Terms and Conditions
Definitions
1.1 Agreement means the entire content of this document.
1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided or required by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Copyright Law.
1.4 Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
1.5 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
1.6 Final Works means all creative content developed by Designer, or commissioned by Designer, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.
1.8 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.9 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.
2.0 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
2.1 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
2.2 Working Files means all underlying work product and digital files utilized by Designer to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.
Designer and Client Agreement
1. The Client allows permission for all design work to be used and shared by Fusia Creative Ltd for self-promotional purposes, including but not limited to, portfolio format, website, social media platforms, various marketing techniques, digital marketing, print marketing, for PR purposes, on yet to be invented media, once the Client has first publicly launched their designs or if Fusia Creative Ltd has received consent from the Client to do so before the Client publicly launches, etc.
2. A deposit may be required for a project and/or service. Full payment of the non-refundable deposit is required in order to secure your starting date. The total fee and the required 50% non-refundable deposit for a project is explained in the Project Cost section of a Proposal or in a quote. In the event of a cancellation of the project by a Client, the Designer reserves the right to retain the deposit as compensation for the time and resources spent on the project up to the point of cancellation. These prices are subject to change at any time during the project.
3. When the first design is presented to you, Fusia Creative Ltd will explain what design decisions have been made. At this point the Client will have the opportunity to provide feedback and request modifications if required. Unless stated otherwise, the Client is entitled to 4 revisions. In the unlikely event that additional revisions are required beyond this, they will be charged at a cost of £35.00 per revision round, and will be added onto the final invoice. Any additional work beyond the services and/or deliverables requested and/or listed in the Proposal document will result in added billing to the invoice.
4. In the event that the Client wishes to terminate the project for any reason, except for unforeseen circumstances, the Client will be expected to settle any final payments for work already completed. In this scenario, the Client will not be entitled to a refund of any manner and the Client is not permitted to use the designs for personal or business use. Furthermore, in this event, any individual, including the Client or another designer, is not permitted to recreate the ideas, concepts or designs that have been created by Fusia Creative Ltd.
5. Should the project be terminated by either party, before full and final payment, all work legally belongs to Fusia Creative Ltd and the Client is not permitted to use the designs for personal or business use. Furthermore, in this event, any individual, including the Client or another designer, is not permitted to recreate the ideas, concepts or designs that have been created by Fusia Creative Ltd.
6. In the unlikely event that Fusia Creative Ltd falls ill or is injured and is unable to complete the work therefore terminating the project for this reason and/or personal reasons, the Client is entitled to a refund. Should the Client be refunded, the Client is not permitted to use the designs for personal or business use. Furthermore, in this event, any individual, including the Client or another designer, is not permitted to recreate the ideas, concepts or designs that have been created by Fusia Creative Ltd. As an alternative to termination due to these reasons, if agreed upon by both Client and Fusia Creative Ltd, the project can be paused and then continued at a later date when Fusia Creative Ltd is able to complete the work. The terms of pausing a project are to be agreed upon by both Client and Fusia Creative Ltd if and when the event arises. This alternative option to pause and then continue a project at a later date is not possible if Client and Fusia Creative Ltd cannot agree to the same terms.
7. All design proofs will be provided in digital form and only once the final payment is made will Fusia Creative Ltd share all full, final files. Should this payment not be received for any reason, all work legally belongs to Fusia Creative Ltd and the Client is not permitted to use the designs for personal or business use. Furthermore, in this event, any individual, including the Client or another designer, is not permitted to recreate the ideas, concepts or designs that have been created by Fusia Creative Ltd.
8. If the Client is asking for a refinement or an updated version of their already existing logo(s) or design(s), the Client guarantees to Fusia Creative Ltd that they have 100% ownership and rights of their said name, logo, visuals, concept, text, images, photographs, fonts, typefaces, Client Content to do with as they please, including but not limited to, amendments, alterations and use by Fusia Creative Ltd, and that any previous designer doesn’t have any rights to it. Client also guarantees to Fusia Creative Ltd that any logos, text, graphics, photos, designs, trademarks, patents, copyrights, photographs, names, fonts, typefaces, Client Content or other artwork/material/content that the Client provides Fusia Creative Ltd for use for design work, deliverables and/or to carry out the project brief, are either owned by Client, Client’s company, or that Client and Fusia Creative Ltd have permission to use them in any design work and/or for design purposes. Client also guarantees to Fusia Creative Ltd that any Client Content sent to Fusia Creative Ltd at any point, including before Terms and Conditions and/or contracts have been read and signed, are also owned by the Client, and that Fusia Creative Ltd has permission to use them in any design work. If at any point the Client has sent Client Content which Fusia Creative Ltd does not have permission to use for design and service purposes, the Client must inform Fusia Creative Ltd immediately. Fusia Creative Ltd is not responsible for any legal or financial difficulty resulting from any design work Fusia Creative Ltd creates and the Client is encouraged to review thoroughly before disseminating design work, deliverables and Final Works or using it in trade. If the Client would like to ensure that the works created do not infringe a third party’s intellectual property rights, please seek legal advice.
