MicroGraphix Design Services Ltd.
Terms & Conditions of Engagement.

Graphic Design

1.0 The project The commission and brief shall be confirmed in writing before proceeding, the services and fees being stated, together with an estimate of cost for the various stages. No work will be commenced without written agreement.

2.0 Proofs Proofs of all work may be submitted for customer’s approval and MicroGraphix Design Services Ltd (hereafter called MGX studios) shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra.

3.0 Delivery and Payment (a) Delivery of work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed the ownership shall pass and payment shall become due.

(b) MGX studios shall not be liable for any damage to or discrepancies in quantities in delivered materials unless notified by the client within 48 hours of delivery.

(c) Unless otherwise specified, the price quoted is for delivery of the work to the customer’s address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.

(d) MGX studios shall be paid such a fee in such currency as has been agreed (including where relevant VAT or other statutory additions) together with all related costs and expenses. All monies so due shall be paid during the month following the submission of the account by MGX studios. For continuing work: after the presentation, accounts will be submitted by MGX studios at the end of the month for work carried out during that month, or at set stages in the work as agreed in advance. MGX studios shall be entitled to charge interest at the cumulative rate of 4% per annum above bank base rate on all sums due and in respect of each calendar month after such sums have become due and payable.

4.0 Non payment Until all fees, costs and expenses have been paid the ownership in all artwork or any other physical material produced by MGX studios (including but without limitation sketches, drawings, visuals or dummies) shall remain with MGX studios who shall be entitled to enter the premises of the client and to recover all such artwork and physical material if any such fees, costs or expenses remain unpaid (whether wholly or in part) after they have become due to be paid.

5.0 Use of work a) The design or other work carried out in accordance with the commission shall not be used for any purpose other than that for which it was commissioned (without the prior written approval of MGX studios).

b) In no circumstances may any work in rough or uncompleted form be used or published as finished work without the prior written approval of MGX studios.

c) MGX studios shall at all times be entitled to use for purposes of promotion any of the commissioned work or any description or illustration of the commissioned work (even if the intellectual property rights have been assigned to the client).

6.0 Modifications No modifications or alterations to any designs or other work created for the commission may be made without the consent of MGX studios. Any agreed modifications or alterations shall only be carried out by or under the supervision of MGX studios and shall be paid for at a rate agreed with MGX studios in advance. In the event of any reprints being obtained by the client, these shall not differ in any way from the originals supplied, without the consent of MGX studios.

7.0 Design credits a) MGX studios asserts its right to be identified as author of any design work which has been created as a result of the commission and any publication of that work thereof on any finished product shall bear a clear and distinctive credit to MGX studios as approved by MGX studios.

b) MGX studios’ name, signature or trading style shall not be registered in any way or used upon or in relation to any of the commissioned work unless asserted as above or approval in advance by MGX studios in writing.

8.0 Intellectual property rights a) Any design or registered rights arising in all or any of the work created by MGX studios shall be assigned by the client and belong to MGX studios.

b) All intellectual property rights arising in all or any of the work created by MGX studios are and shall remain the property of MGX studios unless assigned in writing after payments of all fees, costs and expenses have been paid. Any fees paid to MGX studios shall not be deemed to include the assignment of any such intellectual property rights.

9.0 Legal requirements It is the client’s responsibility to ensure that the work complies with the laws of the country for which it is intended.

10.0 Termination of agreement Any agreement between MGX studios and the client shall terminate (a) if either party commits a breach of it and fails to remedy the breach within fourteen days after receiving notification in writing from the other party specifying the breach and requiring its remedy (b) if the other party commits any act of bankruptcy or commences any proceedings or winding up (other than for the purposes of amalgamation or reconstruction) or if any Administrator, Receiver or Liquidator is appointed for the whole or any part of the business of such party.

11.0 Consequences of termination a) On termination or postponement of the commission,or any part of it, for any reason MGX studios shall be entitled to full remuneration for the work completed to the date of termination or postponement, together with all costs and expenses.

b) If any of the intellectual property rights in any of the commissioned work have been assigned to the client, such rights shall in the event of termination or postponement automatically revest in and shall be assigned to MGX studios and the client shall sign all documents and do all such acts in order to fulfil the same.

12.0 Force majeure a) MGX studios shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the forgoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation of furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency, the customer may give written notice to MGX studios to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

13.0 Law These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.

Photography

1.0 The commission The placing of an order by the client shall be in writing to MGX studios on the client's official order form or letterhead. MGX studios may accept orders orally but accepts no liability for any error in executing the order in the absence of written confirmation. These Terms & Conditions shall apply equally to an order given and accepted orally.

2.0 Cancellation In the event of the client cancelling an order, MGX studios reserves the right to charge a cancellation fee of 75% of the agreed fee, plus any additional cancellation charges made by models, stylists, set builders and other third party contractors.

3.0 Prices & payment The price list published from time to time by MGX studios or specificestimates requested by the client are exclusive of VAT which shall be added to all charges at the current applicable rate. All monies so due shall be paid during the month following the submission of the account by MGX studios.

4.0 Liability MGX studios will take reasonable care in the handling of all property belonging to, or lawfully in the possession of the client. MGX studios will, however, take no responsibility for any loss or damage to such property howsoever caused. It shall be the responsibility of the client to ensure adequate and appropriate insurance cover for any property deposited with MGX studios for the purposes of the commission or in transit to the client from MGX studios.

5.0 Copyright The copyright in all photography by MGX studios shall be and shall remain the property of MGX studios in accordance with the Copyright, Design and Patents Act 1988.

6.0 Ownership of material All original photographic images which are created by MGX studios shall remain the property of MGX studios, and MGX studios shall undertake to file and store all such images safely and to make them available for further reproductions. Where MGX studios gives possession of original images to the client, such images nevertheless remain the property of MGX studios.

7.0 Copying of photography and other artistic works In commissioning MGX studios to copy any existing photographs or other artistic work, the client certifies and warrants that:
i) No copyright exist in the material(s); or ii) That the client is the owner of the copyright in the material(s) and that any reproduction by MGX studios will not infringe the rights of any existing licensee; or
iii) That the client has the valid authority of the copyright owner to authorise the reproduction of the material(s) as required by the order.

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