Project Terms & Conditions

Wonderful Creative Agency Ltd.

Last revised March 2018

1. Appointment

1.1 The Client appoints The Agency as its provider of services stated in the Provision of Services Agreement plus any other activity required by The Client, to which both parties agree, to be covered by this agreement

2.  Term

2.1   The Services will be provided by The Agency during the term of this agreement, the term for which is clearly stated in the Provision of Services Agreement

3. Sub-contracts

3.1  The Agency shall monitor all production companies and suppliers to whom work is sub-contracted to ensure that:

(a) all deadlines are met and that all agreed budgets are not exceeded;

(b) all necessary consents, clearances and licences are obtained;

(c) all necessary consents, clearances and licenses are obtained in respect of copyright and any other rights in all performances, music and all other constituent elements of the campaign;

(d) all artists are properly contracted for appearances, repeats and/or buy-outs

4.0  Agency Acts as Principal

The Agency acts as a principal at law and not as the agent of The Client in all its dealings with third party suppliers and shall be directly responsible to such parties for payment of their fees/invoices

5.0  Agency remuneration

5.1 The Client agrees to remunerate The Agency for the Services in accordance with the fees and expenses as outlined in the Provision of Services Agreement

6.0  Approvals and authority

6.1   The Client will nominate a named individual to whom all requests for approval should be sent. All production costs and research or creative work, if any, not covered by the remuneration as set out in fees and expenses shall be estimated in advance and submitted for approval.

6.2 The Client’s written approval of copy, layouts or artwork will be The Agency’s authority to buy production materials and prepare proofs. The Client can issue written approval by post, email or via Basecamp

7.0  Standard Production Terms

7.1 The Agency will endeavour to provide a fixed time line prior to the start of any work undertaken. These timescales will be agreed between The Client and The Agency.

The following details our standard level of service;

  1. Any brief or pitch requirement needs to be issued in writing prior to commencement
  2. Our standard response time to deliver initial forms of artwork is 3-5 working days
  3. The Agency will not undertake any technical work until all relevant design work has been signed off in writing by The Client
  4. Any changes to artwork or anything submitted to The Agency can be submitted in writing by The Client, or by email or via Basecamp
  5. The Agency will acknowledge changes and general emails within 4 working hours
  6. The Agency will make every reasonable effort to make the changes within 3 working days
  7. The Agency has the right to withhold artwork or digital assets until outstanding invoices have been paid
  8. Final assets cannot be used publically until invoices have been settled
  9. The Agency reserves the right to remove any digital assets until invoices have been settled
  10. All artwork is subject to a maximum of two sets of amends within original project costings. Further amends will be chargeable at The Agency’s hourly rate of £92 /hr.

8.0 Payment of Invoices

8.1   Service agreements are invoiced for payment one month in advance, so in order for work to commence immediately, two invoices will be submitted – one for immediate payment and one with 30 days payment in preparation for the following month. Following termination of the contract invoices will continue to be raised and payment will be expected for the duration of the notice period.

8.2 Any invoice that is 28 days overdue will result in the account being placed automatically on hold and all production work ceased.

8.3 Any invoice that is 60 days overdue will result in legal action and an automatic 5% added to the invoice for debt reconciliation.

8.4  All Charges are in UK Sterling and do not include VAT. The Client agrees to pay all applicable VAT on the Charges.

9.0 Intellectual Property / Copyright

9.1    All intellectual property rights in all product of the Services shall remain the property of The Agency until at which point all monies have been paid in full, when the intellectual property rights for the campaign will belong to The Client.

9.2    The Client shall provide the Agency with copies of all trademarks and branding which are to be included in the campaign and The Client hereby grants The Agency a royalty free licence to use, copy and reproduce such trademarks and branding for the purpose of developing the campaign.

9.3   The Agency will use all reasonable endeavours to obtain all copyright and a waiver of moral rights in respect of work sub-contracted to or acquired from third parties, but it cannot guarantee that in all cases it will be able to do so. In the event that the Agency is unable to obtain copyright or a waiver of moral rights in respect of such work The Agency shall inform The Client before any appropriate agreement is entered into.

