GENERAL WORKING AGREEMENT

This document defines the terms and conditions of our working relationship. All projects or services that SCC may be contracted to produce or provide for CLIENT will be subject to the following:

WORKING/BILLING PHASES: Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.

Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits SCC or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by SCC. For each project, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemised costs for anticipated out-of-pocket expenses.

We will begin work upon CLIENT’S approval of the written estimate. Your approval (written or oral) will constitute an agreement between us and if the fee exceeds £499, we require a 40% deposit before starting a project. For project fees exceeding £999, we require 35% deposit, 35% midway through the project and 30% on completion.

Our normal studio hours are Monday to Friday 9am – 5pm GMT.

PAYMENT/ESTIMATES: The CLIENT agrees to pay SCC in accordance with the terms specified in each proposal/estimate. Once estimate/proposal is approved work can begin. Unless otherwise specified, all subsequent balances due are payable upon art approval. Interest on past due balances is 18% per annum or 1.5% per month. We reserve the right to refuse completion or delivery of work until past due balances are paid.

Estimate: Billing will reflect the actual costs incurred and quotations are valid for only 30 days from date on estimate. Client requested changes will be billed additionally at the hourly rate of £35.00. The client will be notified of any price changes.

Invoice: SCC’s invoices are to be settled 7 days on ROI. If invoices are not settled within 7 days ROI, an additional 1.5% PCM is added to the overall amount (18% PA Maximum).

Deposits: SCC carry-out projects below £500 without a deposit – however, any project that is likely to be over £499 will require The Client to pay;

40% deposit paid via BACS/Bank Transfer before SCC undertake any work.
The remainder (60%) is payable 7 days ROI after the projects completion.

£1K+ and Long term work: Projects over £1000 and/or are likely to be worked on over a period of 3+ months have a 3 way payment as shown:

35% deposit** >> 35% midway >> 30% on completion

**We require the deposit be paid via BACS/Bank Transfer before SCC undertake any work.

OUT-OF-POCKET EXPENSES: Fees for professional services do 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.

PROJECTS PUT ON-HOLD BY THE CLIENT: Any project work that is put on hold by a client can only be ‘on-hold’ for a period of 8 weeks. If the project is on hold for any period of time longer than 8 (eight) weeks, SCC have the right to invoice at any time after the ‘on-hold’ period for the amount of work carried out to the point the project was put on hold at the standard hourly rate of £35.00. Please note: if the project holds an agreed ‘fixed-fee amount’, the invoiced hourly-rate amount may be more than the original fixed fee. If this is the case, SCC would invoice for the full ‘agreed fixed-fee’ amount that must be settled 14 days ROI. This also applies to ‘non-communication’ from the CLIENT for a period of 8 weeks.

UNLIMITED REVISIONS AND ALTERATIONS: New work requested by the CLIENT and performed by SCC after a proposal/estimate 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 estimate, we will submit a proposal revision memo to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates with a minimum charge of one hour. SCC’s ‘Unlimited Revisions’ are given as a privilege at the beginning of a new project. ‘Unlimited Revisions’ carry a fair-use policy and can be withdrawn at any-time if SCC think the ’system’ is being abused or exploited. The CLIENT will be notified of unfair-use prior to the ‘privilege’ being withdrawn. Any revisions thereafter will be charged at our hourly rate of £35.00 with a minimum charge of one hour (£35.00).

‘MATTER OF URGENCY’ PROJECTS: Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “ Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. If we have to work weekends or the project requires staff at SCC to stay late (post 7pm), the hourly rate goes raises to plus 50% of the normal hourly rate. This also applies to projects that do not have a realistic deadline timeframe. Our normal studio hours are Monday to Friday 9am – 5pm GMT.

NATURE OF COPY / IMAGERY: The CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.

ERRORS AND OMISSIONS: It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. SCC is not liable for errors or omissions. Your signature or that of your authorised representative is required on all mechanicals or artwork prior to release for printing or other implementation.

PLACEMENT OF ADVERTISING: At your request, we will purchase media space on your behalf through our media division. Space will be billed to you at current rates plus the standard agency commission (15%).

INSPECTION OF BOOKS: Upon reasonable notice, any and all invoices from our vendors, time sheets and other documentation relating to your account will be available to you.

PROPERTY AND SUPPLIER’S PERFORMANCE: SCC will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorised use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. 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, SCC is not responsible for failure on their part. 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 anyway be held responsible for quality, price, performance or delivery.

LIEN: All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.

RIGHTS OF OWNERSHIP: Once a project has been delivered by us and is fully paid for by CLIENT, SCC will assign the reproduction rights of the design for the use(s) described in the proposal.

According to the Copy right 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 SCC, or purchased from a stock agency on your behalf, remain with the individual SCC, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with SCC and/or his/her 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 a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.

We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm news letter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. There upon, we reserve the right to discard them.

TERM AND TERMINATION: The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” (see above for our T&C’s for on-hold projects) any previously authorised purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result.

Upon termination of this agreement, SCC will transfer to CLIENT all your property and materials in our control and for which you have paid. CLIENT will indemnify and hold SCC harmless for any loss or expense (including attorney ’s fees), and agree to defend SCC in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.

PRODUCTION SCHEDULES: Production schedules will be established and adhered to by both CLIENT and the SCC, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the Client or the SCC. Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.