The following Terms and Conditions of Service apply to all artwork, graphic design, print, code and digital creative services (“Work”) provided by ORCKID Design & Marketing Limited (“ORCKID”).
All Work is carried out by ORCKID is on the understanding that the client has agreed to abide by ORCKID’s terms and conditions.
Copyright of all Work is retained by ORCKID including copy, concepts, ideas, proofs, and illustrations until after all invoices have been settled in full.
At the time of proposal, ORCKID will provide the client with a written estimate or quotation by email.
The client may send a Purchase Order or written approval to proceed in reply to the estimate or quotation which binds the client to accept ORCKID’s terms and conditions. No work on a project will commence until written approval has been received by ORCKID.
Quotations are issued where a fixed price can be estimated by ORCKID based on discussions held with the client. Therefore, when a quotation has been issued, ORCKID will invoice at the quoted price plus VAT and other chargeable taxes / fees.
The contracted price shall include all licences and costs as charged to, or estimated by, ORCKID. The quote is valid for 30 days from date of issue.
Any quoted price of the whole or any part of the Work is given in good faith and shall be treated as an estimate only and all errors and omissions shall be excepted.
Acceptance of Quotation and Terms and Conditions
The placement of an order for Work offered by ORCKID and validated by the client’s signature on the estimate or quotation, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and ORCKID.
The client is free to stop the Work at any time, at which point they will be liable to a cancellation fee which will be the sum total of hours worked, plus any additional external fees that have been committed to. Copyright of the Work will only pass to the client on payment of the invoice for all work completed.
In instances where it necessary for the staff of ORCKID to visit locations at the clients’ request then we will recharge the client for any expenses incurred by ORCKID. These may include, but not be limited to, petrol mileage (charged at 40/mile), public transport costs, taxi fares (if no public transport is available) accommodation and subsistence. These costs will be agreed with the client prior to the Work starting and will be recharged at the earliest opportunity.
All corrections requested by the client after the initial brief has been agreed will be treated as change requests. All change requests will be quoted to the client, formally or informally, and will not be added to the scope of Work without client approval.
Appropriate supplementary quotations will be presented if requested. If a project runs over budget, due to changes made by the client outside the agreed brief, ORCKID will notify the client of any additional costs prior to invoicing.
Use of Photographic, Image and Sound Libraries
Where we use photographs, images or sound sourced from commercial libraries we will recharge these usage costs to the client. These costs will be included in the original quote, or will be added as a change request if requested after the Work has started.
We may purchase specific rights to images that we use in providing Work to a client. Such images may be subject to a licence agreement between us and a third party that may restrict your use of those images. Please ask us if you would like to be given a copy of the terms of any such licence. Unless otherwise agreed in writing, we may at our discretion use images that have been used in providing the services to you, with other clients or on other works. If you require specific images, you may be required to pay additional fee(s) for that use. Even if we agree to provide an image to you exclusively, we cannot guarantee that the image will not be used by other third parties who may have obtained these images from another party.
Use of Video, Voice and Music
Where we have recorded video, voice or music specifically for use in the Work these costs will be included in the original quote, or will be added as a change request if requested after the Work has started.
We will purchase the usage rights necessary to use the recorded materials in the delivered Work. Such rights may be subject to a licence agreement between us and a third party that may restrict your use of those materials outside of the Work. Please ask us if you would like to be given a copy of the terms of any such licence. If you require additional usage requirements of the recorded materials, you may be required to pay additional fee(s) for that use.
Client’s Products or Materials
Whilst every care is taken with any clients’ property made available to the agency, ORCKID will not be liable for any loss or damage to that property. Any products or material of a highly technical or delicate nature should be under the supervision of a qualified operator or a representative of the client.
Charges for Other Services
Charges for any additional services over and above the estimated Work, will be made known to the client. They will become fully payable at the time of project acceptance.
Courier charges will be recharged to clients. Wherever possible we will seek to use the cheapest supplier available.
Invoices will be issued during the Work, and on final completion of the Work, for payment within 30 days. Our credit terms are strictly 30 days.
Where the value of the Work is less than £1,000 + VAT, the client agrees to pay 100% of the total, prior to any Work commencing.
Where the value of the Work is between £1,001 and £5,000 + VAT, the client agrees to pay 50% of the total, prior to any Work commencing.
Where the value of Work is more than £5,001 + VAT, and the project is divided into stages or phases, each stage shall be an individual contract and as such payments shall be made by stage. ORCKID shall be entitled to invoice between thirty and fifty percent of the estimated contract price at the start of the project and a negotiated percentage for each further stage shall be a separate cost commitment.
Where a project involves printing, all design stages must be paid in full prior the commencement of printing. This may constitute payment before our credit terms of 30 days.
Payments may be made by BACS or electronic funds transfer. Our bank account details are printed on our invoices.
VAT and Fees
Quoted prices do not include Value Added Tax or any other additional taxes or fees designated by our government.
ORCKID reserves the right to charge interest on accounts exceeding the agreed credit terms. This will be charged at 2.5% per month (accrued).
Copyrights and Trademarks
Any Work supplied by or designed by ORCKID on behalf of the client, will remain the property of ORCKID until such time as the agency has been paid in full. At that time the full copyright will be passed to the client.
