TERMS AND CONDITIONS
(Version 1.3, August 2019)
We recommend that you print and keep this Policy.
1. DEFINITION OF TERMS
During the following document when we refer to:
- a) ‘we’, ‘us’, ‘our’ or ‘Robot Mascot’, we mean Robot Mascot Ltd;
- b) ‘you’, ‘your’ or ‘client’ we mean you, our customer who is party to the agreement;
- c) ‘agreement’, we mean your agreement with us for the supply of Robot Mascot services.
- d) ‘policy’, we mean this set of terms and conditions
2. TERM OF AGREEMENT
By accepting a quote provided by Robot Mascot you agree the terms set out below. This agreement will commence on the date you accept the quote for the length of the project (the “Initial Period”). After this period this agreement will continue in full force and effect unless and until terminated by either party giving one (1) months notice in writing to the other party. Notice to terminate cannot expire until the Initial Period has elapsed.
3. GENERAL WORKING AGREEMENT
This document defines the terms and conditions of our working relationship. All projects or services that Robot Mascot may be contracted to produce or provide for you will be subject to the following:
4. AUTHORISED PERSON(S)
The client is to make clear those directors or employees authorised to give sign-off/approval to Robot Mascot. For the purposes of this agreement these are known as “Authorised Persons”. Robot Mascot recommends only one authorised person in order to avoid confusion, keep the project on schedule and mitigate internal conflict.
5.1 The price quoted includes labour and overheads of Robot Mascot. Any further costs such as images and fonts will be itemised unless otherwise stated. If any such items are required and not included in the quote you will be consulted before they are purchased.
5.2 After the agreement of an image/font purchase you are contracted to pay for that image/font, if you later decide you want the image/font changed you will still be charged. Any unforeseen expenses that may occur during the project can be charged to you, no unreasonable charges will be made, and you have the right to question such charges.
5.3 For each project, you will receive a quote outlining the project deliverables and our proposed scope of services. Quotes may contain services provided, in part, by a third party (such as printing, hosting or media space). These prices are set by a third party and subject to change, Robot Mascot does not take responsibility for any increase in cost, and is not liable to any such increase.
5.4 Quotes are valid for 30 days from the date sent and you agree to pay Robot Mascot in accordance with this agreement, unless otherwise specified, upon accepting.
5.5 We will commence work upon the acceptance of the quote. Robot Mascot accept two methods of acceptance, either online (via the online quote) or in writing via email from an Authorised Person.
5.6 Concept revisions, extensive alterations, or a switch in marketing objectives sometimes make it impossible to accurately quote in advance the total cost of a project. The fee can be renegotiated at any time during the project for work of a greater scope, should the requirement change mid-project.
5.7 Quotes are calculated using the chargeable hourly rate of the staff member(s) working on your project – for example a Junior Designer, Senior Creative or Marketing Manager. Each role has a different value associated with it. The minimum charge for any project is 1 hour of any given staff member’s time.
6. BILLING & PAYMENT
6.1 A 50% upfront deposit of the agreed price is due prior to commencement of work. The remaining 50% becomes due at completion of the work prior to release of materials or upload to the server.
6.2 Some Robot Mascot services are subject to monthly payments – such as SEO and blog writing and our Website Support Package. Payment for these services is required in advance of the month in which the service is being provided and will be invoiced at the end of the previous month for payment on 1st of the month.
6.3 Occasionally Robot Mascot may agree to the provision of services on a different arrangement than identified in 6.1 and 6.2. This will be a bespoke agreement as agreed to by Robot Mascot and the client. This arrangement terminates clause 6.1 and 6.2 of this agreement.
6.4 Robot Mascot offer print buying services on behalf of our clients (see cause 16). Print buying is not subject to the clause 6.1 – 6.4. Robot Mascot will invoice upon agreement of the quotation provided. Full payment is required before Robot Mascot can proceed.
6.5 You have 14 days to settle outstanding accounts before an interest on due balances is incurred. Interest is charged at 18% per annum or 1.5% per month. We reserve the right to refuse delivery of work until due balances are paid.
6.6 A Direct Debit agreement may be set-up between Robot Mascot and the client via GoCardless. GoCardless is authorised by the Financial Conduct Authority under the Payment Services Regulations 2009 for the provision of payment services.
6.7 Robot Mascot reserves the right to withdraw and/or withhold the services provided on the failure to repay your dept.
6.8 Billing will reflect the actual costs incurred. Client requested changes made after project sign-off/approval will be billed additionally. The client will be notified of any price changes. See clause 12 for terms relating to sign-off/approval.
6.9 Any project cancelled after the quote has been accepted (see clause 5.5) will incur a cancellation fee of 50% of the quoted price, or will be billed for the time, labour and expenses incurred up to the point of cancellation, which ever is greater.
7. OUT-OF-POCKET EXPENSES
Fees for professional services may not include outside purchases such as, but not limited to, printing, photography, colour printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemised on each invoice. If services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
8. REVISIONS AND ALTERATIONS
8.1 New work requested by you and agreed to by Robot Mascot after a quote has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original quote, we will submit a revised quote to you, the revised fee must be agreed by both parties before further work proceeds.
