Terms and Conditions

Terms and Conditions (Design)

Pricing and Payment
Estimates are based on the current costs of production and, unless otherwise agreed, are subject to amendment (with client notification) on or at any time after acceptance to meet any rise or fall in such costs.

Upon accepting KP Studios Limited to undertake any work (by agreeing to these terms and conditions) you are agreeing to receive an initial invoice of 50% of the FULL invoice price, and payment shall become due within 5 working days of acceptance, failure to adhere to this may encounter termination of any outstanding work without notice, and no further work will be carried out, with any outstanding charges still payable.

On notification from both parties that the work has been completed the client shall accept the remaining fee and payment shall become due within 28 days of invoice, and both parties agree to these terms regardless of invoice recipient’s payment schedule (unless discussed prior).

All quotes and estimates will be not inclusive of any VAT due.

All work carried out, whether experimentally or otherwise, at client’s request shall be charged by the current hourly rate if above and beyond the original brief.

Web pages may on occasion be subject to preliminary work charged separately from the ‘per page’ rate, unless agreed otherwise at the start of a project.

A charge may be made to cover any additional work involved such as where copy supplied is not clear and/or legible or supplied as paper original requiring keyboard input (the client will be informed prior to any cost occurring).

Proofs will be submitted for client’s approval KP Studios Limited shall incur no liability for any errors not corrected by the proofs. Any changes necessitated thereby shall be charged extra at the current hourly rate. When style, type or layout is left to KP Studios Limited’s judgment, changes there for made by the client shall be charged extra at the current hourly rate. It is the client’s prerogative to ensure all work carried out is approved for correct content inc. grammar, spelling, and technical content.

Proofing is available at all stages of pre-press/pre-’going-live’ (web) at the request of the client.

Unless otherwise specified the price quoted is for delivery of the work to the client’s address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.

Should work be suspended at the request of, or delayed through any instruction of the client for a period of 30 days KP Studios Limited shall be then entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

If payment is not made within the specified terms of the invoice KP Studios Limited  will exercise its right to claim a daily (or part thereof) charge to cover the overdraft usage fee and all other costs incurred at present set at £5 per day, minimum £25 charge, until either payment is completed and/or invoiced for the said charge. KP Studios Limited may also claim any costs incurred in recovering monies owing.

Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of between 5 per cent and 10 per cent.

KP Studios Limited shall not be liable for any loss to the client arising from delay in transit not caused by KP Studios. Internet designs are completed and published at the risk of the client and the proprietor cannot be held responsible for third party costs incurred by the content of such designs. It is the clients’ responsibility to ensure the contents is in keeping with English laws inc. copyright, criminal law, patents, trademarks and any other authority legislation affected by the content of the web site. KP Studios Limited reserves the right to terminate at any time a contract to design, print, publish any material felt to be in contradiction of any of these laws and recover any costs from the client relating to such matter.

Retainer fee (if applicable)

The scope of any retainer fee programme or project will be agreed between KP Studios Ltd and the Client, prior to commencement of work. The service provided by KP Studios Ltd under the terms of the agreement may not be identical for all Clients, but will normally include the provision of a full design based  programme, covering a proactive programme  of design based projects.

The agreed monthly retainer fee covers all design, project management, administrational and secretarial time provided by KP Studios in the execution of the agreed design based programme.

For retained clients other administrative operational expenses incurred by KP Studios Ltd, such as general postage, mileage for Client update meetings, faxes and telephone calls incurred by KP Studios Ltd will be recharged to the Client.

Retained Client will agree to the use of all service supplied by KP Studios Ltd, anything above and beyond normal service will be charged at a non profit rate.

Where KP Studios Ltd is required to perform specific production tasks outside of this agreed programme, e.g. printing, postage (direct mail), copywriting for literature  etc, detailed quotations will be provided by KP Studios Ltd prior to commencement of work, indicating, where applicable, any ad hoc consultancy fees that will be incurred.

Other, ‘out of pocket’ expenses, such as entertaining clients, travel (e.g. to meetings outside of the local area), subsistence on client business and overnight accommodation, which may be required in the course of work for the client, will be recharged to the client. The client will be pre-advised of any such ‘out of pocket’ expenses.

The retainer fee programme will run from the agreed date of commencement, until terminated by either party. Cancellation terms for termination of the retainer fee programme are two months (from the 1st of the month following notice) in writing from either party. Should the Client wish to cancel at any point during the process they shall remain liable for the work that has taken place and shall be invoiced accordingly.

Materials supplied by the client

KP Studios Limited may reject any paper, plates, media storage, photographs or other materials supplied or specified by the client which is believed to be unsuitable.

Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by KP Studios Limited in ascertaining the unsuitability of the materials then that amount shall not be charged to the client.

Where materials are so supplied or specified, KP Studios Limited will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

Insolvency.

If the client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, KP Studios Limited without prejudice to other remedies shall

a)    have the right not to proceed further with the contract or any other work for the client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the client, such charge to be an immediate debt due to him.

b)    In respect of all unpaid debts due from the client have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

Illegal matter

KP Studios Limited will not be required to publish any matter which is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

KP Studios Limited shall be indemnified by the client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, and design or of any other proprietary or personal rights contained in any material published for the client.

The indemnity shall extend to any amounts paid on any legal advice in settlement of any claim.

It is the responsibility of the client supplying images, text and any other elements forming the final design to ensure they are copyright approved and/or permissions have been granted for their usage if not owned/copy written by the client

KP Studios Limited will not be held responsible for any loss/cost what so ever due to misuse of the above matter.

Force majeure.

