Definition

1.     Agreement means the quotation, acceptance and the following terms and conditions.

2.     Work, or works means designs, illustrations, graphics, sketches, or other original artwork or compositions created by OhhhKaye, it may also describe other services such as administrative work meetings and other tasks which are necessary in the creation of artwork.

3.     OhhhKaye means OhhhKaye.co.uk or Kaye Sedgwick-Jones.

4.     The Client means the company or individual who requested the work.

5.     Amendments means any alteration to any work.


The Agreement

1.     These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealings the client has had with OhhhKaye.

2.     These terms and conditions apply to all work created by OhhhKaye. Work services or products are only supplied in strict accordance with these terms and conditions.

3.     These terms and conditions shall be subject to English Law.

4.     The contents contained in the quotation and these Terms and Conditions form the agreement between OhhhKaye and the Client relating to the work, no variation on them will be binding to OhhhKaye.

5.     Each clause of this Agreement is independent and operates separately in its own right.

6.     By agreeing to these terms and conditions your statutory rights are not affected.

7.     Should OhhhKaye decide to waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit OhhhKaye to waive the same clause on any other occasion.

8.     Any alterations or variations of these terms and conditions shall be inapplicable unless agreed in writing by all parties concerned before commencement of any work.

9.     Ordering services or using work created by OhhhKaye is automatically agreeing to these terms and conditions.


Guarantee

1.     OhhhKaye shall create the agreed work for the use of the client. The client may use the Artwork only in its original form and only for its original use.

2.     All work will remain the property of OhhhKaye until the client has paid the full amount invoiced.

3.     OhhhKaye shall create work to the specifications of the client and will make amendments to said work at the client’s request.

4.     Once the work is complete and all monies to OhhhKaye are paid in full the work can be used by the Client.

5.     Work created by OhhhKaye can only be used for additional uses if agreed by OhhhKaye in writing and signed by one of the partners.

6.     The client shall agree not to sell, destroy, deface, reset, alter or part with work created by OhhhKaye or permit it to be done so by a third party.

7.     The client shall ensure that the terms of its order and any applicable specification are complete and accurate.


General

1.     Work created by OhhhKaye is charged to the client based on an hourly charge or agreed set fee or quote.

2.     Once work has commenced the full charge of the quote is chargeable to the client.

3.     Deadlines set in the agreement will not affect OhhhKaye’s right to be paid.

4.     OhhhKaye’s hourly charge is no less than £45(GBP) per hour

5.     If work is cancelled the client shall reimburse OhhhKaye for any and all losses arising. In the event that work is cancelled ownership of the artwork remains the property of OhhhKaye and the Client is not authorised to use any part of the work.

6.     Ownership of the work shall not pass to the client until all charges have been paid in full and transfer of ownership is agreed by OhhhKaye.

7.     All work created by OhhhKaye for the client is to be used for the soul purpose for which it was created. The client does not have the right to resell work created by OhhhKaye or repurpose it without written consent from OhhhKaye.

8.     OhhhKaye is entitled to assign any or all of its rights and obligations included in this agreement to sub-contractors.

9.     OhhhKaye will not be responsible for the creation of work which in any way contravene any existing Legislation and in particular the Trade Description Act 1968 and the Consumer Credit Act 1974.

10.  OhhhKaye reserves the right to refuse to provide service or create work at its own discretion.

11.  OhhhKaye cannot always guarantee to start work immediately.

12.  If no timescale has been agreed for a project OhhhKaye will not be responsible for any losses to the client if deadline is not met.

13.  Once the work meets the terms of the quotation with its specifications any modifications to the work will be considered an amendment to the contract and charged accordingly.

14.  If, during development of a design the client does not supply any agreed content required in order to complete a commission within the anticipated time frame OhhhKaye will invoice up to the full amount quoted, including all maintenance and monthly charges equal to a minimum of 24 months after cancellation.

15.  If, during development of a design the client does supplies any agreed content late then there may be additional charges due to the overrun of the project – which stops us from working on further contracts. In the case of websites full payment is due once the underlying structure and architectures of the site is setup.

16.  OhhhKaye reserves the right to subcontract and the client hereby agrees.

17.  Amendments may incur an additional charge beyond that of the original invoice.

18.  All amendments must be agreed by both OhhhKaye and the client.

19.  Amendments may exceed original deadlines agreed by OhhhKaye and the client.


Payment

1.     The client shall pay OhhhKaye the full price of the invoice within 30 days after work has been completed.

2.     OhhhKaye expects payment by cheque, electronic bank transfer or cash within 30 days after work has been sent.

3.     All quotes and tenders are valid for a period of 30 days.

4.     Interest will be charged per day on all payments received outside of payment terms at the rate of eight per cent above the Bank of England Base Rate as applicable on the previous 31December or 30 June whichever is the most recent.

5.     Extensive reworking of design work which OhhhKaye considers unreasonable will be charged at £50 per hour, including any traveling time plus travel expenses not less than the actual cost incurred.

6.     Whilst outstanding payment is due OhhhKaye reserves the right to withhold the designs services or goods.

7.     OhhhKaye shall not be expected to wait for items that are the client’s responsibility before payment is due.

8.     Any payment returned by the bank or card company will incur £15 admin charge as well as any charges made by the bank

9.     In case collection proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process. If for any reason whatsoever OhhhKaye are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.

10.  All administrative fees to third parties and the time taken to organise will be charged to the client irrespective of any quoted amount set out in the quotation with its specifications.

11.  Work created by OhhhKaye, once completed, may or may not be used by the client. In the event that the work is not used all payment must still be made, including any monthly fees quoted for of a minimum of 24 months from the time of cancellation.


