsibility for these delays and subsequent issues that may occur (see ‘DELIVERY’).
P&W reserve the right to revise the estimate amount if the Client does not provide sufficient information/ material required in order for P&W to commence with the project/task.
The Client shall inform P&W, in writing before the project commences if any portion of materials or information provided by the Client or if any portion of the project is confidential. If P&W is required to sign a contract/agreement (supplied by the Client), approximately 7 days are required for P&W to assess and analyse the material. This allows for time to engage with legal professionals on the contents of the contract/agreement prior to project commencement, if this is deemed necessary by P&W.
If, after project commencement, client communication (telephone, email or face-to-face) stops for a period of 180 days or more, the project will be cancelled, in writing, by P&W. Ownership of all copyrights will be retained by P&W and a cancellation fee for work completed shall be paid by the Client, with the fee based on the stage of project completion. P&W will ensure the fee will not exceed 100% of the total project cost.
In the event of any bona_fide dispute or difference arising between the Client and P&W, the parties shall attempt to resolve the dispute or difference in good faith. It is the responsibility of the Client to inform P&W immediately of any issue that may lead to a dispute (including but not limited to; quality, service, cost, deadline), without such information, no disputes will be entered into and P&W expect payment in full, as agreed.
With regards to any disputes relating to deadlines, P&W will make a total commitment to adhering to all deadlines agreed with the client providing that the Client adheres to project timing expectations including the supply of assets such as: logos, cutter guides, text information or images. Delay of which would impede the progress of the project. Our commitment to deadlines will also be dependent on Client responses within a pre-agreed time-frame e.g. if the Clients takes more than the agreed period to make a decision based on approval stages, P&W can not be held responsible. P&W's commitment to adhering to deadlines is also fully dependent on the Client sharing deadline expectations and P&W and the Client agreeing them in advance. Once the client confirms deadline expectations P&W can create a critical path / project progression framework for the project which will define response times and responsibilities for both P&W and the Client.
In the unlikely event that disputes cannot be resolved between P&W & the Client, the Client will be referred to its chosen solicitors. These conditions and all other terms of the Contract shall be governed and construed in accordance with and by the Laws and Courts of England and Wales.
If the Client ceases to pay debts in the ordinary course of business, cannot pay debts as they become due, is deemed to be unable to pay its debts, has a winding-up petition issued against it, commits an act of bankruptcy or has a bankruptcy petition issued against them, P&W shall:
(a) Have the right not to proceed further with the Contract or any other work for the Client and be entitled to charge for the work already carried out and materials/ additional costs purchased for the Client (whether the work is completed or not).
(b) In respect of all unpaid debts due from the Client, have a general lien on all goods and property in P&W’s possession (whether worked on or not) and shall be entitled on the expiration of fourteen days notice to dispose of such items in such a manner and at such a price that the Company sees fit and to apply the proceeds towards such debts.
P&W shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond its control including but not limited to, Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock out, Strike by employee’s in contemplation of furtherance of dispute or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery when available.