9. After all fees have been paid, all of the intellectual property that subsists in the final designs/deliverables/Final Works outlined in a Proposal document or that are requested is assigned to the Client, with the exception of moral rights. Fusia Creative Ltd is still allowed to use the final designs and all material, for example and not limited to, designs, ideas, concepts, sketches, created during the project for marketing and promotional purposes such as, by way of example and not limitation, on website(s), portfolio, social media, yet to be invented media, digital and print marketing etc. Fusia Creative Ltd has the right to use all work, including final designs created, for PR purposes in known and yet to be invented media. All intellectual property that was created in the course of the project that does not subsist in the approved final designs/deliverables/Final Works belongs to Fusia Creative Ltd including, but not limited to, sketches, concepts, ideas, designs, drafts or unused designs that Fusia Creative Ltd creates. Preliminary Works such as, by way of example and not limited to, unused designs, concepts, ideas, materials, sketches created during the process, and which are not included in the final approved designs, remain in full ownership of Fusia Creative Ltd. Fusia Creative Ltd reserves the right to reuse or amend any of these Preliminary Works for other clients or to be used freely as concepts in a portfolio.
10. Client acknowledges that Fusia Creative Ltd will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent or design patent searches by way of example, not limitation). Client shall have sole responsibility for ensuring that Trademarks and/or Final Works do not infringe the rights of third parties, and Client shall defend, indemnify, save and hold harmless Fusia Creative Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks and/or Final Works. While Fusia Creative Ltd has not and will not deliberately copy any work that may contain third party intellectual property rights, please note, Fusia Creative Ltd cannot guarantee that the works created are free to use without the risk of infringement on a third party’s intellectual property rights. Fusia Creative Ltd will not be liable for or cover any cost of infringement, rejected trademarks and/or patents, trademark and/or patent applications, trademark and/or patent submissions, or trademark and/or patent resubmissions.
If the Client would like to ensure that the works created do not infringe a third party’s intellectual property rights, please seek legal advice.
11. Fusia Creative Ltd take no responsibility for the TM process, once the final payment is made it is up to the Client to register for a TM if they choose to do so as they now fully own the design. If there are any TM infringements in the future, Fusia Creative Ltd take no responsibility for any costs that may ensue.
12. Content liability - Fusia Creative Ltd shall not be held responsible for the dissemination of design work by the Client and the Client is encouraged to review all design work thoroughly before use. Client shall defend, indemnify, save and hold harmless Fusia Creative Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks and/or Final Works.
13. Once approved by Client the project is deemed complete and full payment is now due. Any alterations to the project or additional work that is requested after completion will result in added fees to the invoice. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Fusia Creative Ltd assigns to Client all of Fusia Creative Ltd’s Copyrights to the Final Works, including Trademarks, and Fusia Creative Ltd shall deliver to Client all Working Files related to the Final Works. Fusia Creative Ltd shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse Fusia Creative Ltd for reasonable time and out-of-pocket expenses in connection therewith.
14. Client shall have sole responsibility for ensuring that Trademarks and/or Final Works do not infringe the rights of third parties, and Client shall defend, indemnify, save and hold harmless Fusia Creative Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks and/or Final Works. If Client would like to ensure that the works created do not infringe a third party’s intellectual property rights, Client should seek legal advice.
15. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Fusia Creative Ltd a non-exclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Fusia Creative Ltd’s performance of the Services and promotional uses of the Deliverables requested by Client or as authorized in a Proposal document.
16. Client Responsibilities - Client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Designer;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and
(d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.
(e) any elements of logos, text, graphics, fonts, photos, typefaces, designs, trademarks, patents, copyrights, photographs, names including business names, or other artwork and/or information that you provide Fusia Creative Ltd for use for design work are either owned by the Client, Client’s company, or that Client and Fusia Creative Ltd have permission to amend and/or use them in any design work and/or design purposes.
17. By Client. Client represents, warrants and covenants to Fusia Creative Ltd that:
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
(e) Client Content which is provided to the Designer at any time, including before the date this document is read and signed, such as and not limited to information, data, images, statements, graphics, etc., is factually correct, accurate, legal, conforms to ethical standards of the Client’s industry, is not misleading, is not a breach of GDPR of any kind, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.
Fusia Creative Ltd accept no responsibility for copyright infringements caused by materials submitted to Fusia Creative Ltd by the Client. And Fusia Creative Ltd accept no responsibility for Final Works, deliverables or artwork containing material that is not accurate, not legal, misleading, or does not conform to ethical standards of the Client’s industry due to materials and Client Content submitted by the Client to Fusia Creative Ltd. Designer urges Client to check all Client Content before submitting to Fusia Creative Ltd and to also check all Deliverables and Final Works thoroughly before approving and disseminating them.
