TERMS AND CONDITIONS
Payment should be made in full within 30 days of invoice date via cheque or BACS. Late payment results in a significant increase in the administration time required to complete a project. A £25 service charge is payable on all overdue balances for reissuing each invoice at 60 and 90 days from the date of original invoice. The grant of any license or right of copyright is conditioned on receipt of full payment. The late payment fee can be waived following acceptable communication of extenuating circumstances.
2. Default in payment
The Client shall assume responsibility for cost outlays by Paper Rhino in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.
All charges and prices for services carried out by Paper Rhino are subject to VAT (where applicable) at the prevalent rate. The fees and expenses quoted are minimum estimates only unless a daily fee has been agreed upon. If required, Paper Rhino shall keep the client apprised of a tally of days as the project progresses. Final fees and expenses shall be shown when an invoice is rendered. The fees and expenses discussed prior to commencing work are minimum estimates only unless the quote and/or invoice is clearly marked Firm Quote, otherwise the above stated hourly fee will be payable on all time over that which was quoted.
The original quotation includes a maximum of 4 rounds of minor amends. The Client must assume that all additions, alterations, changes in content, layout or process requested by them will alter the time and cost required for completion. Any amends further to the included 4 rounds will be charged at £35 per hour of completion. The original quote does not include major redesign, re-shooting or redeveloping of artwork. Any major redesign, re-shooting or redeveloping of artwork will be additional to the original estimate.
The Client shall reimburse Paper Rhino for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, including but not limited to stock content, bespoke fonts, artwork, packaging, insurance, postage and/or materials needed for the project.
6. Rights and ownership
The following summarises our understanding but is not intended to be legal advice:
Under UK law, the originator of art, design, music and writing is the copyright owner and has intellectual rights – and these can be licensed to the client or person who commissioned the work for various uses. In general the licensed use is the purpose of the original commission – e.g. design and print of 10k leaflets would mean the sale of a “licence” for exactly that. Further uses of the artwork or its adaptation for another project would be by negotiation, and ownership of the electronic files, the design and all of the component parts remain with the designer unless other arrangements are made with the client. When you buy a design from a designer you are paying for his/her time, effort and talent, not for ownership of the design. This understanding is basically the same in the UK and in the US and is put succinctly by the American Institute of Graphic Designers:
“Under U.S. copyright law, the designer is the owner of all files and artwork created for the client, and the client is the owner of the end product (i.e. printed business cards). Release of electronic files to the client is at the discretion of the designer and is determined by the type of project. Copyright ownership may be transferred to the client for a fee that is based on the uses for which rights are being transferred.”
This applies for all forms of creative work – most people are familiar with purchasing or commissioning illustration or photography on the basis of a particular use (indeed the cost generally reflects the usage – front cover, long runs etc attract a higher fee).
Upon payment of all fees, the following reproduction rights for all approved final designs created by the designer for this project shall be granted:
Client to gain full transferable rights to brand identity.
Client to gain full license to reproduce works through commercial printers.
The client shall be entitled to full reproduction rights of all final approved artwork upon full payment of the agreed fee. Paper Rhino reserves the right to use both initial creative concepts and final approved design work for the purposes of the Company’s publication, exhibition, or other promotional purposes (both online and offline) unless otherwise requested/agreed with the Client. Paper Rhino cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore Paper Rhino will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strapline, colour usage, image style and content, product or otherwise. It remains the Client’s responsibility to seek copyright protection if desired for any creative/intellectual property provided to the Client by the Company. Electronic files supplied are for the stated use only and not to be changed or adapted or reused without written permission from Paper Rhino.
Paper Rhino incurs a loss as a consequence of any cancellation. Time spent on any project represents a loss of potential earnings where time could have been attributed to other projects or projects for other clients. In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by Paper Rhino, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. The cancellation fee is based on the hours submitted if the project is on an hourly basis or a percentage of the time estimated for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly basis and the project is canceled by the client, the client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation. This method of calculating of fees is based on the expenses incurred by Paper Rhino
8. Project delivery
All projects are planned to an agreed schedule. Non-adherence to this schedule by the Client may result in compromising final delivery deadlines. If this is likely to occur, Paper Rhino will advise the Client as soon as this becomes evident and suggest an alternative solution where feasible. This may incur additional costs. Whilst every effort will be made to achieve agreed delivery, Paper Rhino cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of the Company’s control. Paper Rhino shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond it’s control including (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, drought, failure of power supply, lock out, strike by employees 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.
