In these terms and conditions “the Company” shall mean Team Underscore Ltd and the Customer shall mean the Party with whom the Company enters into a Contract, even if fees are agreed to be invoiced to a nominated third party.
2. Contract Terms
These Conditions shall apply to all goods and services supplied by the Company. Any provision, stipulation or condition in the conditions of order of the person, firm or company whom such goods and services are supplied – the Customer – or otherwise which conflicts with or in any way qualifies or negates any of these Conditions shall have no effect and these Conditions shall prevail. These Conditions are to complement any Project Proposal drawn up for the person, firm or company to whom such goods and services are supplied.
These Conditions are to complement any Project Proposal drawn up for the person, firm or company to whom such goods and services are supplied.
3. General Assumptions
a) Underscore timelines and costs are based on the availability of client meeting participation and approval. Delay in participation may result in the delay of the whole project, and Underscore will not bear accountability for any delays in the project as a result of client failure to meet approval, content supply or meeting deadlines.
b) If the delivery of any deliverables is delayed as a result of the client, Team Underscore LTD reserves the right to invoice in part or in full for any works already completed but contingent on the delivery of the delayed deliverables. The issuing of these interim invoices may occur outside of the agreed payment schedule.
c) The Client will provide 1 client project lead per phase and will ensure streamlined process and consolidated feedback. This feedback must be in written form.
d) Where necessary, Team Underscore LTD may engage specialist 3rd party vendors to ensure the timely and quality delivery of any works commissioned.
e) Should further deliverables or services be required, a change order will be issued to cover additional costs, as per the change of scope procedure outlined in the proposal submitted to the Client by Team Underscore LTD.
f) ‘Project management’ covers management of design and development and management (not creation) of content.
4. Charges, Estimates and VAT
a) The Company shall charge costs, charges and expenses as agreed in writing with the Customer for the supply of any goods and services.
b) Estimates/quotes are valid for 14 days from the date of which the estimate/quote was supplied to the Customer, within which time Underscore will require written approval to proceed and/or a Purchase Order number from the party responsible for paying our invoices.
c) Estimates are based on the Company’s current costs of production and, unless expressly otherwise agreed in writing, are subject to amendment on or at any time after acceptance by the Customer to cover any rise or fall in such costs.
d) All amounts stated in this agreement are expressed to be without Value Added Tax and the Customer hereby agrees to pay in addition to the amounts stated therein all and any Value Added Tax which is or may become payable thereon.
e) In addition to the charges, the Company may incur additional costs (to include but not to be expressly limited to artwork, photography, printing, advertising, research studies, and exhibition materials) on behalf of the Customer in the proper performance of its services within the Contract. Such costs are to be charged to the customer monthly in arrears, if applicable, or included within the written quotation of each project.
f) The Company will not be required to make substantial advance payments or enter substantial financial commitments on behalf of the Customer and, if so, requested the Customer will, upon request, pay the amount of such commitments immediately to the Company.
g) Pass through costs are separate to estimates and will be invoiced separately. These include out-of-pocket and third-party expenses that are incurred as part of the project, such as travel and accommodation expenses, courier costs, image usage rights, or requested legal advice.
h) All costs stated on estimates are based on information given at the time of this estimate being issued. Any additional information supplied may result in additional costs.
i) Estimates do not include any costs associated with the translation or internationalisation, nor any activities, deliverables or services related to ensuring the final output from this project is fit for use on any other platform.
j) The costs stated are in British Pounds Sterling (£), and all invoices must be paid in this currency unless explicitly agreed to before the invoice(s) in question is/are due.
k) Pricing is an estimate based on the ‘potential scope’ and may need to be re-confirmed once all tasks have been clearly scoped out.
l) Payment will be required at four key dates within project durations ahead of new phases of work being undertaken unless otherwise agreed in writing.
m) In the event of high inflation the company reserves the right to review and resubmit contracts and agreements for terms that extend beyond an agreed term of six months duration.
5. Preliminary work
All experimental work shall, unless agreed expressly otherwise, be charged to the Customer, if used in a commercial context.
6. Terms of Payment
The company reserves the right:
a) To invoice the Customer for disbursements incurred by the Company and any such invoice shall be due and payable immediately;
b) To require the Customer to provide payments on account for specific works done or to be done and expenses incurred or likely to be incurred on the Customer’s behalf;
c) To invoice the Customer for part costs to be incurred once initial approval to proceed is received from the Customer;
d) To suspend work until such payments are made.
e) All invoices will be supplied direct by Underscore unless an agreed supplier or media partner is introduced beforehand to invoice directly.
f) All other invoices shall be paid in full within 28 days of the date of invoice unless otherwise agreed in writing.
g) Any late payments will incur a cost of 5% per month above the Bank of England base rate. In the event of late payments or missed payments, the Company reserves the right to cease all creative or strategic work and take down any website with 48 hours’ notice.
h) Goods or services supplied to or commenced at the request of an agent for the Customer shall be chargeable to that agent as well as to their principal.
i) In the event of late payment or non-payment of debts by a third party introduced by a contact or agency as ‘the client’ this debt will revert to the introductory agent or contact.
j) In the event of high inflation the company reserves the right to review and resubmit contracts and agreements for terms that extend beyond an agreed term of six months duration.
