1. Interpretation
1.1. The following definitions and rules of interpretation apply in these Terms:
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client
the person (acting in the course of business), firm or company identified on the Quotation.
Client Materials
all images, drawings, photographs, documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Designer in connection with the Contract.
Client Default
has the meaning set out in clause 6.2.
Commencement Date
has the meaning given in clause 3.2.
Contract
these Terms and the relevant Quotation.
Costs
the costs payable by the Client for the supply of the Services in accordance with clause 7.
Deliverables
the deliverables set out on the Quotation.
Designer
Matt Hollands (trading as Matt Hollands Design) of Pool Innovation Centre, Trevenson Rd, Pool, Redruth TR15 3PL.
Designer Materials
has the meaning set out in clause 6.1(e).
Intellectual Property Rights
patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Initial Costs
50% of the total Costs, payable in accordance with clause 7.
Quotation
the Designer’s written quotation document setting out the project outline, the Services, the Deliverables and the Costs.
Services
the services, including the Deliverables, supplied by the Designer to the Client in accordance with the roadmap set out on the Quotation.
1.2. Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes all subordinate legislation made from time to time under that legislation or legislative provision.
1.3. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4. A reference to writing or written includes emails.
2. Application of these terms
2.1. These Terms shall:
(a) apply to and be incorporated in the Contract;
(b) apply to all dealings between the Client and the Designer; and
(c) prevail over any inconsistent terms or Terms provided by the Client, or implied by law, trade custom, practice or course of dealing.
3. Basis of contract
3.1. The Client’s signing and returning of the Quotation constitutes an offer by the Client to purchase the Services in accordance with these Terms.
3.2. The offer shall only be deemed to be accepted when the Designer issues written acceptance, at which point the Contract shall come into existence (Commencement Date).
3.3. These Terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.4. The Quotation shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
4. Supply of Services
4.1. The Designer shall supply the Services to the Client in accordance with the Quotation in all material respects.
4.2. The Designer shall use all reasonable endeavours to comply with any timescales specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3. The Designer reserves the right to amend the Quotation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Designer shall notify the Client in any such event.
4.4. The Designer shall supply the Services to the Client using reasonable care and skill.
5. Contract management
5.1. The Designer and the Client shall each nominate a senior manager who shall be responsible for liaising in connection with the supply of the Services, and who shall be responsible for the co-ordination of all matters relating to the Contract (“Project Manager”). Each party shall notify the other promptly of any change in these appointments.
5.2. All communications, documentation and materials relating to the Contract and sent to the parties shall be sent to the Project Managers.
5.3. Unless agreed otherwise in writing by the parties, the Project Managers shall meet on the dates and at the locations (or if the Project Managers are unable to meet in person, by video or conference call facility) agreed between the parties for the purpose of discussing each stage of the Services.
6. Client’s obligations
6.1. The Client shall:
(a) ensure that the terms of the Quotation are complete and accurate;
(b) co-operate with the Designer in all matters relating to the Services;
(c) provide the Designer with such information and Client Materials as may reasonably be required in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(e) keep all materials, documents and other property of the Designer (“Designer Materials”) at the Client’s premises in safe custody at its own risk, maintain the Designer Materials in good condition until returned to the Designer, and not dispose of or use Designer Materials other than in accordance with the Designer’s written instructions or authorisation; and
(f) comply with any additional obligations as set out on the Quotation.
6.2. If the Designer’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
(a) without limiting or affecting any other right or remedy available to it, the Designer shall have the right to suspend performance of the Services until the Client remedies the Client Default;
(b) the Designer shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Designer’s failure or delay to perform any of its obligations as set out in this clause 6.2; and
(c) the Client shall reimburse the Designer on written demand for any costs or losses sustained or incurred by the Designer arising directly or indirectly from the Client Default.
7. Costs and payment
7.1. The Costs for the Services shall be set out on the Quotation.
7.2. Within five Business Days of the Commencement Date, the Client shall pay the Initial Costs to the Designer.
7.3. The Designer shall invoice the Client for the Costs at the end of each month for Services performed during that month.