KP Studios Limited shall be under no liability if they are unable to carry out any provision of the contract for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may by written notice to KP Studios Limited elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

Server based speeds and settings

Regardless of Server /Hosting package KP Studios cannot be held responsible for performance issues, all hosting is undertaken with a third party and billed direct from KP STUDIOS, any invoice regarding hosting/server cost will include KP STUDIOS service charge.

Any website that may be running slow/had/have performance issues, is not the responsibility of KP STUDIOS, but the third party hosting company. Website scan run slow due to a number of reasons such as number of independent visitors at any one time, location of visitor and performance of users hardware but to name a few.

Law.

These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.

Copyright ©

All imagery, designs and/or scripting used on the KP Studios Limited servers or servers contracted by KP Studios Limited remains the intellectual property of KP Studios; therefore it is prohibited and unlawful to…

a)    Copy, adapt, distribute, communicate to the public by electronic transmission (including by broadcasting and in an on demand service). Without informing KP Studios

b)      Rent or lend copies to the public or any other 3rd party within England and the UK without prior written permission of KP Studios Limited.

c)       If material is discovered in use without permission KP Studios Limited will inform the police or the relevant local trading standards department.

Terms and Conditions (Photography)

1. Terms and Wording

(a) Picture includes a photograph, transparency, negative, digital scan, digital negative, raw file, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction.

(b) Reproduction includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means

(c) The Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party).

(d) KP Studios and Northwest photographer is a trading name of KP Studios Ltd. a company registered in England.

2. Copyright

(a) The entire copyright in the pictures is retained by Darren Wilson at all times throughout the world.

(b) KP Studios supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on KP Studios ‘ grant of reproduction rights in respect thereof.

(c) Darren Wilson asserts both his moral right to be identified as the author of his work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988.

(d) Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by KP Studios any fee payable by the Client shall be subject to an increase specified by KP Studios, and in any event an increase of not less than 25%

3. Reproduction of Images

(a) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on KP Studios’ invoice. An agreement must be reached with KP Studios before the pictures are used for a different purpose or after the licence to use has expired.

(b) Reproduction rights are not issued exclusively to the Client except when specified on the invoice.

(c) Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights

(d) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.

(e) KP Studios reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.

4. Licenced usage

The following terms are used when describing the reproduction rights granted by KP Studios to the Client:

(a) Internal Use only: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client’s premises; editorial use in the Client’s intranet site.

(b) PR and Press distribution: The right to use the pictures as described in 4(a); plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication.

(c) Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice.

(d) Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.

(e) Extended licence: The reproduction of images supplied for usage a, b, c, and d or for usage in advertisement or usage similar to stock imagery where payment has been taken by the Client to display the picture within a paid project to a third party.

Any image used without licence shall be chargeable, calculated at “per image, per reproduction”.

5. Resposibility

(a) Risk and responsibility for any original transparencies or prints passes to the Client from the time they are received until their safe return. The Client shall immediately inform KP Studios in writing of any loss or misuse of, or damage to the pictures while in the Client’s possession or that of any third party. If a picture is not returned within four weeks of the date for return then KP Studios may in its sole discretion presume it to be lost.

(b) The Client shall be liable to pay compensation to KP Studios in respect of each picture lost or damaged. Payment of compensation does not give rise to any rights in any picture. Compensation levels for the pictures are available from KP Studios upon request. These levels are a genuine pre-estimate of the loss which would be suffered if such a picture were to be lost or damaged. the Client is urged to request these figures and to take out insurance cover to cover the total value of the pictures delivered.

6. Bookings and Cancellations

(a) Once the Client has made a booking for a specific time and date, KP Studios will not accept any other work from other clients for those times and dates.

(b) As a result, once a booking is made, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule. When a client cancels a booking within 72 hours of any confirmed date, a fee of 50% of the booked time rate will be charged. When a client cancels photography within 24 hours of any confirmed date, a fee of 75% of the booked time rate will be charged, when a client cancels photography within 12 hours of any confirmed date, a fee of 100% of the booked time rate will be charged. In addition to this cancellation fee, in addition to cancellation at any point, the client will be charged for any expenses already incurred by KP Studios.

7. Invoicing

(a) Until KP Studios has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any picture. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby KP Studios is committed to grant reproduction rights and the Client to acquire them. If after such invoicing but before payment the Client requests cancellation of the reproduction rights KP Studios may in its discretion cancel subject to the Client paying a cancellation fee.

(b) The Client’s right to reproduce a picture arises only when KP Studios’ invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling KP Studios to rescind the Agreement and rendering the Client liable for the payment of damages.

(d) If payment is not made in accordance with (a) above then KP Studios may rescind this Agreement and recover damages, or, at its option, may exercise its statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998.

(e) If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that KP Studios may consider these invoices as overdue when pursuing legal action for the recovery of said debts.

(f) A fee of £20 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.

(h) KP Studios reserves the right to suspend ongoing services, such as (but not limited to) the Downloadable Web Page or other distribution of pictures, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.

On the Client’s death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, KP Studios may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.

8. Client Post production, Rejection fees

(a) KP Studios will edit every take and deliver what it considers to be the best of every situation covered. As a result, contact sheets (or their digital equivalent) will only be supplied to the client in exceptional circumstances.

(b) No addition to, deletion from or alteration to or adaptation of a picture may be made without the written permission of KP Studios.

(c) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.

9. Proof of usage

In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished to KP Studios free of charge within two weeks. In other media, evidence of use must be made available if requested.

10. Third party claims

(a) While KP Studios takes all reasonable care in the performance of this agreement generally, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption.

(b) The Client agrees to indemnify KP Studios in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by KP Studios.

(c) It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that KP Studios gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify KP Studios against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.

11. The Law, and your rights.

(a) This Agreement shall be subject to and constructed according to English Law and the parties agree to accept the exclusive direction of the Courts of England.

(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.