Cancellation & Termination

OhhhKaye may by written notice terminate any agreement at its discretion:

1.     If the client fails to pay invoice which has become overdue.

2.     If the client breaches any of the terms of the agreement.

3.     If OhhhKaye discovers that the client’s use of work produced is unethical misleading or morally corrupt.

4.     If the client’s use is in anyway harmful to OhhhKaye or its reputation.

5.     The client may cancel the agreement at anytime but may be invoiced up to the full amount quoted based on the degree to which the work has been completed and on the extent to which time has been allocated to the project that cannot be effectively used to generate revenue that would be otherwise lost.

6.     If at any time payment due from the client is overdue by more than thirty days, OhhhKaye will not be bound to fulfil any of its obligations and may at its discretion notify the client in writing.

7.     If the client breaches this agreement or fails to put right that breach within a period of thirty days after OhhhKaye has informed the client in writing, OhhhKaye may at any time give notice of termination of this agreement and ownership of the work will remain that of OhhhKaye and the client will not be permitted to use any part of the work.

8.     If the client is or includes a company, which enters into liquidation, voluntary or otherwise, or includes an individual that commits an act of bankruptcy then OhhhKaye may terminate this Agreement automatically and without notice.


Liability

1.     OhhhKaye shall have no liability under any circumstance whatsoever to the client for financial loss or loss of profit.

2.     Under no circumstances shall OhhhKaye have any liability for any deliberately wrongful act by an employee or sub-contractor of OhhhKaye unless such an act could have been avoided by the exercise of due care and diligence on the part of OhhhKaye.

3.     OhhhKaye will not be held responsible under any circumstances whatsoever to the Client for a lack of profit from any promotional work created.

4.     If for any reason OhhhKaye cannot provide and agreed service our liability will be limited in its entirety to a proportional refund of any fees paid by the client for the service or product.

5.     In no event will OhhhKaye be liable to the client or any third party for damages or losses.

6.     OhhhKaye will not be liable for any loss of profits, including interest earned or savings to the client.


Communication

1.     OhhhKaye‘s preferred method of communication is by email or phone. Invoices will be sent by email and shall form legal document just as if sent by traditional post.

2.     The design process will be undertaken by telephone conferencing and email with samples sent via email in low res and watermarked. Any file submissions on computer disk or other methods as appropriate to the client’s particular needs and circumstances.

3.     Replying positively to an email sent by OhhhKaye will be treated as acceptance of and agreement and these terms and conditions to pay the quoted price in full. This includes any alterations.

4.     OhhhKaye shall not be held responsible for spelling mistakes or typing errors once the proof has been approved.

5.     Signatures are not required to start a contract; verbal communication, email or other exchanges are legally binding.


Copyright

1.     All material, both text and images supplied by the client and used in the construction of the client’s website, print work or designs, will remain the client’s property.

2.     It will be assumed that material supplied by the client is the property of the client and OhhhKaye holds copyright of all work created unless otherwise decided or declared.

3.     In any event OhhhKaye holds all copyright of any work until the bill is paid in full.

4.     OhhhKaye assumes you have permission from the rightful owner to use any images or design elements that you provide for inclusion in the website, and will hold harmless, protect, and defend OhhhKaye from any claim or suit arising from the use of such elements.

5.     OhhhKaye retains the right to display graphics and other content elements as examples of our work in our portfolio and as content features in other projects. OhhhKaye also retains the right to place a discreet text link at the bottom of the website page(s).


Data Protection
& GDPR

Please also see Privacy Policy for full details on how your data is used and stored with OhhhKaye.

1.     The client must have the right to share any information, which it submits to be included in any work created by OhhhKaye.

2.     It will be assumed that data supplied by the client is the property of the client, or that the client has the express permission of the owner to share the information.

3.     In the case of any websites created by OhhhKaye which are involved in the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts and related regulations. OhhhKaye will take no liability for any issues arising from Data Protection Acts.

4.     In the case of any e-commerce websites created by OhhhKaye the client is responsible for ensuring appropriate security for the users of the website or other service. It is the client’s responsibility to carry out all transactions legally and fairly. Furthermore, security of personal information gathered by the site is the sole responsibility of the client.

5.     OhhhKaye will never pass on or sell any of your (the clients) details, data or information that OhhhkKaye holds on you to any other parties at anytime.

6.     Only I (Kaye Sedgwick-Jones of OhhhKaye) have access to any of your personal or business data.

7.     When working with OhhhKaye, the client or individual automatically agrees to be added to a database/list of clients and a newsletter/mailing list with OhhhKaye. However, they can request the withdrawal of some or all of their personal data from these lists at anytime. Please see Privicy Policy for more details.

8.     I make it easy for individuals to withdraw their consent to any data being held or to be unsubscribed to the newsletter at any time, and publicise how to do so. 

9.   OhhhKaye will not penalise individuals or clients who wish to withdraw consent of data being held or who unsubscribe to the newsletter.

10.   You are welcome to see the information OhhhKaye holds on you at any time and to ask OhhhKaye to amend or delete any details held or be subscribed to the newsletter. OhhhKaye will endeavour action any request within 30 days. Please email requests to: hello@ohhhkaye.co.uk or call on 07870 662180

 


Advice

1.     Any advice given for any reason by OhhhKaye will be accepted as an opinion and as such the client agrees that prior to acting on said opinion to first obtain professional advice.

2.     You also agree that OhhhKaye will be indemnified of all liability for any decisions or actions performed as a result of advice given by OhhhKaye.

3.     It is not possible and we do not guarantee that ideas or suggestions put forward by OhhhKaye will increase traffic to the client’s website, improve the client’s ratings with search engines or boost/guarantee the client’s sales.