7.4. The Costs exclude the following which shall be payable by the Client monthly in arrears, following submission of an appropriate invoice:
(a) the cost of travelling and any other ancillary expenses reasonably incurred by the Designer in connection with the Services; and
(b) the cost of any materials or services procured by the Designer from third parties (e.g., stock photography or third party artwork) as such items are approved by the Client in advance.
7.1. The Client shall pay each invoice submitted by the Designer:
(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Designer, and time for payment shall be of the essence of the Contract.
7.2. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Designer to the Client, the Client shall, on receipt of a valid VAT invoice from the Designer, pay to the Designer such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.3. Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Designer any sum due under the Contract on the due date, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.4. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.5. The Designer reserves the right to increase the Costs on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
8. Intellectual property rights
8.1. All Intellectual Property Rights in, arising out of, or in connection with the Services (other than Intellectual Property Rights in any Client Materials), including the Deliverables, shall be owned by the Designer or its licensors.
8.2. The Designer grants to the Client, or shall procure the direct grant to the Client of, a non-exclusive, royalty-free perpetual licence to use the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.
8.3. The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 8.2.
8.4. The Client grants the Designer a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Materials for the term of the Contract for the purpose of providing the Services to the Client.
8.5. The Client:
(a) warrants that the receipt and use of the Client Materials by the Designer shall not infringe the rights, including any Intellectual Property of any third party; and
(b) shall indemnify the Designer in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Designer arising out of, or in connection with, any claim brought against the Designer for actual or alleged infringement of a third party’s Intellectual Property arising out of, or in connection with, the receipt or use of the Client Materials. This clause 8.5(b) shall survive termination of the Contract.
9. Credit
The Client agrees to ensure that the Designer, or any other licensor, receives a credit (acknowledging the author’s name, author’s website and year of completion) on editorial usage.
10. Data protection
The Designer shall collect and process information relating to the Client in accordance with its Privacy & Cookies Policy (matthollandsdesign.co.uk).
11. Confidentiality
11.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2. Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4. This clause 11 shall survive termination of the Contract.
12. Limitation of liability
12.1. The following provisions set out the entire financial liability of the Designer (including without limitation any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of:
(a) any breach of the Contract howsoever arising;
(b) any use made by the Client of the Deliverables; and
(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
12.2. Except as expressly provided in the Contract and to the fullest extent permitted by applicable law:
(a) the Designer shall have no liability for any damage caused by errors or omissions in any Client Materials; and
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from the Contract.
12.3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; or
(b) fraud or fraudulent misrepresentation.
12.4. Subject clause 12.3, the Designer shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
12.5. Subject to clause 12.3 and clause 12.4, the Designer’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Costs paid for the Services.
12.6. This clause 12 shall survive termination of the Contract.
13. Term and Termination
13.1. The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 13.2, until the Designer gives the Client not less than one weeks’ written notice to terminate.
13.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
13.3. Without affecting any other right or remedy available to it, the Designer may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
13.4. Without affecting any other right or remedy available to it, the Designer may suspend the supply of Services under the Contract if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in clause 13.2(c) to clause 13.2(d), or the Designer reasonably believes that the Client is about to become subject to any of them; and
(c) the Designer reasonably believes that the Client is about to become subject to any of the events listed in clause 13.2(b).
14. Consequences of termination
14.1. On termination of the Contract:
(a) the Client shall immediately pay to the Designer all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Designer shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of the Designer Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Designer may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and
(c) each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s confidential information.
14.2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
15. Force majeure.
15.1. If a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.2. The Affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
15.3. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than three months’, the party not affected by the Force Majeure Event may terminate this agreement by giving one months’ written notice to the Affected Party.
16. Assignment
16.1. The Designer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
16.2. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Designer.
17. Entire agreement
17.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
18. Variation
Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19. Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20. Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 20 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. Notices
21.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified on the Quotation.
21.2. Any notice or other communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 21.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
21.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
22. Third party rights
22.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
22.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
23. Governing law and Jurisdiction
23.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
23.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Working with you I create unique brand identities that are tailored to your brief.
Using type and imagery I create clear and engaging designs for print marketing .
Interactive responsive websites, email templates and a few other creative features.
I create infographics and diagrams, they are a creative way to show complex data.
I enjoy sketching and creating typefaces, as well as experimenting with type.
I use clear typographic stucture to get people to where they need to be.
