our terms and conditions of business

By commissioning a project from ByInstinct in writing or email, or by paying a proforma invoice you (the Client) accept our following terms and conditions of business, which are subject to change.

1.        Cancellation:

Completed work must be paid for in full. Should the project be terminated by the client prior to completion, then fees will be due for work done up to that point, and any expenses incurred.

2.        Deadlines, project creep and delays:

1. Deadlines are agreed on the strict understanding that they are subject to the prompt and accurate supply of relevant information by the Client and that adequate extensions will be automatically granted if changes are made to work in progress.

2. If ByInstinct deem it necessary to work unsociable hours in order the meet a deadline where short notice has been given, the Client may be subject to a rush charge on top of the designers' standard rate.

3. A project re-start fee will be applied where there’s a prolonged delay or project stoppage caused by delays in content provision and sign-off from the Client.

4. If the project stalls for a period of 30 days or more due to delays caused by the Client, ByInstinct reserve the right to invoice in full and complete the project to the best of our ability with content provided.  Delivery timelines will be adjusted accordingly.

3.       Changes to technical and creative:

The technical architecture will be finalised during the first stage of the project. Once the functional and technical architecture scope has been agreed and signed off, up to three minor client changes are permitted at the development team’s discretion. Major variations to functional and architectural requirements will incur a further cost. During the creative process ByInstinct will present designs to meet the creative brief and technical requirements. Once a design has been accepted and signed off, up to three client changes are permitted at the creative team’s discretion. Major deviations from the agreed artwork will incur a further cost.

4.       Modifications and changes after sign-off:

1. Client corrections, additions and amendments made outside the initial brief, will be charged on an hourly basis plus expenses incurred together with a standard mark-up for administration.

2. Changes to previously signed off items either design, architecture, programming or otherwise will be charged on an hourly basis; the Client will be notified of the various sign-off points via email.

3. ByInstinct accepts responsibility in the unlikely event of any mistakes or omissions incurred from initial design through to finished artwork. Beyond this point however, it is the Client’s responsibility to thoroughly check artwork before progressing to print, or in the case of online work - before it goes live.

5.        Acceptance:

1. Upon final sign off and site publishing, a 14 day period is allowed for Client acceptance testing.

2. Any requests logged with ByInstinct during the 14 day period will be considered for implementation under the original contact terms. Requests made outside this period will be treated as a change request or new project.

6.       Payment:

1. Project payments will be split 50/50 with 50% due on agreement of contract, and the remainder 50% plus any additional costs due on completion of the project.  The Client agrees to settle all accounts within 14 days of receipt of the final invoice.

2. Queries regarding any invoice submitted to the Client shall be raised by the Client in writing, within 5 days from invoice receipt.

3. The Client shall bear all legal costs incurred by ByInstinct in recovery of any outstanding debt owed by the Client to ByInstinct.

4. In accordance with the Late Payment of Commercial Debts (interest) Act 1998, ByInstinct reserve the right to charge interest at 8% above base rate per month if invoice is unpaid after 21 days.

5. All expenses incurred by ByInstinct on behalf of the Client will be subject to a handling charge of 12.5%.

6. Late payment may result in variation on delivery schedules, please advise on any issues with payment in advance to avoid alterations to schedules.

7. Late payment for domains and web services may result in withdrawal of services, for which a restart fee will be applied; late payment could also result in losing a domain.

7.        CMS license, programming, front end and backend code:

The end user CMS license will be issued for the exclusive use of the specified project; there are no restrictions on alterations or modifications. The CMS may not be modified, sold or used for any other purpose other than the specified project.  Bespoke code built for the CMS system will be assigned to the Client on full settlement of outstanding invoices.

8.       Copyright and usage:

1. In accordance with the United Kingdom Copyright, Designs and Patents Act 1988, the copyright and moral rights in graphic art is vested in the designer (ByInstinct). On payment of all fees and costs due in respect of creating the artwork(s), ByInstinct grants to the Client the exclusive license to use the artwork in the specified territory in connection with this project, in the form and supplied by ByInstinct. No adaptation or other rights are granted by virtue of this agreement. Merchandising rights are excluded from this agreement. All rights not expressly granted herein are reserved by ByInstinct.

2. The copyright of artworks can be bought by the Client to override clause 8(1) and would involve a separate written agreement.

3. Where the work is used for purposes other than that of the specific commission, ByInstinct shall be entitled to charge the Client for such usage at the prevailing company rates.

9.        Artwork:

ByInstinct retains ownership of all original artwork, design, copy, script or sound; (whether preliminary or final) and the Client shall ensure that such artwork is returned to the designer immediately after use. Artwork is licensed for the exclusive use of the specified project; there are no restrictions on alterations or modifications. The artwork may not be sold or used for any other purpose other than the specified project. Any license granted to the client to use the artwork is only valid when all outstanding accounts have been settled with ByInstinct.

10.     Credit / Publication:

1. ByInstinct shall have the right to credit themselves on any parts of commissioned work. The wording of such credit shall follow reasonable standard practice.

2. ByInstinct shall have the right to have their credit removed from the commissioned work, or any part thereof, if, in the opinion of the Creative Director, such inclusion is detrimental to the good of the company.

3. Notwithstanding any rights herein granted, ByInstinct reserves the right to reproduce any of its design(s) and /or artwork(s) in publications, books and periodicals and collections of the company's work.

11.      Confidentiality:

ByInstinct acknowledges that in order for ByInstinct to properly perform its duties hereunder that it may gain access to or acquire knowledge or information about the Client that is confidential including, but not limited to, management or financial information, schedules, details of events, personnel and floats, names and product details of other sponsors, official suppliers and parties interested in becoming sponsors and official suppliers to the Client, personnel and prospective changes to personnel, marketing and planning strategies, promotional PR events, technical details relating to the Client and other information which the Client considers to be confidential (“Confidential Information”).

ByInstinct agrees that they shall have no right or interest in any Confidential Information and shall not, whether during the continuance of the Agreement or after its termination (for whatever reason and howsoever terminated), without the prior written consent of the Client, disclose the same at any time to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever and it will not make use of any Confidential Information for its own purposes or for the benefit of any other person or entity (including but not limited to any clients or customers or business associates or group members of ByInstinct) under any circumstances.
 
ByInstinct agrees and undertakes that upon request from the Client and, in any event on termination of this Agreement (for whatsoever reason and howsoever terminated), it shall forthwith return to the Client all documents, files, computer disks and data that contain or derive in any way from Confidential Information.