
These terms and conditions should be read and understood (where applicable in conjunction with any quotation provided by Retrograffica Ltd.) and structure an obligatory agreement between the client(s) and Retrograffica Ltd.
- These terms and conditions apply in full and exclude all other terms and conditions whether provided by the client or any third party unless previously agreed by Retrograffica Ltd. in writing.
- Retrograffica Ltd. do, in consideration of the payment to them by client to of the fees as accepted in the quotation, agree to provide the goods and/or services described in the same quotation subject to these terms.
- The client will co-operate with and act in good faith towards Retrograffica Ltd. and provide on request such source materials including those listed in the quotation.
- When Retrograffica Ltd. is in receipt of written confirmation (inc email correspondance) of acceptance of the provided proposal we will commence work. No works will be entered into until such notification has been received. Unless previously agreed in writing and signed by Retrograffica Ltd., the client shall pay Retrograffica Ltd. the monies as prescribed on an official invoice without deduction within 14 days of the date of invoice. We reserve the right to charge interest on outstanding accounts at a rate of 4% above the base rate for the time being of the National Westminster Bank PLC from the date by which the invoice should have been paid.
- Retrograffica Ltd. shall be entitled to charge a one-off administration payment of £25 or 5% of the invoice value; whichever is the greater, on any overdue payment. Any additional reasonable costs incurred in the collection of such overdue payments will also be payable by the client.
- Retrograffica Ltd. may charge additional fees in the event of delays or additional works caused or required by the client, including its failure to provide Retrograffica Ltd. with such information, materials, instructions, media or approvals, as are reasonably required for the supply of the works, appropriately and/or on time. Retrograffica Ltd. also reserves the right to make additional charge in the event of changes to the cost of labour, materials, services and other conditions outside of Retrograffica Ltd. reasonable control, or the client requires the supply of additional or varied works, goods and services in addition from those described in the quotation to which these terms apply. We may also recover our reasonable expenses, including meetings, travel and subsistence, courier services and the purchase of relevant publications. Car mileage, where applicable, will be charged at £0.40 per mile. Where applicable we will also charge VAT on the total of fees and expenses at the rate current at the date of invoice; normally this applies only to clients in the UK and certain categories of client in the European Union.
- If the client requires any change or alteration to the works stated in the quotation, Retrograffica Ltd. and the client shall, prior to any change being implemented, will agree the nature of the change, the procedures for implementation of such a change; and the deviation to the quotation in respect of the fees. Retrograffica Ltd. will continue to provide the goods and/or services described in the quotation until any such change has been formally proposed and agreed by both parties. Unless notice is given to the contrary within fourteen (14) working days specifying any issues arising, the final artwork shall be deemed to have been accepted and the assignment completed satisfactorily.
- All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Retrograffica Ltd., in supplying the works and under this agreement will vest in and belong to Retrograffica Ltd. unless otherwise agreed and specified in writing on the Request or otherwise and signed by both Parties. Retrograffica retains the right to showcase all artwork in our online and offline portfolio and in any other promotional materials. Retrograffica Ltd. retains the right to feature the phrase 'site by Retrograffica' with a link to the Retrograffica Ltd. homepage on every website produced, unless previously agreed upon in writing by both parties.
- In consideration of, and upon payment of, the fees in full, the client shall have the rights of Use as set out in the quotation. Such rights shall take effect on receipt by Retrograffica Ltd. of the fees. Where no such rights are specified the client is granted a non-exclusive license to use the works for the purpose described in the quotation. Rights of Use shall be extended only with the consent of Retrograffica Ltd. and payment of additional fees.
- Confidential information that you provide to us will be kept confidential. We expect to be granted the right to discuss confidential items with official bodies in so far as this is necessary to perform the agreed tasks. The client undertakes that it will keep secret and confidential the terms of this agreement and any information supplied by Retrograffica Ltd. in connection with this agreement or the business of Retrograffica Ltd. (including the Proposal) and the works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Retrograffica Ltd. prior written consent provided that this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the client prior to the commencement of the negotiations leading to this agreement or which is in the public domain (other than as a result of a breach of this Clause); the client undertakes to Retrograffica Ltd. to indemnify and hold harmless Retrograffica Ltd. in full and defend at its own expense Retrograffica Ltd. against all costs, damages and losses incurred by Retrograffica Ltd. arising out of its use of the Materials or breach by the client of this clause.
