These Terms and Conditions (“T&Cs”) govern the agreement between you (the “Client”) and Kaizen Print LTD trading as Kaizen Studio (the “Agency”) for the provision of creative, design, digital, and strategic services.
1. Definitions
| Term | Definition |
|---|---|
| Agency | Kaizen Print LTD (Company Reg. No. NI627027), trading as Kaizen Studio. |
| Client | The individual, company, or entity engaging the Agency’s services. |
| Services | The creative, design, branding, campaign development, web design, strategic, and/or performance optimisation services provided by the Agency to the Client, as detailed in the SOW. |
| Project | The specific engagement or body of work undertaken by the Agency for the Client. |
| SOW | The Statement of Work, Proposal, or Project Brief, which is a separate document outlining the specific Services, timelines, fees, and deliverables for a Project. |
| Deliverables | All final artwork, designs, code, copy, strategies, or materials produced by the Agency and explicitly identified in the SOW for transfer to the Client. |
| Client Materials | Any information, documents, content, media, software, or other materials provided by the Client to the Agency for use in the Project. |
- Acceptance and Commencement
2.1. These T&Cs, together with the specific SOW, form the entire agreement (the “Agreement”) between the Agency and the Client.
2.2. The Client is deemed to have accepted these T&Cs upon:
- a) Signing theSOW;
- b) Instructing the Agency tocommencethe Services; or
- c) Making any payment towards the Project.
2.3. The Agency will not commence work until a signed SOW (or equivalent written acceptance) and any agreed-upon initial payment/deposit have been received.
- Fees and Payment
3.1. Fees: The total fees for the Services are specified in the SOW. Unless otherwise stated, all fees are exclusive of VAT or any other applicable taxes, which will be added to the invoice.
3.2. Payment Structure: Payment terms, including any required deposits, milestones, and final payments, will be clearly defined in the SOW.
3.3. Invoicing: Invoices are typically issued electronically and are payable within [e.g., 14 or 30] days of the invoice date.
3.4. Late Payment: The Agency reserves the right to charge statutory interest on overdue invoices at a rate of [e.g., 8%] per annum above the Bank of England’s base rate, compounded daily, or as permitted under applicable UK/Irish law. The Agency may also suspend work or withhold Deliverables until all outstanding amounts are settled.
3.5. Expenses: Any agreed-upon out-of-pocket expenses (e.g., travel, stock photography licenses, third-party software) incurred by the Agency on behalf of the Client will be invoiced separately and are due for immediate payment.
3.6. Revisions and Out-of-Scope Work: The SOW includes a defined number of revisions/feedback cycles. Any work requested by the Client that falls outside the scope defined in the SOW will be subject to additional fees, charged at the Agency’s standard hourly rate, and must be approved in writing by the Client before being undertaken.
- Client Responsibilities
4.1. Co-operation: The Client agrees to actively cooperate with the Agency by providing prompt feedback, approvals, and access to necessary Client Materials and resources (e.g., existing branding, hosting access, key contacts).
4.2. Delay: Any delay in providing Client Materials, feedback, or approvals that impacts the agreed Project timeline will not be the responsibility of the Agency. The Agency may, at its discretion, adjust the Project schedule and/or charge a reasonable fee for delays that cause disruption.
4.3. Content and Legality: The Client is solely responsible for ensuring that all Client Materials provided to the Agency, including text, images, trademarks, and intellectual property, are owned by the Client or that the Client has the necessary permissions and licences for their use. The Client warrants that all Client Materials are legal, decent, and do not infringe on any third party’s rights.
- Intellectual Property Rights (IP)
5.1. Agency IP: The Agency retains all IP rights in any methods, code (unless otherwise agreed), tools, templates, or underlying proprietary technology used in the creation of the Deliverables (“Agency IP”). The Client is granted a non-exclusive, non-transferable licence to use the Agency IP solely to operate and use the Deliverables for the intended purpose.
5.2. Project IP: Upon full and final payment of all invoices related to the Project, the Agency will assign to the Client the full, exclusive IP rights in the final Deliverables as explicitly defined in the SOW (e.g., final logo design, final website code, final campaign artwork).
5.3. Unused Concepts: Ownership of all draft concepts, preliminary designs, source files not listed as Deliverables, and alternative ideas created during the Project but ultimately unused, remains with the Agency.
- Warranties and Limitation of Liability
6.1. Warranty: The Agency warrants that the Services will be performed with reasonable care and skill, in a professional and timely manner, and in accordance with generally recognised industry standards.
6.2. Limitation of Liability: The Agency shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses. The Agency’s total aggregate liability under this Agreement, however arising, shall in no event exceed the total amount of fees paid by the Client to the Agency for the specific Services to which the claim relates.
6.3. Exclusions: The Agency is not responsible for issues arising from changes made by the Client or any third party to the Deliverables after final handover, or for any loss, damage, or legal liability related to the Client Materials.
- Confidentiality
7.1. Both parties agree to keep confidential all non-public information concerning the other party’s business, financials, processes, and strategies (“Confidential Information”), which is obtained during the course of the Services.
7.2. The Agency may, however, feature the Client, a description of the Services, and the Deliverables (e.g., website, campaign materials) in its promotional materials, case studies, and portfolio after the Deliverables have been publicly launched, unless the Client explicitly notifies the Agency in writing of a restriction.
- Termination
8.1. Termination for Convenience: Either party may terminate the Agreement by giving the other party [e.g., 30 days’] written notice.
8.2. Payment upon Termination: In the event of termination by the Client for convenience, the Client agrees to pay for all Services performed up to the termination date, plus any third-party expenses or cancellation fees incurred by the Agency. If the Agreement is terminated prior to Project completion, no IP rights in the unfinished Deliverables shall be transferred to the Client until all outstanding invoices, including those for work completed up to the termination date, are paid in full.
- Governing Law
9.1. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Northern Ireland, UK.
9.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland for the settlement of any disputes arising out of or in connection with this Agreement.