By supplying images, text, or any other data to ORCKID the client grants ORCKID permission to use this material freely in the pursuit of the Work and to utilise the designs in ORCKID’s portfolio unless agreed otherwise.
Should the client supply to ORCKID an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow ORCKID to remove and/or replacing the file.
The client agrees to fully indemnify and hold ORCKID free from harm in any and all claims resulting from the client not having obtained all the required copyright, and/or any other necessary permissions.
Any design, copywriting, drawing, idea or code created for the client by ORCKID or any of it’s contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of ORCKID and any of its relevant sub-contractors.
Where existing IP has been used to deliver the Work, ORCKID hereby grants a free perpetual licence to the client for use of that IP in the Work only.
The client agrees to use ORCKID’s definition of what is deemed an acceptable means of supplying data to the company.
Text is to be supplied to ORCKID in an agreed electronic file format by data transfer, USB data stick, or via e-mail.
Images which are supplied in an electronic format, are to be provided in a format as prescribed by ORCKID via electronic data format. Images must be of a quality suitable for use without any subsequent image processing, and ORCKID will not be held responsible for any image quality which the client later deems to be unacceptable. ORCKID cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services. These will be recharged to the client.
Charges for design work do not cover the release of copyright design files including indd, psd, png or any other source files; if the Client requires these files, they will be subject to a separate quotation or ‘buy-out’ charge.
Any indication given by ORCKID as to a design project’s duration is to be considered by the client to be an estimation. ORCKID cannot be held responsible for any project over-runs, whatever the cause.
ORCKID considers a design project complete upon receipt of the Client’s sign off. All user acceptance testing will be completed by the Client. Payment of all invoices for the Work will also be treated as acceptance of all Work delivered.
Revisions and Changes
Once a phase or stage of the Work has been completed, ORCKID will provide the client with the opportunity to review the resulting Work. ORCKID will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to ORCKID by email.
ORCKID will consider that the client has accepted the original draft, if no notification of changes is received in writing from the Client, within 14 days of the start of the review period.
Rights of Access for Work Delivery
The client agrees to allow ORCKID all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The client also agrees to allow ORCKID access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions. The client agrees to supply ORCKID with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner
ORCKID offers a limited hosting service through an out-sourced provider. ORCKID does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. ORCKID may request that clients change the type of hosting account used if that account is deemed by ORCKID to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website.
Fees for ORCKID’s hosting service are due at the commencement of any period of service and are non-refundable. Fees due to third party hosting organisations are the responsibility of the Client and ORCKID is not liable for their payment, nor for the renewal of domain names or security certificates, which are the sole responsibility of the Client / domain owner.
Duration and Renewal of Hosting Services
Unless otherwise specified, Services are provided for a minimum contract term of 12 months and unless cancelled in writing will automatically be renewed for the billing period chosen on sign up. Clients are entitled to cancel the Services by contacting ORCKID no less than 3 months prior to the renewal date for your Services. Please note that we do not send our reminders and it therefore the responsibility of the client to monitor these dates.
ORCKID cannot guarantee the availability of any domain name. Where ORCKID is to register a domain name on behalf of a Client it will endeavour to do so but the client should not assume a successful registration.
Search Engine Submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, ORCKID cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. ORCKID recommends that clients use a professional SEO company and ORCKID are happy to provide details of such companies, but accept no responsibility for their services.
ORCKID takes all reasonable precautions and uses systems that greatly reduce the threat of data compromise. Where there are particular concerns over the integrity of data then an agreed secure third-party data storage system will be implemented.
The client agrees to allow ORCKID to place a small credit on printed material, exhibition displays, advertisements and/or a link to ORCKID’s own website on the client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The client also agrees to allow ORCKID to place all designs on ORCKID’s own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed otherwise.
Rights of Refusal
ORCKID will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. ORCKID also reserves the right to refuse to include any submitted material without giving a reason.
For any images and/or data that ORCKID does include in good faith, and then finds out that it contravenes these Terms and Conditions, then the client is obliged to allow ORCKID to remove the contravention without hindrance, or penalty. ORCKID is to be held in no way responsible for any such data being included.
Where additional printing or distribution costs are required in order to deliver the revised material, ORCKID will not be liable for any of those costs.
Cancellation of orders may be made initially by telephone contact, or email. The client will then be invoiced for all work completed up until that point in the project. Please note any cancellation which is not formally confirmed in writing and received by ORCKID within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
ORCKID has taken all necessary steps to ensure that we are compliant with our legal obligations under the Data Protection Act 2018 (the ‘2018 Act’) and the EU General Data Protection Regulation(‘GDPR’) in respect of data privacy and security. We therefore keep all data confidential and secure and protect it in accordance with the law. We will only process your data for the lawful purpose for which it has been shared and in accordance with your instructions.
ORCKID makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. ORCKID will not be held responsible for any and all damages resulting from products and/or services it supplies. ORCKID is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause.
While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The client agrees not to hold ORCKID responsible for any such loss or damage. Any claim against ORCKID shall be limited to the relevant fee(s) paid by the client.
ORCKID reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. ORCKID will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. ORCKID reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
This version updated October 2020