7. Authority & Proofs
a) Written or verbal approval by the Customer of designs, drafts, proofs or estimates may be taken by the Company as authorisation to proceed and to enter into contracts with suppliers based on such quotes.
b) Proofs of all work may be submitted for the Customer’s approval and the Company shall not be liable for errors not corrected by the Customer in such proofs. The Customer’s alterations and additional proofs necessitated thereby shall be charged in additional charges. No responsibility will be accepted for any more errors in proofs accepted by the Customer.
8. In Scope
a) All design works listed in proposals submitted by Team Underscore LTD will cover presentation of two initial design concepts plus up to three design review stages thereafter, unless explicitly stated as otherwise in said proposal. Additional stages of review shall incur an additional cost, separate to the initial estimate.
b) The estimate supplied to the Customer by Team Underscore LTD is based on the potential scope included and does not include other requirements. Any other requirements are to be produced and quoted separately.
c) All costs listed in the proposal supplied exclude VAT, unless explicitly specified as otherwise. VAT is listed in a separate column on all estimates and clearly outlined.
d) During the execution of items detailed within the proposal supplied, additional items may be identified that will improve the final product and/or service delivered. These will be scoped out and costed separately.
9. Change in Scope Procedure
a) Upon delivery of a final quotation based on fixed scope, any services or deliverables beyond the scope of work set out in the initial estimate supplied by Team Underscore LTD will be considered a Change Request, and will require a separate quotation or Change Order.
b) Such incremental scope shall be dependent on the negotiation, in good faith between Team Underscore LTD and the client of any changes or additions to schedule, service, deliverables, fees or pass through costs. Such changes shall be detailed in writing and signed otherwise approved by both parties.Upon delivery of a final quotation based on fixed scope, any services or deliverables beyond the scope of work set out in the initial estimate supplied by Team Underscore LTD will be considered a Change Request and will require a separate quotation or Change Order. Such incremental scope shall be dependent on the negotiation, in good faith between Team Underscore LTD and the client of any changes or additions to schedule, service, deliverables, fees or pass through costs. Such changes shall be detailed in writing and signed otherwise approved by both parties.
10. Property and Risk in Goods
a) The Customer shall be deemed to have accepted the goods and services on delivery, but the Company shall retain ownership of all materials and goods produced by it to the order of the Customer until all goods and services to the Customer have been paid in full.
b) The risk in the goods shall pass to the Customer upon delivery.
c) Any material made available to the Customer by or on behalf of the Customer shall, while it is possession of the Company or in transit, be at the Customer’s risk and the Company shall not be liable for any loss or damage to such materials however caused and the Customer shall insure the said material accordingly.
a) Both the Customer and the Company undertake to keep secret and not to disclose any confidential information which comes to the notice of it in relation to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than the performance of its obligations under this agreement.
b) The customer’s confidential information shall include, but not be limited to, information and data relating to the customer’s and its subsidiaries’ business and their financial performance and results.
c) The Company’s confidential information shall include, but not be limited to, details of its fees, costs and unused work and concepts that it has produced. The resultant design work will be used in the Company’s portfolio unless agreed otherwise in advance.
For a period of one year after the closing of the transactions contemplated the Customer will not, directly or indirectly solicit without written approval from Team Underscore LTD for employment any employees, contractors, or consultants of Team Underscore LTD or any of its subsidiaries.
In the event of a breach (or threat of a breach) of this agreement, Team Underscore LTD is entitled to immediate and appropriate injunctive relief, or a decree of specific performance of this agreement, without the necessity of showing any irreparable injury or special damages.
a) Unless specifically agreed otherwise in writing, the copyright and all other rights of an intellectual property nature in all design, artwork, copy and other work produced by the Company under this agreement shall be and remain the exclusive property of the Company. The rights of an intellectual property nature in all design, artwork, copy and other work produced by third parties, except where the Company obtains a valid assignment of such rights from such third parties, shall remain with such third parties but the Company shall, at the customers’ request use its reasonable endeavours to obtain such as assignment in the event that the Customer pays all of the costs and fees involved.
b) For the avoidance of doubt nothing in this agreement shall require the Company to assign the rights of an intellectual property nature in its work, unless a separate agreement is requested and reached in advance.
