Terms and Conditions of Contract

These terms and conditions shall govern the contract between (1) the Company (being ‘The Space Creative Partnership Ltd) and (2) the Client (unless varied in writing and signed by an Officer of the Company). These Terms shall exist in addition to rights implied in law.

  1. Scope of Contract
    1. The Company advises the contracting party (‘the Client’) in connection with all design matters relating to the packaging and marketing of the Client’s goods and/or services and the Client’s brand and corporate identity in accordance with a brief agreed between them in writing (‘the Service’).
    2. The acceptance of a commission quote either verbally or in writing shall be deemed as a contractual agreement between the client and the company.
  2. Client’s Duty to Provide Information
    1. The Client shall be solely responsible for providing the Company with all necessary information concerning its goods, the Service (including the scope of use required), the market and generally. The Company shall not be responsible for any shortcomings in such information. The Client accepts that its knowledge and experience in the manufacture, processing and packaging of its goods is vital in this regard.
    2. The Company will not knowingly infringe the rights or intellectual property of a third party but unless expressly agreed to the contrary it is under no obligation to make any search or enquiry in this respect and it shall be under no liability to the Client for any actions, costs, claims or demands suffered in respect of an infringement or alleged infringement of any copyright, design right, patent, trade mark, trade name, registered design device for the protection of intellectual property or passing off.
  3. Delivery
    1. The delivery times of the Service stated by the Company are reasonable estimates and the Company shall not be responsible for any delay that is not directly attributable to the fault of the Company.
  4. Contract Prices/Title
    1. The Contract Price shall include fees and studio costs as charged and quoted
    2. The Contract Price is exclusive of expenses, disbursements, travelling and accommodation expenses, courier costs, electronic transfer costs and all other out-of-pocket expenses.
    3. The Contract Price is exclusive of local or other chargeable taxes
    4. Any estimate of the whole or any part of the Contract Price is given in good faith and shall be treated as an estimate only and all errors and omissions shall be excepted
    5. Estimates of the Contract Price remain valid for 30 days
    6. The company reserves the right to demand that payment of 50% of the ‘Stage 1’ Contract Price be made in pounds sterling upon the client commissioning a project with the company. Any remaining payments will be made within 14 days of the date of invoice. The Company shall be entitled to charge statutory interest on overdue sums.
    7. Title to any property or intellectual property implied by the Service shall pass to the Client when and only when the full Contract Price for the Service has been paid. Until such time ownership and control of such property shall remain vested in the Company.
    8. The Company will produce work for the Client in line with an agreed brief. The Client has no right to reject work on the basis of style or composition.
  5. Intellectual Property
    1. The Service includes the Copyright and/or Design Right in the final design chosen by the Client for implementation (‘the Final Design’) but the Client agrees not to exploit such copyright or design right outside the market category and territory for which the Service was provided except with the Company’s written consent.
    2. Reservation of Technical and Artistic Concepts.

      The Company will not infringe the final Graphic Design but reserves exclusive right to use all other designs, concepts, ideas or intellectual property developed during the course of the Service.

    3. Multi Designs

      If more than one design is chosen by the Client and this was not provided for in the agreed brief for that Service an additional fee may be payable by the Client.

    4. Sub- Contractors’ Intellectual Property
      1. The Company will use all reasonable endeavors to secure the relevant intellectual property rights of its sub-contractors
      2. Clients are reminded that illustrators usually retain ownership of the original illustration and may demand its return undamaged although this should not restrict the Client’s use of any illustration within the negotiated usage rights.
    5. The Company will on demand and at the cost of the Client execute such deeds and documents as are necessary to give effect to this clause.
  6. Duty of Confidentiality
    1. Each party will use its best endeavours to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard.
  7. Client’s Responsibility for Implementation
    1. In the case of graphic design and three dimensional designs full responsibility for the implementation, production and manufacture of the Service shall remain with the Client
  8. Limitation of Liability
    1. The liability of the Company under the Contract or in tort shall not exceed the greater of the sums paid by the Client under the Contract or such sum as shall be receivable by the Company in respect of any claim under an insurance policy effected by the Company from time to time. The Company warrants that it maintains insurances.
    2. The Company will not be responsible for any default of any third party or sub-contractor, manufacturer or supplier.
    3. Except for death or personal injury caused by our negligent acts or omissions we shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement.
    4. The Client will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of the Client’s breach or default in the discharge of its obligations.
    5. In the event of the Company losing or damaging the Client’s goods, we will pay for the reasonable costs of the repair or replacement (less wear or tear) of the item or provide them with a full refund if we have been negligent.
  9. Publicity and Examples
    1. The Company shall have reasonable right to publicise its involvement in the Contract once the work that was the subject of the Contract is in the public domain.
    2. The Client shall provide examples of its products, the packaging, the marketing collateral and corporate identity of which is covered by the Contract to the Company free of charge and the Company may use them for its publicity.
  10. Legal
    1. The Contract shall be subject to English Law and under non-exclusive jurisdiction of the English Courts and the appropriate County Court jurisdiction shall be the Mayor’s and City of London County Court.
    2. The Space Creative Partnership Limited is registered in England, company no 05786125
    3. The company has its registered office at THE OLD DAIRY, MELLS, NR BATH, SOMERSET, BA11 3PE
    4. Any of these provisions which may be unenforceable shall (to that extent) be severable.

Upon agreement to proceed with the provision of Services, the Client shall be deemed to have agreed to and accepted these Conditions.