18. In no event shall Fusia Creative Ltd be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Fusia Creative Ltd, even if Fusia Creative Ltd has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
19. Fusia Creative Ltd accept no liability for loss, infringement, or damage caused by any work and/or design carried out by Fusia Creative Ltd.
20. Fusia Creative Ltd shall use commercially reasonable efforts to ensure that all Final Deliverables/Final Works shall be designed to comply with relevant rules and regulations known to Fusia Creative Ltd. However, the Client, upon acceptance of the Deliverables/Final Works, shall be solely responsible for conformance with all rules, regulations, and laws relating to Client’s use thereof, including without limitation.
21. Fusia Creative Ltd is not responsible for writing client copy or providing images not agreed upon in the final deliverables. Fusia Creative Ltd can source suitable images, but this will be at additional cost.
22. Upon completion, if the Client decides they no longer want the Designs, or wish to make changes, they are still obliged to pay for all work that has been done. i.e. if the final work has been completed, all monies are now due for payment with no exception.
23. Fusia Creative Ltd reserves the right to suspend/terminate any project if a Client:
(a) interferes with excessive micromanaging,
(b) demonstrates a continued lack of trust, behaves and/or communicates poorly i.e.: abusive, lack of communication, effects the workflow of a project,
(c) has an inability to move forward after showing more than a reasonable number of unique ideas/concepts,
(d) shows reluctance in paying the final payment, or fails to make payment.
(e) Designer has a policy that after 30 days of no communication from Client the project will be terminated and will be considered cancelled. However, we are human and we are always open to listening to and understanding your position and will do our best to help whenever we can. We just need to communicate.
In any of the events listed above, Fusia Creative Ltd reserves the right to retain the deposit as compensation for the time and resources spent on the project up to the point of termination, the Client will not be entitled to a refund of any manner and the Client is not permitted to use the designs for personal or business use. Furthermore, in this event, any individual, including the Client or another designer, is not permitted to recreate the ideas, concepts or designs that have been created by Fusia Creative Ltd. A fair notice of 14 days will be given with fair chance to remedy the situation without resorting to project suspension or termination.
24. Fusia Creative Ltd reserves the right to refuse to handle, in any way, material, for any reason, especially which may be deemed obscene, contains abusive or offensive language, anything that may be construed as threatening or defamatory or any material to which the Client has no rights.
25. Fusia Creative Ltd does not store files and/or deliverables. Designer urges Client to save them and create a back up to avoid loss of files. Fusia Creative Ltd can not be held responsible for loss of files after they’re sent to the Client.
26. By approving artwork, Final Works, design work of any kind, and/or deliverables via email, obtaining a signature or the act of paying an invoice, the Client confirms they have reviewed, approved and signed off all design elements, design content and ordering information of the artwork, Final Works, design work and/or deliverables. When the Client approves and/or signs off artwork, Final Works, design work and/or deliverables via email, obtaining a signature or the act of paying an invoice, the Client confirms the content is factually correct, the content is accurate, the content is legal, the content conforms to ethical standards of the Client’s industry, the content is not misleading, the content does not infringe the rights of any third party, the use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, the content does not breach GDPR of any kind, correct fonts are used, text is sized, spaced and aligned correctly, images are correct, colour is correct, all information needed is included and correct such as contact information, names, addresses, phone numbers, emails, web addresses, social media handles etc., all text is typed correctly with no spelling or grammar errors, dimensions are correct, materials are correct, any pages are in the correct order and layout. For artwork designed for print, the Client accepts full responsibility for the approval to then proceed with the print of the artwork. Client understands that any reprints due to error, revisions, error corrections, preference changes after approval will be deemed a separate work and will be invoiced additional fees.
27. Privacy Policy: We receive, collect and store any information you enter on our website or provide us in any other way including personal information. This information you give us, including but not limited to, your name, address, email address, signatures, phone number may be used for the following reasons; design consultations, design services, proposal forms, Statement of work and Agreement of design services forms, design service terms and conditions forms, emails, marketing, to provide and operate the Services, to provide ongoing customer assistance and technical support, processing invoices, for the use of Docusign (www.docusign.com/). If you would like to: access, correct, amend or delete any personal information we have about you, you are invited to contact jess@fusiacreative.co.uk. For further information on our Privacy Policy, please visit www.fusiacreative.co.uk/privacypolicy
Design Terms and Conditions updates:
We reserve the right to modify Design Terms and Conditions at any time, so please review it frequently. Changes and clarifications will take effect immediately upon their posting on the website. Continued use of our Service(s) following any modification constitutes your acceptance of these modified terms and conditions.
Last updated 14.05.2024