The Customer shall be responsible for effecting all necessary insurance in respect of any loss, damage or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the Company’s goods and services.
15. Suspension & Termination
he Company shall be entitled to suspend its performance of the contract if and for so long as the Customer shall be in breach of any of its obligations; and
a) If the Customer is in arrears on any payment to the Company.
b) to determine the contract without notice in the event of the bankruptcy, insolvency or liquidation of the Customer at any time or the levying of any distress, execution or other legal process upon the Customer’s assets or in the event of a receiver being appointed over all or any part of the Company’s assets or in the event of a continuing breach by the Customer of any of its obligations.
The waiver or non-enforcement by the Company of any breach of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed as a waiver of any subsequent breach.
17. Force Majeure
The Company shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of God, government action, failure of power supply, equipment failure, lock out, strike, default, or failure of subcontractor or suppliers or any other cause beyond its reasonable control and the Company shall not be liable for any loss, damage or expense suffered by the Customer or any third party arising directly or indirectly from any of such matters.
a) These conditions shall not be varied, waived, or modified except in writing under the hand of a duly authorised officer of the Company.
b) These conditions override any differing conditions which may appear on the Customer’s order form or other document.
c) The Company reserves the right to vary these Conditions from time to time subject to giving prior written notice by email to the Customer.
Any notices required to be given under these Conditions shall be in writing.
20. Governing Law
These Conditions shall be governed and construed according to English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales.
Naming will be validated by domain name research and intellectual property registrations within use class. Full legal qualification is recommended by clients beyond this point.
a) Unless clearly specified as otherwise within the proposal submitted by Team Underscore LTD, all website copy will be provided by the client. Copywriting by Team Underscore LTD beyond basic editing for grammar, spelling and tone- of-voice will be viewed as out of scope, and will incur additional charges.
b) The uploading of content to any website is the responsibility of the client, unless clearly agreed as otherwise in the Customer’s project proposal.
c) Unless explicitly stated within the Customer’s project proposal, website hosting and other on-going digital charges are not included and will be priced separately.
d) Future and on-going content management system costs unless clearly specified within the Customer’s proposal are deemed out of scope and are payable by the client.
e) Quoting for web hosting will take place once scope of website content is finalised.
f) Purchase of URLs unless clearly specified within the Customer’s project proposal are deemed out of scope and are payable by the client.
g) A delivery timeline will be sent out for digital projects to specify all stages and content delivery deadlines.
h) Failure by the client to supply information or maintain the payment plan may result in the project being halted or delayed.
i) On-page SEO principles will be considered during website design. This does not include specific targets, and Team Underscore LTD cannot bear responsibility for a failure to improve any search engine rankings or website visitor numbers.
j) During the review of proposed wireframes, Team Underscore LTD reserves the right to deem out-of-scope any requested changes to functionality that will require significant studio or development time.
k) Feedback on all stages must be consolidated and supplied by a maximum of 2 named stakeholders.
l) Feedback otherwise supplied will be referred back to client.
m) A bespoke CMS guide/video is included in the web build cost and once delivered the responsibility for content input moves to the client.
n) The completion/sign off point is defined by the ‘Go Live’ date.
o) After this date the client has a period of 30 days to feedback on any inconsistencies within the site performance.
p) Any new changes to the web build, thereafter, are considered amends and will need to be quoted.
q) If the client chooses in future to use a 3rd party developer to build a website or application designed by Team Underscore LTD, we will not bear responsibility for the failure of said 3rd party to deliver the website or application effectively.
r) All extensions, external and internal API and time taken for code mining will be billed separately.
a) Prior to project commencement, Team Underscore LTD are to receive, where possible, all necessary associated information and branding assets, including research, evidence, existing photography and video, logos, typography, colour palettes, image style, existing brand language and tone of voice guidelines, and layout guidelines.
b) All design files must be supplied to Team Underscore LTD in editable Illustrator format.
c) All necessary images and text will be provided to Team Underscore LTD prior to project commencement. Failure to do so may delay the project beyond the expected timeframes.
d) Unless clearly specified as otherwise within this proposal, all copy will be provided by the client. Copywriting by Team Underscore LTD beyond basic editing for grammar, spelling and tone-of-voice will be viewed as out of scope, and will incur additional charges.
e) Unless explicitly stated within this proposal, the population of templates and other variable and/or personalised brand items will be deemed out of scope, and may incur additional charges. If project is delayed or extended over the scheduled time frame due to requests made by the Client or failure to supply content required at any point within the project this will be charged individually.
f) Proposals do not include cost for print collateral or media buying spend (where appropriate).
This activity will be listed with your project proposal.
a) If multiple elements are completed in the same month they will be invoiced together.
b) All external costs such as photography, hosting or advertising to be billed as they occur.
These will be outlined in your project proposal.