9. Credit Lines
Paper Rhino and any other creators shall receive a credit line with any usage of our original work.
The Client shall indemnify Paper Rhino against all claims and expenses, including legal fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Terms and Conditions may be changed at any time without prior notice to Clients. Notification will be sent to all clients at the time of the Terms and Conditions alterations.
12. Code of fair practice
The Client and Paper Rhino agree to comply with Government advice on Fair Trading. Paper Rhino warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Paper Rhino has full authority to make this agreement; and that the work prepared by Paper Rhino does not contain any scandalous, libellous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Paper Rhino’s product that may infringe on the rights of others. Client expressly agrees that it will hold Paper Rhino harmless for all liability caused by the Client’s use of Paper Rhino’s product to the extent such use infringes on the rights of others.
13. Limitation of liability
The Client agrees that it shall not hold Paper Rhino or its agents or employees liable for any incidental or consequential damages that arise from the worker’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of the worker or Client, any client representatives or employees, or a third party. The client agrees to indemnify and hold harmless the designer from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, but only to the extent caused by, arising out of, the work supplied by the designer. Once final proofs/materials have been signed off, Paper Rhino cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product. It is the responsibility of the Client that all materials (including, but not limited to images, diagrams, logos, videos, data, as well as intellectual property in other media) supplied to Paper Rhino by the client will have the relevant copyrights, licenses and permissions for use in the commissioned project. Paper Rhino will not accept responsibility/liability for infringements caused by any wrongly supplied materials. The Client agrees to indemnify and hold harmless Paper Rhino from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
Whilst taking every care to protect all media and correspondence supplied, Paper Rhino cannot accept liability or be held responsible financially or otherwise for any loss. Disputes will not be entered into. Paper Rhino hereby excludes itself, its Employees and or Agents from all and any liability from:
Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause
Loss or damage to clients’ artwork/photos or other assets, immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of Paper Rhino to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
14. Dispute Resolution
Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of The London Court of International Arbitration (LCIA). The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court cost, reasonable legal fees, and legal interest on any award of judgment in favour of Paper Rhino. All actions, whether brought by client or by Paper Rhino will be filed in Paper Rhino’s county of business.
This contract is held accountable to the laws of England and Wales and any applicable statutes held therein.
15. Third party contracts
Paper Rhino may contract with other creative professionals to provide services such as web development, photography, and illustration. Any third party terms and conditions will include full reproduction rights for the client. Where such contracting adds to the project cost, the client will first be asked for permission to proceed. No project will commence on the assumption that third parties might be required for project completion. Such details will be finalised prior to project commencement, unless requested by the client at a later date. The Company reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the Client. As part of larger projects which involve 3rd parties commissioned directly by the client, Paper Rhino will not be held responsible in any way for services not carried out/managed directly or indirectly by Paper Rhino.
16. Ethical policy
Through the work that we do, we will strive at all times to:
Consider the social economic and environmental impact of what we do
Act with honesty and transparency
Treat customers fairly
Promote human rights and equality
Promote social, economic and environmental development in Britain
Protect the environment
Protect animal welfare
Uphold ethical workplace culture
Paper Rhino will NOT provide design services to:
1. Any business or organisation that:
Fails to uphold basic human rights
Manufactures, transfers or promotes the use of weapons
Has links to an oppressive regime
Advocates discrimination and incitement to hatred
Fails to implement basic labour rights
Impedes access to basic human necessities
Engages in irresponsible marketing practices
Takes an irresponsible approach to the payment of tax
Focuses on irresponsible gambling
Provides payday loans at unreasonable rates
Is involved in
a) animal testing of cosmetic or household products or their ingredients
b) intensive farming methods
c) blood sports or the fur trade.
2. Any business or organisation whose core activity contributes to:
Global climate change, via the extraction or production of fossil fuels (oil, coal, gas and shale gas), with an extension to the distribution of those fuels that have a higher global warming impact (e.g. tar sands and certain biofuels).
The degradation of endangered animal species’ habitats.
The manufacture of chemicals that are persistent in the environment, bio-accumulative in nature or linked to long term health concerns.
The unsustainable harvest of natural resources, including timber and fish.
The development of genetically modified organisms or nanotechnology in circumstances that risk damaging the environment or compromising human health.