Terms and Conditions of business
- Generally, a fee will be agreed in advance of commencing the work based on our estimated time and expertise necessary to complete your project. It will include development and delivery of usually 3-4 Exploratory Design Concepts AND the first 3-5 rounds of client revisions to initial concepts, if required. We are not restricted to providing 3 concepts and will generally develop concepts until client is satisfied with a final one to go to final artwork stage, with additional client revision time added to the initial estimate, if applicable.
- Experimental work. Work produced, whether experimentally or otherwise, at customer’s request is billable. This means that we do not undertake to do design or other work speculatively, ( i.e. where the client pays for it only if he/she likes it). All development work has value. If a client commissions a job, Artefact will provide design concepts which incorporate design elements from the instructions in the given brief. The client (on commissioning Artefact to commence work) signifies their agreement to pay for all work and time, and will be invoiced accordingly. Jobs which go unfinished, due to client delays or for whatever reason,including discontinuation of project by client following it’s commencement, will be part-invoiced for all work and time to date on that project. It is our policy to issue interim invoices for each (Milestone)of completion of a project.
- Origination Files: Artefact Ltd retains the exclusive right of ownership of all origination artwork files created by it. It is to be clearly understood, that the client is NOT automatically entitled to the ownership of any Origination Files created by Artefact Ltd. It is our policy that master files are not included in the final price or estimate and are not considered part of the Final Deliverables. Client is entitled to a copy of the Final product only i.e. (the print-ready/publish-ready files) – unless agreed in writing and where an additional fee to release the origination files is agreed separately. Apart from this, to gather up all origination files, link files etc can take considerable time and all our time is billable. Releasing of the origination files can also signal that a competitor will be given the files by client to work with, therefore ending our income revenue. Also, fonts and stock photo images are purchased by Artefact Ltd and are licensed to Artefact Ltd only, at the time of purchase – often for just one specific rights managed usage. Therefore it would be unethical and illegal for Artefact Ltd to release those tools to client or third party as we are not the copyright holders. However, in certain cases we are happy to negotiate a price for the transfer of full copyright of origination files including layered files and are more than willing to help client secure the various image and font licenses to protect themselves from violating a third-party’s copyright.
- Out of Scope Work / Additional Services: It is to be understood that all estimates given are just that ‘estimates’. It may not be possible to give a fixed price because of the evolving nature of most creative projects. We understand that Client may want additional content added to a given project or may request additional change requests to a given project, that are outside the scope of the original brief and original estimate agreed. Changes in client input or direction or excessive change requests will be charged at a mimimum of 65 per hour plus VAT (or at a higher rate if applicable). Any work the Client wishes Artefact Ltd / or our strategic partners/third party suppliers to create, which is not specified in the original estimate/agreement will be considered an additional service / Out of Scope work. In most cases we will flag this with client, in advance and seek agreement on additional billing, before project proceeds further. Our disclaimer is that this further editing/content development or entry does not hold up the project process or our project milestones. Payment must not be withheld due to this additional content.
- Termination:In the event that a given project is postponed or terminated at the request of the Client, Artefact Ltd shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement/Terms Document. If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Artefact Ltd and Artefact Ltd shall own all rights to the project file and work done. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.The Client and Artefact Ltd are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Artefact Ltd has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.This Agreement shall be governed by and construed in accordance with the laws of The Republic Of Ireland applicable therein.
- Out of Pocket Expenses: In the course of a project, third party costs (such as the purchase of stock photograpy images, custom illustrations, couriers, Cromalin proofs, Travel & Fuel etc.) may arise and will be added to the invoice at base hourly rate of 65 Euro + VAT (or higher rate if applicable).VAT will be added to the total invoice at 23%.
- Proofing & Final Artwork: The Client is responsible for the accuracy, correctness and legal/regulatory compliance of all copy, whether supplied by the client or by Artefact Limited, and in particular is responsible for proof reading and signing off on final version before going to repro/print/publishing/online. Proofs of all work may be submitted for customer’s approval, and no responsibility will be accepted for any errors in proofs or final reproduction/publication, which may be passed by the customer. It is the customers responsibility to ensure to proof read and request final hard copy proofs from printer/publisher BEFORE any repro or printing or publishing takes place. Laser proofs or pdf documents are not accurate to the final printed job. We ask that customer request Cromalin or equivalent proofs from printers or publication for final proofing and signoff,or correction before authorising print run or publishing.