- The client shall not modify, adapt, translate or reproduce the works except with the prior written consent of Retrograffica Ltd. or as otherwise permitted by law where all modifications, adaptations, translations shall belong to and vest in Retrograffica Ltd. unless otherwise agreed and specified in writing on the quotation.
- Retrograffica Ltd. warrants that it will use reasonable efforts to ensure that the works do not infringe the copyright of any third party. However Retrograffica Ltd. accepts no responsibility for any infringement of copyrights to any third party, this responsibility lies firmly with the client.
- The client shall inspect the works regularly and shall inform Retrograffica Ltd. immediately if it wishes to reject any part of the works because such do not comply with the quotation or are defective in material and workmanship; if the works do not comply with the quotation or are defective in material and workmanship Retrograffica Ltd. liability shall be limited to correcting such defects within a reasonable time. It is the responsibility of the client to check the final artwork carefully. Approval indicates that the artwork is acceptable in its current form.
- Client shall only be entitled to reject the Works because such do not comply with the quotation or are defective in material and workmanship Rejection without good reason shall be deemed a breach of these terms.
- Retrograffica Ltd's. liability for any loss or damage direct or otherwise and howsoever caused whether intended or not, including negligence, or otherwise shall not exceed the amount invoiced by Retrograffica Ltd. to the client hereunder. Retrograffica Ltd. shall not be liable to Client for any consequential loss or damage.
- When instructions or advice are given or received orally by Retrograffica Ltd., it shall have no liability to Client for any misunderstanding or misrepresentation, which may arise in relation thereto except in relation to fraudulent misrepresentations. Retrograffica Ltd. shall have no liability to the client in respect of the materials.
- Retrograffica Ltd. gives no warranty, representation or undertaking in relation to any third party materials or works. Prior to any selection, use or reproduction by the client of works, Retrograffica Ltd. shall use reasonable efforts to, on reasonable request, provide the client with copies and evidence of such rights, clearances, permissions and licenses as shall be necessary for the use of the works by the client.
- Retrograffica Ltd. shall be entitled to immediately restrict, suspend or terminate the works and the client's use of any works and or terminate this Agreement upon the client's material breach of this agreement (including without limitation the non-payment of any sum as and when due) unless the client remedies such breach within 14 days of its occurrence. We will make all reasonable endeavors to complete our assignment within the time indicated in the proposal made to you. However, Retrograffica Ltd. will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of Retrograffica Ltd. including without limitation Internet outages, communications outages, fire, flood, war or act of God.
- The client may not unilaterally cancel its order of the works or otherwise terminate this agreement (except for material breach by Retrograffica Ltd. of a fundamental term of this agreement) at any time without full payment of the fees.
- Any artwork and recommendations that we produce will relate to the time at which they are given and it may be that they will cease to be current if a significant period of time elapses before they are acted upon. We will not be liable for the results of any actions taken by you or by other parties where the actions were not in full compliance with our recommendations. Save in respect of death or personal injury our liability in respect of any breach of the contract between us or any negligence or tort shall be limited to the fees to which we are entitled under the contract and we shall have no liability for any consequential loss.
- You agree that you will not solicit the services of the individuals we have proposed to you for this assignment without the direct involvement of Retrograffica Ltd. for a period of two years from the date of the proposal made to you or from the date of completion of the assignment, whichever shall be the later.
These Terms of Business are subject to the law of England and Wales and may be enforced in the courts in that jurisdiction.
Retrograffica Ltd. Registered in England No. 5718712, VAT Registration No. 880 6354 09
Registered Office. 10 Milton Court, Ravenshead, Nottinghamshire. NG15 9BD
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