1.1. ‘We‘ or ‘Us‘ or ‘Haddington & Haddington‘ or ‘H&H‘ refers to Haddington & Haddington, whose registered office is 124 City Road, London, EC1V 2NX.
1.2. ‘Buyer’ or ‘You’ refers to the client requesting or purchasing the services of Haddington & Haddington.
1.3. The ‘Project Brief‘ refers to the original explanation of what the Project will involve as given by the Buyer to Us at the beginning of the Project in accordance with clause 2.
1.4. The ‘Quote’ refers to any estimate or quote provided by Haddington & Haddington, giving a view of how long a particular project is likely to last and the likely costs.
2.1. The Buyer agrees to provide a full, detailed and accurate Project Brief in relation to any UX/UI, Web Design, Digital Design, SEO, Branding, Illustration, Copywriting, UX Writing or other creative services requested. This should include all relevant information, including but not limited to a description of the item(s) to be produced, the media to be used, an approximate word count, duration or number of pages, the target market(s), the aim behind the item(s) to be produced, the level of research that will be required and a clear idea of the tone to be used.
2.2. If any of the information in the original Project Brief changes, the Buyer agrees that Haddington & Haddington may (i) increase the Quote and the amount it charges the Buyer for completing the Project, or (ii) terminate this agreement immediately without liability to the Buyer and the Buyer shall pay Haddington & Haddington for time spent and work produced up to the date of termination on a pro-rata basis.
3.1. We will provide a Quote based on the Project Brief as laid out in clause 2.
3.2. We agree to make the Quote as accurate as possible. However, the parties agree that the Quote is an estimate only, and Haddington & Haddington reserves the right to charge a different amount from the Quote based on actual time spent on the Project and completing the works regardless of whether the brief has changed or not.
3.3. Haddington & Haddington will always confirm with You before making any additional purchases or creative decisions that may impact final costs.
4.1. We agree to provide a Quote as laid out in clause 3.
4.2. We agree to complete work to a reasonable standard.
4.3. We agree to complete work within the timescales laid out by the Buyer, where this is reasonable and within our control.
4.4. We agree to notify the Buyer of any additional work that has been required that differs from that included in the original Project Brief.
4.5. We shall provide You with 2 included rounds of amends to any and all work carried out in regards to the Project Brief. Further rounds of amends will be charged accordingly.
5.1. You agree to provide the Design Brief.
5.2. You agree to provide Us with reasonable timescales to work within.
5.3. You agree to inform us if there are any changes you want to make to the Project Brief.
5.4. You agree to pay all invoices promptly as laid out in clause 6.
5.5. You agree that all products and/or materials for use will be delivered on time and at latest 72 hours before the Project is scheduled to start (and to the correct specifications).
5.6. You will provide Us with coherent and detailed notes on amends and understand that after 2 rounds You will be charged for further amendments to the Project.
5.7. Upon delivery, You agree to download and save all project Deliverables using the download link provided and/or attachments and store Deliverables on your own hosting platform. We take no responsibility for retaining project Deliverables once Works are completed.
5.8. 6 weeks after Works are completed, the working project files and project Deliverables will be archived and stored for a minimum of 2 years before deletion. You will be notified on any incurred timescales and retrieval costs, should You request access to project Deliverables during this time.
6.1. The Buyer agrees to pay Us for all hours worked regardless of the original Quote.
6.2. We reserve the right to add charges for additional work that is not explicitly included in the original Design Brief, including but not limited to any changes to the original Design Brief, any additional meetings, any additional expenses, any requirement to work over weekends or holidays, any changes to timescales, or priority of the Project.
6.3. Haddington & Haddington will always confirm with You before making any additional purchases or creative decisions that may impact final costs.
6.4. The Buyer agrees to pay all invoices raised by Haddington & Haddington within 14 days of the date of invoice. In accordance with the Late Payments Act 1998 Haddington & Haddington reserves the right to charge interest on any outstanding sum at the rate of 8% above the base rate of the Bank of England. The Buyer shall pay such interest to Haddington & Haddington on demand.
6.5. In the event that payments are late or not received, copyright licence for all materials produced for this Agreement will be revoked and suspended until payment(s) due are made in full. This will render all materials unusable until payment(s) due are made in full. Haddington & Haddington has the right to commence litigation should We find that materials have been used but not paid for.
6.6. Credit will NOT be given for any products previously agreed to shoot but not available the day of shooting, as agreed by both parties. Customer will be charged the original quote regardless of missing or incomplete products.
6.7. If any discount has been provided based on bulk work commissioned and economic sliding scale, which will be highlighted in the Project Details section above, the Buyer has 30 days from receipt of the quote to brief and commence all individual elements of the Project, otherwise We reserve the right to remove the discount and invoice for the full non discounted amount.
7.1. A cancellation or postponement is defined as a rescheduling of the Project to a later specific date, caused or directed by the Buyer or a total cancellation of the project.
7.2. If the Buyer decides to cancel, curtail or in any other way change the Project, for any reason, which results in less work than that envisaged by the original Design Brief, they agree to give two weeks notice to terminate this agreement. The deposit will not be returned, and the Buyer agrees to pay for all work completed until such date of termination as Haddington & Haddington may reasonably specify.
7.3. If We block-book out a specific period of time with the agreement that it represents a firm commitment from the Buyer, then We shall make no further efforts to sell the time. If the job is cancelled or postponed within the guideline time frame, it is unlikely that this time can be re-booked. It should be understood that this time represents Haddington & Haddington's only source of income, and costs will be pursued.
7.4. We reserve the right to cancel work on any Project by giving the Buyer 2 weeks notice. Further, in the event that the Buyer commits a breach of this agreement, suffers insolvency, or is likely in our reasonable opinion to suffer an event of insolvency, we are entitled to terminate this agreement immediately. We will invoice for any work completed up until the date of termination.