8.2 Client alterations such as, but not limited to, design and copy changes that are requested after the designs are completed are billed at standard hourly rates.
9.1 Quotes are based on a reasonable time schedule, and may be revised to take into consideration your “Priority Scheduling” requests that may require working overtime and weekends. Knowledge of your deadlines is essential to provide an accurate quote.
9.2 Outside suppliers such as service bureaus can charge a 100% to 200% mark-up on overtime after 5:30pm and weekends. Any such additional cost incurred by Robot Mascot, due to client delays or Priority Scheduling requests, will be passed onto the client.
10. NATURE OF COPY
10.1 You agree to exercise due diligence in your direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, servicemark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
10.2 While Robot Mascot provides proof reading services it is the clients responsibility to ensure all copy within the final design (whether it is written/edited by Robot Mascot or supplied by you) is correct and accurate at the time of sign-off.
11. ERRORS AND OMISSIONS
It is your responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Robot Mascot are not liable for errors or omissions. Your approval of proof is required on all designs or artwork prior to release for printing or other implementation.
12.1 Sign-off/approval of final proofs is required before Robot Mascot can hand-over print-ready files or proceed to print/publication. Upon sign-off/approval Robot Mascot will finalise the design files, any changes requested after final sign-off/approval is given by the client will be subject to additional charges as per item 8.2.
12.2 Written sign-off/approval shall mean:
- a) approval signified by any letter or note bearing the signature of an authorised person.
- b) email emanating from the email address of an authorised person
- c) oral approval given by an authorised person provided this is in circumstances where time does not permit written approval and where said oral approval is confirmed within one (1) working day via methods a or b.
13.1 You shall pay for all additional transmission charges incurred by Robot Mascot as a result of working with you.
13.2 Robot Mascot are not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable or internet services, or from incompatibility between the sending and receiving equipment.
14. OVER RUNS AND UNDER RUNS
Robot Mascot works alongside trusted vendors for the delivery of printed items. Every endeavour will be made to deliver the correct quantity ordered. Quotes are conditional upon margins of 10% being allowed for overs or shortage the same to be charged or deducted. If you require a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
15. PLACEMENT OF ADVERTISING
As part of advertising and marketing projects, or at your request, we may purchase media space on your behalf. Media space will be billed to you at current rates plus the standard agency commission of 35%.
16. PRINT BUYING
16.1 At your request, we will purchase print on your behalf. Print will be billed to you at the printer’s rates plus the standard agency commission of 35%.
16.2 If printing or other implementation is done through your vendors, you agree to provide us with printed samples of each project upon our request.
17. WEB HOSTING
17.1 Robot Mascot offers hosting services through a trusted vendor. At your request, we will purchase and manage hosting on your behalf. While our vendor aims for 100% server reliability, Robot Mascot does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
17.2 Hosting renewals are automatically billed upfront for the year ahead. Payment must be received before the due date stated on the invoice. Failure to pay will result in the termination of your hosting account – this will result in your website being removed for the internet. The website can be re-instated upon the re-purchase of hosting, however Robot Mascot cannot guarantee, and does not accept liability for, loss or damage as a result of this action.
17.3 At your request, we will purchase domain names on your behalf. Our anual fee will include all set up and management over the term of the contract.
17.4 Robot Mascot cannot guarantee the availability of any domain name, but if we have registered domains on your behalf we will inform you of when the renewal will be due. Payment for renewal must be received before the renewal date. Failure of payment will result in the domain name expiring. If we have not registered your domain, renewal is your responsibility and we accept no responsibility for lapsed domains.
17.5 If you require a transfer of your domain name registered by Robot Mascot you must contact us to arrange the transfer and pay an administration charge of £90. Upon receiving the payment Robot Mascot will transfer the domain to the requested registrar account.
17.6 Robot Mascot aim to respond to any hosting or domain related support within one (1) working day. Actual diagnosis and remedy of any issues may take longer.
17.8 In order to minimise disruption to our clients service, Robot Mascot will evener to remedy any problem or issue, or manage any transfer or set up request, in the quickest time frame possible. However there are many factors that are outside Robot Mascots control, of which we cannot be held liable. For example, a change to DNS records can take up to 48 hours to propagate once the process has been initiated by Robot Mascot.
18. WEB SECURITY
18.1 It is our clients responsibility to keep their website safe and secure. Failure to appropriately put in place adequate security may result in loss of service in the event of a security breach.
18.2 Robot Mascot are not responsible for any loss of income as a result of a security breach.
18.3 In the event of a severe security breach other websites hosted on the same server may be affected. In such an event, it will be the clients responsibility to cover all costs involved in fixing and securing all effected websites.
19. WEBSITE MAINTENANCE, SECURITY AND SUPPORT
19.1 Robot Mascot offers technical website maintenance and security through a trusted vendor. At your request, we will purchase and manage a security and technical maintenance package on your behalf. While our vendor aims for continued secuirty of your website, Robot Mascot does not guarantee and will accept no liability for a security breach, nor the results of such a breach, whatever the cause.
