Terms & Conditions
Copyright, liabilities and responsibilities
1.1 Liabilities
One Shot Digital will ensure that to the best of common knowledge, copyrights and other third party rights will not be infringed upon within the work provided. All facts and statements made within the work will be checked to the best of our ability. However, One Shot Digital will not be held liable for any damages such as lost profits, lost savings, complaints, claims, litigation or any other incidental, consequential or special damages as caused by the completed project to yourself or any third party.
1.2 Client responsibilities regarding copyright
One Shot Digital shall ensure that releases are obtained for the appropriate releases, licences, permits and any other authorisation needed for items such as copyrighted materials, testimonials, photographs, art work or any other property belonging to a third party and used for this project.
When providing any text, images, or other artwork, the client will ensure that they are either owned by the client themselves or that the correct permission has been given for their use in this project.
1.3 Assignment of rights
Assignment of rights are acknowledged at project completion. Upon any termination of this agreement, provided that there are no outstanding debts owed to One Shot Digital by the client, we will transfer, assign and make available to the client all property and materials belonging to the client in our possession or control. The client agrees to pay for all costs associated with the transfer of materials.
One Shot Digital retains intellectual ownership over any bespoke design and/or development as part of a project including, but not limited to: illustrations, typeface development, code development, application development.
The copyright of all brand copy created under the purview of this contract is automatically assigned to the client upon completion.
One Shot Digital will provide the client with the appropriate source files and finished files at project completion. We are not required to retain a copy of any source or finished files once the project is complete. The client agrees to keep their copies safe for future use if needed.
One Shot Digital reserves the right to use all work created in this project for promotional material, such as case studies and advertising.
1.4 Confidentiality
Confidentiality will be adhered to by One Shot Digital regarding client assets and sensitive information. We acknowledge our responsibility during and after the project to take all reasonable effort to preserve client confidentiality as it pertains to any proprietary or confidential information or data disclosed to us during the course of this project.
Project details
2.1 Feedback
We’ll provide two rounds of amends within the work provided. Any further amends may incur extra costs, to be discussed with the client prior to execution.
2.2 Deadlines
Deadlines will be met to the best of the One Shot Digital team’s ability, with exceptional circumstances given as being beyond all reasonable control. Should an exceptional circumstance arise, the team will notify the client as soon as possible and make arrangements for the completion of the work.
2.3 Client cooperation
The client is responsible for providing all the necessary materials and the required feedback to complete the work to the agreed schedule. Missed deadlines due to a lack of provision of these materials or approvals will be viewed as the fault of the client and will result in the renegotiation of the schedule.
2.4 Client accuracy
The client will be responsible for providing accurate and complete information regarding their products and services. These will be provided either verbally or in writing by the client to One Shot Digital.
Costs, charges and billing
3.1 Out-of-scope and out-of-house charges
This proposal is provided in good faith, based on information agreed prior to its formulation. This project will not be provided on a fixed-cost basis. If there are out-of-scope charges or changes to the brief, specification or project as a whole, this may have an effect on the cost and budget stated in this proposal.
Any client requests that go beyond those listed in the initial agreed budget will be outside of the project scope, and a budget amendment will need to be made.
This agreement does not include any travel or accommodation expenses, unless otherwise stated. These will be considered out-of-scope charges.
The fees listed in this proposal exclude any costs of external work, unless otherwise stated. This includes external copywriting, photography, illustration, translation, licensing, font purchase/rental, printed visuals and other out-of-house costs.
Any out-of-scope costs will be discussed with the client as soon as we are aware of the need. We will require payment in advance for any out-of-house costs, which will always be discussed with the client prior to any action being taken.
3.2 Billing and payment
One Shot Digital will send an invoice for work completed at the end of the project. It is expected that this payment will be made within 14 days of the delivery of the invoice.
In the event payment is not made within 14 days, One Shot Digital will charge a late payment fee of 1% per week on any overdue invoice or unpaid balances not in dispute. This covers any costs incurred by One Shot Digital due to the delay in payment. We reserve the right to stop any further agreed work until payment is received.
In the event that the delay causes One Shot Digital to incur legal fees, costs and disbursements in an attempt to collect the payment due on an invoice, the client agrees to reimburse One Shot Digital for those expenses. This will be in addition to the interest on the unpaid balance.
One Shot Digital is not a VAT registered company.
Cancellation
4.1 Cancellation
Should the client wish to cancel this project, this will require a partial payment to cover any work completed before cancellation and any costs and expenses incurred prior to the cancellation. This also includes any non-cancelable commitments.
The partial payment will be calculated according to the relation of the cancellation to the deadline and will be based on the percentage of the work completed thus far. Work will stop immediately upon cancellation. Any liability relating to such action will remain with the client.
4.2 Termination for cause
Any party to this agreement may terminate the agreement should the other party default in the performance of its duties and obligations within this project, and the default is not resolved within thirty days of the receipt of notice of this default. This also applies if the default cannot be resolved within the thirty day period. However, it does not apply if the default begins to resolve the issue within thirty days and successfully completes the resolution.
Any party to this agreement may immediately terminate the agreement by giving written notice to the other party, should the other party be insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction. This also applies if the other party makes an assignment for the benefit of creditors; if a trustee, or similar agent is appointed with respect to any property or business of the other party; or in the case of the client, if the client materially breaches its obligations to make payment in accordance with this agreement.
4.3 Notice of cancellation
This Agreement shall become effective on contract signing and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.
4.4 Unpaid-for materials
If upon termination of this agreement, there are any materials provided by One Shot Digital or any services performed by our team for which the client has not paid us in full, until such time as the client has paid us in full, the client agrees not to use any such materials, in whole or in part, or the product of such services.
4.5 Severance of non-cancelable items/services
Any non-cancelable services, materials etc., that One Shot Digital has committed to purchase for the purpose of this project will be paid for by the client, in accordance with this agreement and its provisions.
We will use our best efforts to minimise the impact of any liabilities that result from the purchase of non-cancelable items or services, upon written notification from the client. One Shot Digital will provide written proof that the materials and services are non-cancelable upon request.
General provisions
5.1 In the event of an unlawful, void or unenforceable provisions
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
5.2 Contract transfer
This contract cannot be transferred to any other party without express permission. Should this contract describe an ongoing project, it need not be renewed.
5.3 Governing law
This contract acts as a legal document under the exclusive jurisdiction of English courts.
5.4 Representations and warranties
Each party individually represents and warrants that they have full power and authority to enter into this agreement and to perform all of their obligations as agreed, without violating the legal or equitable rights of any third party.
5.5 Entire agreement
Except as otherwise described or referred to in this agreement, this agreement constitutes the sole and entire agreement and understanding between the parties with regard to this project. It supersedes all prior discussions, agreements and understandings of every kind and nature between them on this project.