10.0 Warranties and Indemnities

10.1  The Agency acknowledges that it owes the Company a duty to use all reasonable endeavours to ensure:

(a) that its work does not infringe the copyright, registered trademarks, registered designs, design rights, patents or any other rights of any third party and is not in any other way contrary to law; and

(b) compliance with relevant codes.

10.2    The Agency may, at any time it is concerned about the possibility of a claim arising from the content of the work produced under this Agreement, at its option and expense replace or modify such work with a view to avoiding such a claim. For the avoidance of doubt, the Agency shall have no liability to the Client under any provision of this clause if any claim or action is based upon any modification to the work produced under this Agreement which is not authorised by the Agency. The ultimate responsibility for the assurance of copyright belongs to The Client.

10.3   The Client warrants that it owns all intellectual property rights in the trademarks and branding provided by the Client necessary for their inclusion in the campaign.

11.0 Legal Liability

Nothing in this agreement shall exclude or any way limit either party’s liability for death or personal injury caused by its negligence. Subject to this, neither party shall be liable to the other for any loss of contracts or loss of actual or anticipated income or profit or for any indirect, special or consequential damages, loss or expenses arising under this agreement whether or not such loss or damage is foreseeable, foreseen or known

12.0 Statements

The Client and the Agency agree to:

(a)      inform each other immediately if any claim, statement or representation in any copy to be published is, or is likely to be defamatory, in breach of copyright, in breach of the terms of any Act or provision of law, or is in any other way unlawful;

(b)      inform each other without delay if it considers any claim or trade description in any copy is false or misleading in relation to the product or service to be advertised.

13.0 Insurance

The Agency will maintain appropriate insurance in accordance with industry practice.

14.0 Termination

14.1  Notwithstanding any other provision hereof, the Agreement may be terminated forthwith by either party in writing if the other party has a bankruptcy petition presented against them or goes into liquidation, other than for the purposes of a solvent amalgamation or reconstruction, or makes any voluntary arrangement with its creditors or has a receiver, manager, administrator or like person appointed under the Insolvency Act 1986 and such appointment is not discharged within thirty (30) days of being made (or similar steps are taken in another jurisdiction) or such Party is unable to pay its debts as they fall due, or if the equivalent to any of the above takes place under the law of any jurisdiction in relation to such party.

14.2  Either party may terminate this Agreement if the other party commits a material breach of this Agreement provided that where such breach is capable of remedy the other party has been advised in writing of the material breach and has not rectified it within thirty (30) days of receipt of such advice.

14.3  All retainer and digital contracts cannot be terminated within the first 90 days, excluding circumstances relating to 14.1 and 14.2. After this period contracts may be terminated at any point with 60 days noticed provided by the end of the month.

14.4  Project contracts cannot be terminated unless circumstances arise relating to 14.1 and 14.2.

15.0 Confidentiality

15.1   The parties undertake to treat as confidential, and not to disclose or use, directly or indirectly, for its own or any other person’s benefit, all information obtained as a result of entering into or performing this Agreement which relates either to the provisions of, or negotiations relating to, this Agreement or to the business or affairs of the other party.

15.2  A party may disclose information to its employees, legal advisers and auditors.

15.3  A party may disclose information to the extent it is;

(a) required by law;

(b) required by any securities exchange or regulatory or governmental body to which any party is subject or submits, wherever situated;

(c) required to vest the full benefit of this Agreement in that party or expressly contemplated by this Agreement;

(d) the information has come into the public domain through no fault of that party;

(e) the information was already known to the relevant party at the time it was disclosed to it or otherwise obtained by it; or

(f) the person to whom it relates has given their consent in writing.

16.0 Surety of personnel

The Agency guarantees that that all work and correspondence remains confidential at all times. The Agency also promises that it will keep all business and client information securely at all times and where necessary any paper trails will be destroyed appropriately. Any digital data will be stored securely in the cloud and on backup systems and any other files/ documentation will be returned to client should services expire.  

17.0 Data Security Policy

The Agency confirms that it adheres to the Principles of Data Protection, as detailed in the Data Protection Act 1998.

18.0 General

18.1  The agreement made between the parties, contains the total understanding of the parties and supersedes all previous understandings between them either in writing or oral, provided that this shall not apply to fraudulent or negligent misrepresentation.