19.2 Where Robot Mascot is contracted to provide content updates to a website – usually via a monthly retainer – we will endeavour to complete the updates within a two week timeframe, subject to staff availability. Timescales may vary based on the number and amount to changes.
19.3 Where Robot Mascot provides a service as described in 24.2, additional fee’s may be incurred where full content is not provided. Fee’s incurred may include, but are not limited to, additional copywriting and image licensing services. Any additional fee’s will be negatyonated with he client before work proceeds.
20. INSPECTION OF BOOKS
Upon reasonable notice, any and all invoices from our vendors and other documentation relating to your account will be available to you.
21. PROPERTY AND SUPPLIER’S PERFORMANCE
21.1 Robot Mascot will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, we are not responsible for loss, destruction, damage or unauthorised use by others of such property.
21.2 During the term of this agreement and for three years thereafter, Robot Mascot will preserve as confidential all documentation and information received or otherwise in its possession relating to the business of the client and its affiliate companies obtained as a result of this Agreement. Robot Mascot agrees not to disclose such information at any time to any third Party without the clients prior written consent.
21.3 We will use our best efforts to ensure quality and timely delivery of all printed marterial. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, we are not responsible for failure on their part.
21.4 If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in any way be held responsible for quality, price, performance or delivery.
21.5 By accepting this agreement both Robot Mascot and the client agree to adhere to current data protenction regulation.
All materials or property belonging to you, as well as work produced by us, may be retained as security until all just claims against you are satisfied.
23. RIGHTS OF OWNERSHIP/COPYRIGHT
23.1 Once a project has been delivered by us and is fully paid for by you, Robot Mascot will assign the reproduction rights of the design for the use(s) described in the proposal.
23.2 According to the Copyright Law of 1976, the rights to all design and art-work, including but not limited to photography and/or illustration created by independent photographers or illustrators retained by Robot Mascot, or purchased from a stock agency on your behalf, remain with the individual designer, artist, photographer or illustrator.
23.3 Robot Mascot is not permitted, by the agreement entered into with stock libraries upon purchase, to pass any imagery or illustrations onto third parties, which includes the client.
23.4 Unless a purchase of “All Rights” (a buyout) is negotiated with Robot Mascot and/or their authorised representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including an edit of the original design, you must contact us to arrange the transfer of rights and pay in full any additional fees negotiated before proceeding. Robot Mascot reserves the right to refuse a transfer of rights. Permission will not be unreasonably withheld.
23.5 Upon delivery of the project Robot Mascot will supply print-ready PDF files and at the request of the client will release of source design files including Adobe InDesign, Photoshop, Illustrator or any other source files.
23.6 Upon completion and payment of logo designs Robot Mascot will provide vector source files as well as print and screen ready raster graphics (images). Logo designs are exempt from the terms stated in 23.5.
23.7 We reserve the right to photograph and/or distribute or publish for Robot Mascot’ promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, social media, newsletter, brochures, presentations and similar media. We agree to store files (digital and/or physical) for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them.
23.8 By supplying text, images and other data to Robot Mascot for inclusion in your design, website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner. By supplying images, text, or any other data to Robot Mascot the customer grants Robot Mascot permission to use this material freely in the pursuit of the design.
23.9 Should Robot Mascot, or the customer supply an image, text, audio clip or any other file for use in a design, website 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 Robot Mascot to remove and/or replace the file within the design, website or other medium.
23.10 The customer agrees to fully indemnify and hold Robot Mascot free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
24. TERM AND TERMINATION
The term of this agreement will continue for work in progress until terminated by either party upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorised purchase, we will promptly do so, provided you indemnify us for any cost incurred as a result.
Upon termination of this agreement, Robot Mascot will transfer to you all your property and materials in our control and for which you have paid. You will indemnify Robot Mascot for any loss or expense (including legal fees), and agree to defend Robot Mascot in any actual claim or action arising in any way from our working relationship. This includes, but is not limited to, assertions made against you and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
25. RIGHTS OF REFUSAL
Robot Mascot reserves the right to not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All promotional material must conform to prevailing standards laid down by relevant advertising standards authorities.
26. PRODUCTION SCHEDULES
Production schedules will be established and adhered to by both you and Robot Mascot, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, act of terror, fire, labour trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority or other causes beyond the control of you or Robot Mascot. Where production schedules are not adhered to by the client the final delivery date or dates will be adjusted accordingly.
27. ADDITIONAL PROVISIONS
The validity and enforceability of this agreement will be interpreted in accordance with the laws of the UK applicable to agreements entered into and performed in the UK. This agreement is our entire understanding and may not be modified in any respect, except in an executed agreement. If we must retain solicitors to collect our invoices, we will be entitled to reasonable solicitor’s fees, court costs, and interest at the maximum rate permitted by law.
28 CHANGES TO THE POLICY
We may change this policy at any time. The date shown at the start of this policy indicates when it was last revised. Any changes will become effective when we post the revised policy on the Website. You agree that your continued use of Robot Mascot services after any posted modifications constitutes your acceptance of the new version of the policy.