7.5. No refunds are due if it is deemed that the Contractor has provided the service as requested by the Client and according to the Project Brief.
7.6. In the event of the Client being dissatisfied with the service provided by Haddington & Haddington, a complaint must be put in writing to Us either within 7 days of the completion of the Agreement or at any time during the Agreement, whereby We will review the request accordingly.
7.7. If a complaint is found to be upheld, We will provide the Service again free of charge to the Client if appropriate, or provide amendments free of charge.
8.1. The copyright and any other intellectual property rights in materials which we have written or produced for the sole purpose of the Project shall remain with Haddington & Haddington. The Buyer is granted a complementary non-exclusive limited-use license of this Intellectual Property. Usual licence buyout will be charged at 10x the project amount.
8.2. As agreed before commencement of work – We allow full use of final project deliverables before payment. However, this is revocable if full payment is not made within the agreed time.
8.3. Copyright Licence may be further issued by You to whomever You should see fit, however with the strict instructions that usage beyond fair and reasonable means action will be taken to remove the asset.
8.4. Use by third parties (other bodies outside of Haddington & Haddington and You) on YouTube or other video hosting sites must accredit Haddington & Haddington as the creator or producer.
8.5. Copyright Licence is for the Asset only and does not include the project files themselves. In addition, no editing by third parties is permitted without the written consent of Haddington & Haddington.
8.6. No intellectual property rights of ownership are granted by Us to the Buyer and all intellectual property rights (including without limitation our trademarks and trade names and all other intellectual property used or created by us which was not specifically developed for the Project) shall remain vested in us.
8.7. You confirm that You have the right to use any material and/or content that You supply to Us or for inclusion, or that Your request is included, in the Project and You hereby agree to indemnify Us against all losses, liabilities, damages and costs and expenses (including professional fees) that We suffer or incur as a result of Your content and/or materials or such content/material that You request is used within the Project infringing the intellectual property rights of third parties.
Limitations of Use
8.8. Usage of any material produced by Haddington & Haddington will be outlined in the Quote based on the Project Brief. Any amendments or extensions to permitted usage must be agreed in writing by both parties.
8.9. Usage fees and extended copyright licence fees will be required to allow for any of the limitations of use.
8.10. Haddington & Haddington shall have the continuing right to use the project Deliverables for the purposes of marketing, advertising or otherwise promoting Our agency's work.
9.1. It is the sole responsibility of the Client to collect or arrange collection of any products or property delivered to Us as part of the Agreement no later than 14 days after project delivery.
9.2. Any property uncollected after 30 days of written notice may be removed/disposed of by Us without recompense.
9.3. Upon the expiry or termination of this Agreement, Haddington & Haddington will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
10.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any actor omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
10.2. The Client confirms that they have the right to use any material and/or content that is supplied to Us for inclusion or that is requested to be included in the Assets and the Client hereby agrees to indemnify Haddington & Haddington against all losses, liabilities, damages, costs and expenses (including professional and legal fees) that We suffer as a result of the Client’s content and/or materials being subject to copyright or intellectual property infringement claims of third parties.
11.1. Without prejudice to the remainder of this clause, Our total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the fees paid by You to Us in connection with the Project and in no event shall We be liable to You for any special, indirect or consequential damage or loss suffered by You that arises under or in connection with this agreement.
11.2. Except as expressly stated within this agreement, all warranties and conditions, whether expressed or implied, by statute, common law or otherwise, are excluded to the extent permitted by law.
12.1. After edit of any asset is completed, it will be sent to the client for online review. Here the client must review leave amends, approve or notify Haddington & Haddington of any delay in writing. Assets will only become available once approval has been received.
12.2. Sign off of any materials produced will be automatic if no communication at all has been received 14 days after any delivery.
12.3. All assets have a maximum of 2 rounds of amends, unless directly expressed in the project details.
12.4. Further amends after the allocated amount and/or sign off will be charged.
13.1. Once assets have been fully signed off and approved, Haddington & Haddington will either upload them to a server for direct download, or send to the client via email. The download link will be available for a certain amount of time, which will be noted in the delivery email. After this time, any requests for further retrieval and/or supply of the download link will incur an admin fee.
13.2. The Project Files will be stored on Our server for a period of no longer than 2 years. After this time, they will either be deleted, retained or offered for purchase, for a fee.
14.1. Each party agrees to keep the contents of this agreement and details relating to the Project confidential and shall not disclose such information to any third party, save that each party may disclose such information (i) to its employees as is necessary for the Project and (ii) as is required by law.
14.2. If any clause of these terms and conditions is held to be unenforceable in whole or in part, the other terms and the rest of the provisions shall continue to be valid and enforceable.
14.3. The terms of service is a binding document and the terms and conditions contained herein constitute the entire agreement between the parties in relation to the Project, and supersede all prior agreements, understandings and representations whether oral or written.
14.4. We shall be entitled to assign or subcontract Our rights and obligations hereunder without Your prior written consent. You shall not be entitled to assign or transfer or subcontract or deal in any way with any of your rights or obligation hereunder without Our express prior written consent.
14.5. These terms and conditions shall be governed by the laws of England and Wales and the parties hereby irrevocably agree to submit to the exclusive jurisdiction of the courts ofEngland and Wales.
15.1. If the approved project Deliverables involve use of third party materials such as stock media, and AI generated imagery. Haddington & Haddington will use every endeavour to secure such licenses as is necessary to allow the usage as outlined in the project Quote.
15.2. Subject to the above and to the rights of any third party, Haddington & Haddington will retain the rights to any such stock or AI-related materials and licencing unless otherwise agreed between the parties in writing.