18.2 If, due to war, strike, lockout, accident, fire blockage, natural catastrophe or other obstacles over which it has not control, any party fails to comply with any obligation to the other party in the manner and time required, it shall not be held responsible for any loss or damage which may be incurred by the other party as a result of such failure.

18.3  This agreement can only be amended or modified by written agreement signed by both parties.

18.4  Neither of the parties to this agreement may assign their rights or benefits under this agreement without prior written consent from the other party.

19.0 Governing Law

This agreement and the rights of the parties under it shall be governed by and construed in accordance with English Law. The parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.

Service Level Agreement

Wonderful Creative Agency Ltd.

Last revised January 2017

1.0    Agreement overview

This Agreement outlines the Service Level Agreement (“SLA” or “Agreement”) between The Agency and The Client for the provisioning of ongoing services.

This Agreement remains valid until superseded by a revised agreement by The Agency.

2.0  Standard terms of contract    

2.1    Aims and objectives

The aim of this Agreement is to ensure that the key elements of the service level agreement are appropriately outlined and that any such supporting services are consistent with the Client expectations and Agency capacity.

The objective of this Agreement is to obtain mutual agreement for overall service provision between The Agency and The Client.

The formative objectives of this Agreement are immediately to:

  1. Provide clear reference to service ownership, accountability, roles and/or responsibilities
  2. Present a clear, concise and measurable description of service provision to the customer
  3. Match perceptions of expected service provision with actual service support and delivery

3.0 Review

Effective date of agreement: From date of signature.

This Agreement is valid from the date of signature and is valid until further notice. This Agreement will be reviewed when such time as technical (Google, open source, hosting) and operational changes (Agency) are deemed to have an operational impact to service arrangements. Once the adjustments and mutual third party agreements (should this be necessary) have been met, then the new SLA shall be issued to all concerned.  We would allow a 30 day period for updating the SLA.

4.0  Agency requirements

The Agency undertakes subject to the terms and conditions to:

4.1     Meet response times (as detailed in section 8)

4.2  Provide such technical advice by telephone, remote access or e-mail as may be appropriate in response to queries by the Client

4.3    Technical support in using the content management system and any third party systems or services (hosting for example) that the agency has been directly involved with providing.

4.4   Provision of support on how to use the systems implemented by the Agency and technical support for any issues that affect, normal trading hours

4.5    The agency undertakes to ensure the quality of work, (by pre-checking changes) is of a satisfactory standard, however the client reserves the right to request the change of an employee working on the account, if any issues with quality arise.

5.0 Service availability

5.1   Office hours are defined as Monday to Thursday, 09:00am to 17:30pm (GMT) and Friday 09:00am to 17:00pm

5.2    Out of office hours are defined as Monday to Thursday 17.31pm to 08.59am (GMT) and Friday 17.01pm to 08.59am the following Monday

5.3    The following support options are available:

  • Office Hours Support
  • Out of Office Hours Support

6.0 Office Hours Support

6.1     Telephone support is available 9:00am to 17:30pm GMT Monday to Thursday, and Friday 09:00am to 17:00pm.

6.2     Email is monitored between 9:00am to 17:30pm GMT Monday to Thursday, and Friday 09:00am to 17:00pm.

6.3     Onsite (at a client’s premises) assistance guaranteed within 72 hours during the business week, if deemed necessary and business critical.

7.0 Out of office hours support

Out of office hours support is only required in the event of emergency or high priority issues arising.

7.1 Non-emergency or low priority requests received out of office hours will be dealt with within the response times (as detailed in section 8) from the start of the next working day

7.2     Non-emergency or low priority request received outside of office hours will be collected, however no action can be guaranteed until within the response times (as detailed in section 8) the next working day

7.3     For emergency or high priority items, support will be available out of office times.

7.4     Emergency notifications raised out of office hours should be directed to the emergency contact and work will be actioned within two hours of receipt where possible (see section 8 for definition)

8.0 Service requests response times

In support of services outlined in this Agreement, the Agency will respond to and action service related incidents and/or requests submitted by the Client within the following time frames:

8.1 Out of hours – 2 hour response time for issues classified as having an emergency priority raised via the [email protected] email address.

8.2     Office hours – 1 hour response time for issues classified as emergency priority raised via regular contact methods to the client services team by email or head office.