- Billing: We generally issue invoices in 3 stages – beginning, middle and end of project. Payment terms are strictly 30 days from the date of invoice, unless agreed otherwise in writing. (Artefact Limited reserves the right to charge interest on overdue invoices that have been held without due cause and explanation). First time/new clients of Artefact Limited may be requested to pay a deposit of between 25 – 50% of a project estimate in advance of commencement – particularly for new clients or smaller enterprises. A final payment may be requested prior to releasing final artwork files or uploading websites to live status etc.
- Marketing Rights: Artefact Limited reserves the right to retain samples of materials produced for it’s clients for use in our our portfolio (including online) or for use in marketing activities unless instructed otherwise by client in advance in writing and all royalty-free library images/stock shots and sound sequences may be used by Artefact Limited or by other suppliers for other projects and clients.
- Artefact Limited reserves copyright title to all goods and designs produced by it and intellectual rights to concepts and copy produced, until all relevant invoices have been paid. It is to be understood that the Client does not automatically own any development files or development designs, but only a set of the Finished Artwork file. We reserve the right to dispose of all development files after a period of 3 months.
- Client agrees that Artefact Limited will not be held liable for any consequential loss arising for any reason from any work or service produced by it or from its failure for any reason to produce any material by a specific date etc.
- Third Party Contractors: Client agrees that Artefact Ltd will not be held liable for the quality of service or product supplied/produced to Client by any Third Party contractor, including print companies, web developers or other any other consultants, whether recommended by Artefact Ltd or not on any given project. In such cases Artefact Ltd client (or client representative) agrees to seek compensation directly from the Third Party contractor and not from Artefact Ltd.It is to be understood, that Artefact Ltd cannot guarantee the quality of service or work produced by any third party – including Print companies, Designers, Marketeers or web developers / Hosting companies etc. etc.Third Party Web Developers: From time to time or for particular projects, Artefact Ltd will hire/commission/partner with select Third Party Web Developers. In this circumstance we may authorise the Third Party Web Developer to liaise directly with Artefact client on all technical/build aspects of the project. It is also the case that it will be the Third Party Web Developer that will ultimately bill/invoice the Artefact Ltd client directly for the complete project work or in part. It is to be understood that in these cases it is the Third Party Web Developer that is responsible for all technical/build aspects of the project and NOT Artefact Ltd. In these cases, the contract for the build aspect of the project is between the Artefact Client and the Third Party Web Developer. A separate copy of the Third Party Web Developer contract may apply and may be sent to Client for signed approval in advance of commencing the project. The Third Party Web Developer may bill separately for their portion of the work on completion of the initial build as agreed in the scope of the brief.
- Back up Files Disclaimer: It is the Client’s responsibility to ensure that they create regular backups of all project documents including website hosting files from the hosting company who hosts their website, and to back up any relevant development files. Artefact Ltd accepts no liability other than to refund amounts that we charge for the (creative) services that we provide. Having your important files in two places increases the likelihood that your files will be recoverable in at least one of them. However, there is still a possibility that the files can be lost or destroyed at both places at the same time. The risk of that happening is entirely on the Client. Client or their representative is responsible for purchasing any insurance coverage to protect their business or personal information against such loss. It is not included in our prices.Client should have more than one source of backup for their most important files. At least one on premise and one off premise. For example, if you only use a third party website hosting company for website backup, you accept the risk that the backup files can be lost or destroyed, and that there will be no financial compensation for such loss or destruction from Artefact Ltd – as we do not guarantee to hold a copy. You use such backup facilities entirely at your own risk.
Artefact Ltd do not host websites or digital files in-house.
Important: it is our policy to delete all development files from our back up systems once that project is completed, for any type of project, after a period of 30 days. The recreation of said files or artworks, should they be required after that period, may incure additional costs to remake.
- Confidentiality: Artefact Ltd, their Third Party Consultants and Clients may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
1. is already known to the party to which it is disclosed;
2. is or becomes part of the public domain without breach of this Agreement;
3. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
It will be understood by Artefact Ltd, that if a client proceeds to commission Artefact Ltd (including any Artefact Third Party Consultants) on a given project, that the client has agreed, understood and is bound by Artefact Ltd�s Terms and Conditions. In accordance with client needs, certain of these terms may be subject to amendment or exclusion by agreement. Such amendment or exclusion must be agreed in writing in advance of the commencement of a project. Artefact Ltd reserves the right to update these terms and conditions at any time and without prior notice.
Sky Business Centre,
57 Clontarf Road
Tel.: (01) 853 7308/833 0081
Fax: (01) 833 0722
Registered in Ireland, No. 319097
Registered office: 91 Sutton Park, Dublin 13
Directors: W. Lyons, S. Manning