TERMS & CONDITIONS
These terms and conditions of business apply to all services provided and projects carried out by Visual Native (“Visual Native”) for its clients to the exclusion of all other terms and conditions of business whether express or implied.
No contractual relationship exists with the client until Visual Native provides services, or accepts the clients order, or enters into an agreement with a third party on the client’s behalf whichever is the earlier.
Visual Native shall provide the client with the services detailed in the proposal.
Visual Native shall seek the client’s approval of all artwork, designs, copy, layouts, models, reports, materials and any other services or projects detailed in the proposal. The client is responsible for checking and approving in writing all such work generated by Visual Native. The client is responsible for any errors or omissions in such works in production or publication which have been approved by it.
Visual Native will endeavour to comply with the time estimates stated in the proposal. However Visual Native shall not be responsible for any delay that is not directly attributable to the fault of Visual Native.
The client shall be responsible for supplying Visual Native with all the necessary information in connection with the project and for obtaining any third party rights which may be necessary. Visual Native shall not be responsible for any damage or loss of materials, documents, goods, or other property of the client that is supplied to Visual Native for the purpose of the project.
Fees are based on an estimate of the time to be spent on each stage on the project. The amounts estimated are fixed for a period of 90 days from date of proposal. Thereafter, Visual Native reserve the right to review the stage fees.
Unless otherwise agreed, Fees by stage are based on 2 parts – 50% payment on commencement of the stage and 50% on completion of the stage. Each stage represents a separate cost commitment. Visual Native reserves the right to submit interim invoices for additional work during a stage.
Unless otherwise agreed, all invoices shall be paid by the client within 30 days of date of invoice. Visual Native reserves the right to charge interest at 2% above base rate if payment is not received at the due date from the due date until the date of payment in full. Visual Native reserves the right to suspend services if any payment is not made on the due date.
Visual Native may require the client’s written acceptance of the estimated fees and expenses prior to commencement of the project.
In addition to the stage fees payable and listed in the proposal, the client shall pay all expenses incurred by Visual Native during the project including and not limited to travel, accommodation, couriers, postage, subsistence, brought in goods or services, materials, colour copies, additional research stimulus, the commissioning of illustrations or photography and any other out-of-pocket expenses beyond that listed in the proposal and requisition of any third party rights.
Visual Native reserves the right to charge an additional fee to transfer ownership for any roll-out of design or work which on completion is subsequently extended into territories outside of the original contract.
The client agrees that they have appropriate ownership rights to any assets passed to Visual Native during the course of the project. This includes but is not limited to photography, graphics, fonts, brand logos.
The ownership of any works or goods created by Visual Native specifically for the client shall pass to the client when the full payment has been made by the client and not before. For the avoidance of doubt, this includes copyrights, design rights and patents where appropriate and agreed, but not any other intellectual rights of Visual Native or third party rights. Visual Native reserves exclusive right to use any work, concepts, designs or other intellectual property developed and not used in the course of the project in any field outside that specified in the original contract.
Visual Native retains standard portfolio rights and may use works as part of their portfolio (including, but not limited to, any website that displays Artist’s works). The client does not have a proactive duty to display Visual Native’s name together with the work, but may not seek to mislead others that the work was created by anyone other than Visual Native.
The client shall be entitled to cancel the contract at any time by giving Visual Native written notice and thereupon will reimburse Visual Native for all fees and expenses due at the date of termination. On termination, the client shall return all previously generated work and information generated during the project and is not entitled to disclose or reproduce any designs, ideas or other information made available or produced by Visual Native on behalf of the client for any purpose whatsoever unless otherwise agreed.
Limitation of Liability
Visual Native shall not be liable for any damage injury or loss of any kind to property or any consequential loss the client may suffer caused arising out of the provision of services by Visual Native.
Visual Native will not be responsible for any default of any third party or sub-contracted manufacturer or supplier.
Except for personal injury or death caused directly by Visual Native, in no circumstances shall Visual Native’s liability for any loss suffered by the client exceed the amount actually paid by the client to Visual Native.
Visual Native shall be entitled to make reference to the client and the project in its corporate presentation material upon completion of the project and given clients consent.
Visual Native and the client will endeavour to preserve the confidential information belonging to each other of the client throughout the project.
Any third party or sub-contractor is expected to provide written consent to a confidentiality agreement.
Should any part of these terms be determined by any court or other competent authority to be unlawful and/or unenforceable, the other terms in this Agreement will continue in effect.