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In these terms and conditions of business:

‘The Agency’ means Industrial Action Limited registered in England and Wales under Company Number 3258932.

‘The Client’ means the person, firm, limited company, unincorporated body or other legal entity on whose behalf the Agency agrees to undertake services.

‘Services’ means design projects or other works which the Agency has agreed in writing to undertake for the Client in accordance with these Terms and conditions.

The following terms and conditions will apply to all contracts made in writing or verbally for the services of Industrial Action Limited, and variation must be made in writing and accepted by Industrial Action Limited. Work will be undertaken on the understanding that Clients accept these terms of business.

All headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

Basis of Agency Charges

The Agency shall render the Services to the Client in accordance with any written quotation/estimate of the Agency which is accepted by the Client.

Agency Charges are based on an hourly charge to cover design, coding, and management time and overheads plus a mark-up on ‘bought out’ items to cover trafficking (e.g. managing shoots, print proofing, props, models, programmers etc.)

All charges, overheads and expenses are subject to the prevailing rate of Value Added Tax where applicable.

Additional proofs requested by the Client due to their changes to previously submitted copy, additional prints and requested alternatives not recommended by the Agency will be charged at the Agency’s standard rate (a rate card is available on request).

Quotations/Estimates

The costs outlined in a quotation are valid for 90 days from the date of the quotation. Should commissioning take place after this 90 day period then the Agency may revise the costing on the original quotation.

Invoices

On acceptance of a quotation/estimate the Agency shall invoice the Client in full on completion of the work. If the work continues beyond 30 days of the date of commencement, the Agency shall issue interim bills to cover time and materials costs to date continuing every 30 days throughout the job until its completion when a final settlement bill shall be issued. Invoices that include bought out services shall include a trafficking fee (to be agreed between Agency and Client) and can be supplied with ‘back up’ on request. Back up meaning photocopies of bills received by the Agency from suppliers to enable them to carry out the work for the Client.

Proofing

The Client must have final responsibility for all copy and images in a document or website. That is to check all spelling, grammar, punctuation, and hyphenation of all text prior to publishing. The Client will be shown proofs, web pages or PDFs which he/she has responsibility for checking content, corporate identity, colours, etc.

Cancellation or postponement

In the event of cancellation or postponement of the Services, by the Client, a fee will be charged to cover costs of all Services and work undertaken and expenses and overheads incurred by The Agency, including preliminary Services and works undertaken and expenses and overheads incurred prior to acceptance of the Agency’s written quotation.

Termination

If the Client shall fail to pay any account on the due date or shall commit any breach of its obligations to the Agency or if any distress or execution shall be levied upon by the Client, its property, or assets, or if the Client shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any bankruptcy petition shall be presented or made against an individual or if the Client shall be a limited company and any resolution or petition to wind up the business of such company shall be passed or presented or if a receiver shall be appointed, the Agency shall have the right to forthwith determine any subsisting agreement(s) by giving written notice of such determination by first class post or facsimile to the Client’s last known address and any subsisting contract shall be deemed to have been determined without prejudice to any claim or right the Agency may charge the Client a fair and reasonable proportion (as the director of the Agency in his absolute discretion thinks fit) of the balance of the Agency charges and expenses and overheads incurred such sum being payable forthwith.

Pitch Work/Speculative Work

A pitch is defined as speculative work undertaken by the Agency to demonstrate skills over other Agencies with a view to winning new business. When the pitch is accepted, the costs become chargeable to the Client in full. Pitch work is only undertaken if the Agency receives written notice from the Client inviting them to pitch and informing the Agency of their competitors and the grounds on which the Pitch will be judged. The Agency will then respond in writing to accept the pitch. No creative work will be considered pitch work unless acknowledged as such by the Agency prior to commencement.

The Agency will not undertake pitch work through a third party (e.g. a PR company which invites firms to pitch for the design requirements of one of its Clients, and where the PR company acts as ‘pitch host’ and selector on behalf of its Client).

Contract work

The Agency will only undertake contract work when the Client makes the identity of the Agency clear to their Client and allows access by the Agency to present its own creative work to the Client’s Client. The briefing Client has full responsibility to The Agency to settle invoices within 30 days regardless of the credit status of their Client.

Accounts

A credit account may be opened at the Agency’s discretion, and upon receiving two satisfactory trade references and a bank reference. All credit accounts are strictly nett and payable thirty days from the invoice date. Payment after thirty days will carry interest at 8% per month. The company reserves the right to request three proforma transactions before a credit account is opened.

Copyright etc.

Any designs, prototypes, models, plans, code, presentations, data and recommendations supplied by the Agency to the Client are the Agency’s copyright materials and may not be used (except by the Client for the specific purposes for which they were commissioned from the Agency) without the written consent of a Director of the Agency. The Agency shall not have any liability in respect of any such unauthorised use of designs, prototypes, models, plans, code, reports, data or recommendations. All work undertaken by the Agency remains the property of the Agency unless signed over to the Client in writing.

Likewise (Copyright/Patent act 1988) The Client must take full responsibility with regard to the copyrights/patent of any material supplied by the Client and must have obtained the necessary permission in writing otherwise the Client will be liable for any action brought by a third party.

Retention of Title

All goods will remain the property of The Agency until paid for in full. And the Client will remain bailee only and it is until such payment is made. In the event that the Client is a Limited Liability Company then both the company and its directors shall be bailees jointly and severally.

Force Majeure

Every effort will be made to carry out any order or contract, but the due performance of it is subject to variation or cancellation due to an act of God, explosion, flood, tempest, war strikes, lock-outs, fire or accident, civil disturbance or any other cause beyond our control or owing to difficulty arising from procurement of materials. In these circumstances the Client will accept appropriate increased costs which will be notified to the Client at the earliest date.

Liability

The Agency shall not be liable to the Client by reason of any representation, or implied warranty, condition or other term, or any duty at common law, or under the express terms of the agreement for any indirect or consequential loss or damage (including loss of profits or otherwise) which arises out of or in connection with the rendering or failure to render of the Services by the Agency.

Claims

Any complaints or queries must be made in writing to the company within five working days of receipt of any goods and relative work must be retained. Any queries relating to an invoice must be raised in writing within seven days of the date of the invoice and no discussion or adjustment is possible after that time.

Counterclaims

Under no circumstances, except with the consent of a director of the Agency, shall the Client withhold payment of any amount due to the Agency, because of any disputed claim of any nature, nor shall the Client be entitled to claim any right of set-off , deduction or counterclaim.

Proper Law

The agreement between the Agency and the Client shall be governed by and construed in accordance with English Law and both parties consent to the non-exclusive jurisdiction of the English Courts.