Professional Services Agreement Terms & Conditions
Last updated: 10th August 2020
Please read these Terms and Conditions as part of our Professional Services Agreement (“Terms”, “Terms of Service”, "Terms & Conditions", "Agreement", "Professional Services Agreement") carefully before using the website or the “Service” operated by Tiny Lagoon Ltd ("Agency", “us”, “we”, or “our”). Our access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, clients and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Acceptance of a quotation and payment of deposit will be taken as acceptance of the following terms and conditions. Please ensure you have read and fully understand what is written below. Please contact us if anything is not clear to you before agreeing to or signing any contract or statement of work.
1) All service costs provided do not include VAT as Tiny Lagoon Ltd (‘Tiny Lagoon Studios’ and/or 'the Agency’) is not currently VAT registered. Third-party costs will include VAT and are billable directly to the client. Quotes are valid for thirty days from the date of the quotation.
2) The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this, although the client would be made aware of this well in advance. Charges are unlikely to deviate significantly from those quoted unless requirements change, however please allow a 10% contingency on price when considering your budget to allow for potential unanticipated requirements, additional development or ‘scope creep’. Please also note that late payment of invoices may result in additional charges being incurred at the annual statutory interest rate of 8% plus the Bank of England interest rate.
3) No creative or development work will commence until the Agency has received written approval of the quotation (by hand or by email) and a minimum deposit of 50% of the agreed costs (unless otherwise agreed in writing). If a rolling contract is agreed, 50% of the monthly amount is required in advance each month. This ensures that the Agency is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage. Once a payment or deposit is made, it is non-refundable. All deposits are non-refundable, and any disputes must go through arbitration.
4) Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. on approval of logo, delivery of printed items, deployment of website, sending of e-shot, delivering content etc): failure to make final payment at this point may result in delays in project delivery. Invoices may be require to be settled in full prior to go live or final supply of assets and materials (depending on agreed scope of work and delivery go live).
5) If a quotation has been provided where a job will be approached in ‘phases’, each stage will need to be paid in full on completion of each stage, before the Agency is able to progress to the next phase. Where a job is being charged in stages (for example, an initial 50% deposit and two further payments of 25% each) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of the Agency. The Agency bases 1 full day on 7.5 hours.
6) If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation (whichever occurs first), the Agency reserves the right to invoice 25% of any outstanding balance, with the remaining 25% payable on completion. We reserve the right to invoice for completed work irrespective of content or final approval being provided by the client. Additional time generated due to client amends or feedback out of scope will be charged separately in addition to the quote. Delivery timeline will be mutually agreed which will determine the project timeframes.
7) Any printing, fulfilment, mailing or third-party services that are provided by the Agency will require full (100%) up-front payment. Please note that the Agency will be unable to proceed to this stage without receipt of proof of this payment.
8) Unless otherwise stated above or previously agreed in writing, all invoices are due within 30 days of any invoice date. Please note points number 3, 4, 5 and 7 above and how this could have an impact on time scales.
9) Unless otherwise agreed in writing, work will usually commence within ten working days of deposit receipt. Any anticipated completion date provided by the Agency is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. The Agency will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Timelines provided are estimated but the Agency will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure (acts of God).
10) Fees provided allow for presentation of one creative option for the client unless agreed otherwise. In the unlikely event that the client is not satisfied with the presented work, the Agency will develop further ideas at a fixed day rate. If after this round there is still no agreement on direction, the Agency reserves the right to potentially bring to an end any agreement with the client with no refund of deposit or payments made previously.
11) Costs provided allow for a maximum of three sets of client amends (within reason) after which time additional charges may become payable, although the client would be made aware of this in advance. Amends will not include specialist skill elements such as additional asset creation or deliverables that impact the entire project framework.
12) At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the Agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the client would be made aware of this in advance.
13) Fees provided allow for occasional meetings at key stages for a ‘reasonable’ length of time between the Agency and client. These hours are broken down within the itemised quote. Some meetings may incur additional charges for time spent, although the client would be made aware of this in advance.
14) Unless otherwise agreed in writing, projects are subject to a ‘standard disbursement charge’ to cover anticipated costs for in-house colour printing, travel, postage etc.
15) Where applicable; stock library images, photography or video outside of our in-house resources; bespoke illustration; copywriting; website hosting or backups; translation services; travel and accommodation outside of Cheltenham; talent (models and actors etc.); any third-party media, production, distribution, couriers, proofs, mock-ups, proof reading or printing that may be required; other third-party costs incurred (such
as merchant bank and payment gateway charges) etc.