8.3     Office hours – Best efforts will be made to respond within 4 hours for issues classified as low priority raised by email or telephone call, with work then being undertaken within five working days (refers to the start of the work, not completion)

8.4     Emergency Priority items are defined as those issues that render the site inaccessible or the site function to fail:

  • Site unavailable
  • An issue that is agreed by both parties to be ‘business critical’

8.5   Low priority items can include issues such as

  • Images or formatting of the website are broken, but website / pages are still legible
  • Content is not perfectly aligned, but there are no major obstacles to using the website

9.0 Service resolutions    

(a)        All technical and operational issues will be investigated and if the fault lies within the Agency’s control the following time-frames and associated costs apply to resolving the identified issues. In the event that the fault cannot be fixed within this time-frame the Agency will provide the Client with an estimate as to when the fix is likely to be achieved.

(b)       When notified by the Client, the Agency will resolve business critical issues that are classed as emergency and where possible (specifically if issues raised are raised on a Sunday) within 4 hours.

(c)       When notified by the Client, the Agency will resolve issues that are classified as low priority within 5 working days.

10.0 Service requests – Retained and non-retained

(a)       If the root cause of any fault lies with the Client, any resolution including the use of third parties, will be quoted for in order to provide the appropriate support.

(b)      Hourly rates associated with each priority outside of office hours are as follows:

Priority Zero Hours SLA – hourly fee Retainer-based SLA* 
Out of hours emergency £250.00 plus VAT 1 hour = 2 hours
Office hours emergency £200.00 plus VAT 1 hour = 1 hour

         *number of hours deducted from retainer per hour of work undertaken

(c)       Calls of any nature made out of hours that do not result in production work will be charged at The Agency’s standard hourly rate of £92 +VAT per hour or a single hour from a retainer, with a minimum charge of one hour.

11.0 Obligations of the client

The Agency shall not be bound to supply the services specified unless the Client shall:

  1. Make timely payment for all support costs at the agreed interval (within 30 days of invoice). No work will be undertaken for any client if any previous invoices on the account are overdue
  2. Offer availability of customer representative(s) when resolving a service related incident or request
  3. Maintain and operate the Software and the Website in a proper and prudent manner in accordance with such advice and instructions as the agency may issue from time to time, and allow such maintenance to be conducted only by competent appropriately experienced and authorised personnel
  4. Keep a backup media of a standard and frequency to allow the agency to recover current data without undue loss of staff time
  5. Make available to the agency, without charge, any information, materials or facilities to enable the agency to discharge its obligations under this agreement, provided always the agency shall hold as confidential any such information provided by the client

(f)        Have an (online) operational link in place to enable the agency to provide remote assistance when required

(g)       The Agency will not be responsible for any computer hardware, operating system or third party software upgrades necessary or for any additional work caused by changes made by the client to the Software or the Website or any viruses on the client’s computer system that affect operations.

12.0 Browser Support Statement and Technical Delivery

By mutual agreement the below base levels may be extended to cover other browsers on other operating systems at additional cost.

  1. All code will be validated to W3C standards
  2. Currently the standards we adhere to are XHTML 1.0 transitional and CSS2.1
  3. Other Standards and Styles may be be detailed in the style guide of the website development project, all websites are built using an industry leading open source CMS, such as WordPress, Joomla, Concrete and Drupal
  4. Not all browsers support all standards, and so we support as standard any browser with a current level of adoption above 4%
  5. Supported operating systems are >= Android 4.1 (API 16) and >= iOS 10.0.
  6. Screen emulators are used to test code against multiple browsers and operating systems, including mobile devices

13.0 Browser breaks on delivery of website projects

(a)       Browser support inconsistencies will cause the underlying code to be rendered differently, in some cases this is just a minor alignment problem, in others it can render the content inaccessible or the site unusable. Sometimes the content will be readable but the layout of the content is disjointed. The Service Provider will strive to always deliver website development projects at full support (see specification below)

(b)       Full support is when the visual layout matches the original visual design at default font and agreed window sizes. All functionality matches the agreed brief

(c)       Intermediate support is when visual layout is similar to the original design but may have some inconsequential bugs

(d)       Poor support is when visual layout is similar to the original design but may have some minor bugs, content is still readable

(e)        No support is when content may still be readable, visual layout not the same as the original design