Terms and

conditions

Brandsmiths Creative Agency Ts and Cs

Acceptance of quotation and payment of deposit will be taken as acceptance of the following terms and conditions. Please ensure you have read and fully understand what is written below. Please contact us if anything is not clear to you.

1) All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation.

2) The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this. Please allow a 10% contingency on price when considering your budget to allow for potential unanticipated requirements, additional development or ‘scope creep’.

3) No creative or development work will commence until the agency has received written approval of the quotation and a minimum deposit of 50% of the agreed costs.

4) The balance of payment will be due in full on project completion.

5) Any printing, fulfilment, or third-party services that are provided by the agency will require a minimum up-front payment of 50% (possibly higher in relation to value) of the agreed cost (this figure will be at the discretion of the agency and may in some cases be as much as 100%). Please note that the agency will be unable to proceed to this stage without receipt of proof of this payment.

6) Unless otherwise stated above or previously agreed in writing, all invoices are due within seven days of any invoice date.

7) Any anticipated completion date provided by the agency is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. The agency will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Time lines provided are estimated but the agency will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure.

8) Fees provided allow for a maximum of two reverts after which time additional charges may become payable. In the event that the client still has changes, or is not satisfied with the work, the agency reserves the right to renegotiate the original quote or to bring to an end any agreement with the client with no refund of deposit or payments made previously.

9) Where hourly rates are applicable, the agency’s minimum time allocation will be 0.5 hours and time is billed in half-hour increments. Please note that all jobs requiring same-day turnaround will attract a 50% loading fee.

10) At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent.

11) Fees provided allow for occasional meetings at key stages for a ‘reasonable’ length of time between the agency and client. Some meetings may incur additional charges for time spent.

12) Additional expenses such as in-house colour printing, travel, postage, stock images or footage will be added onto the final invoice where applicable.

13) Unless otherwise agreed in writing, our fees exclude: VAT where applicable; stock library images, photography or video, bespoke illustration, website hosting or backups; translation services; travel and accommodation outside of Johannesburg; talent (models and actors etc.); any third-party media, production, distribution, couriers, proofs, mock-ups, proof reading or printing that may be required; other third-party costs incurred.

14) The agency recommends that clients use our preferred suppliers for print and is able to provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. We always seek a number of quotations from our trusted print suppliers and provide a complete management service: from print sourcing to print-liaison to proof checking. Although clients are not contract-bound to use the agency to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own print supplier, the agency will simply provide artwork directly to the client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.

15) In addition to print suppliers, the agency works closely with other third-party partners and suppliers, including sign manufacturers and installers, photographers, illustrators, film makers, external website developers and coders, and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.

16) Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g the agency printer, the client’s printer, the image setter, the monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘colour-proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as the client accepts there may be inconsistencies across work produced, this step may not be necessary. The agency does not accept any responsibility for colour variations as a result of these indeterminate factors.

17) Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of the agency. Full copyright and ownership of all ‘commissioned’ work will reside with the agency until full payment has been received, at which point the agency will surrender to the client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing wherever possible and the agency’s right to use the work for self promotion in its portfolio, in presentations, in advertising, in print and online.

18) Brandsmiths Creative Agency will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to the agency. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark.

19) If requested, the agency will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc). However the agency does not by default (and possibly without further charge) provide clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any ‘working’ or ‘development’ files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with the agency for non-exclusive future use.

20) The agency will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.

21) The client agrees to indemnify Brandsmiths Creative Agency and keep the agency indemnified and hold the agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The agency will not be held responsible for any delays, errors or losses arising from any third party.

22) The client agrees to alert the agency in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. The agency will not be liable for any claims made after this period.

23) Appropriate credit and acknowledgment for work produced by the agency should be attributed to Brandsmiths Creative Agency where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for the agency’s promotional purposes unless otherwise prearranged with the client.

24) These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. The agency reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.

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