16) It is assumed that unless otherwise stated, all copy and images will be provided by the client, although the Agency will contribute to this (through headlines, and top-line messages etc) as a natural part of the creative process. The Agency is able to provide a full copywriting service or copy advice, as well as design expertise at an additional cost if required. Purchased royalty-free stock images from our standard sources (if required) will generally be priced at £45 per image (dependent on source, image size and quality) to cover sourcing time and image costs. Specific image requirements not satisfied by our standard sources will be charged at cost + 15%, with prior client notification. Any images, copy and additional content provided by the client must be in ownership of the client and much have maintain the relevant property rights.
17) The Agency recommends that clients use professional suppliers. It is highly recommended for quality control and peace of mind. If a client prefers to use their own print supplier, the Agency will simply provide artwork directly to the client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.
18) The Agency works closely with other third-party partners and suppliers, including sign manufacturers and installers, photographers, illustrators, film makers, interior designers, external website developers and coders, and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.
19) Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g the Agency printer, the client’s printer, the image setter, the monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the Agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘wet-proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as the client accepts there may be inconsistencies across work produced, this step may not be necessary. The Agency does not accept any responsibility for colour variations as a result of these indeterminate factors.
20) Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of Tiny Lagoon Ltd. Full copyright and ownership of all ‘commissioned’ work will reside with Tiny Lagoon Ltd until full payment has been received, at which point the Agency will surrender to the client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing wherever possible and the Agency’s right to use the work for self promotion in its portfolio, in presentations, in advertising, in print and online.
21) Tiny Lagoon Studios will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to the Agency. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required. Any web projects designed and hosted with ‘Wix’ or "WordPress" are per the terms and conditions of ‘Wix’ or "WordPress".
22) The client agrees to indemnify Tiny Lagoon Studios and keep the Agency indemnified and hold the Agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The Agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The Agency will not be held responsible for any delays, errors or losses arising from any third party. Tiny Lagoon Studios will not be held liable for any loss of data during the migration of the website or project delivery.
23) The client agrees to alert the Agency in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. The Agency will not be liable for any claims made after this period.
24) For all web-related projects, unless specifically stated, the client will retain 100% ownership of the web page design only (ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations). It is the Vendor’s responsibility to change all personal system login information once the Agency has completed the project.
25) The Agency offers a web hosting service to host the websites we have built for our clients. This is recommended in order to ensure ongoing quality of service and is a mandatory requirement for websites incorporating a content management system (CMS) or e-commerce system. Although the standard of our hosting packages are high, the Agency is unable to guarantee 100% up-time (as no web host would) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. The Agency makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall the Agency, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers. Separate terms and conditions apply for website hosting and these can be provided upon request.
26) Appropriate credit and acknowledgement for work produced by the Agency should be attributed to Tiny Lagoon Studios where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for the Agency’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the client.
27) These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. Tiny Lagoon Studios reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.
28) It is the responsibility of the Vendor to ensure that the a returns policy and procedure is in place prior to launching an online store or paid for services. The Agency recommends that a policy and returns procedure is published online.
29) Order fulfilment and stock inventory is the responsibility of the Vendor. The Agency will not be liable for, and not limited to: customer contact, loss of stock, customer orders, supplier orders, customer returns, order cancellations, order acknowledgements, distribution discrepancies, deliveries lost in transit, postage disputes, postage costs, data breaches, business legal responsibilities (such as allergens, ingredients, ethical or social responsibilities).
30) The Agency will not be responsible for any merchant chargebacks as a result of fraudulent e-commerce transactions.
31) It is the responsibility of the Vendor to ensure that sufficient payment gateway security is frequently reviewed and maintained. The Agency will not be liable for payment gateway or merchant related issues. The Agency recommend that a 3D secure payment check (or similar industry standard in a secure encrypted environment) is used to protect the Vendor and their customer base.
32) The Agency will not be responsible for any price increases out of their control, including, but not limited to, merchant costs, third-party integration costs, hosting fees, further development costs as a direct result of system changes out of the Agency’s control.
33) The Agency will not be liable for any loss of business as a result of website downtime, issues relating to third-party integrations out of the Agency’s control, lost orders.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 15 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any questions about these Terms, please contact us.