Terms and Conditions
The following Terms & Conditions apply to all products and services provided by Onzen Limited (trading as Maclaren Jones Marketing, Maclaren Jones Design and Marketing or Maclaren Jones and referred to as such throughout this terms and conditions document).
SECTION 1: OVERVIEW
To become a client of Maclaren Jones Marketing and use any of our services, you agree to the following Terms & Conditions. Your agreement to these terms will be indicated by Acceptance of any Project Proposal; or use of any of Maclaren Jones’ services, whichever occurs first.
Please read these Terms & Conditions carefully. If you do not accept these Terms & Conditions without modification, you may not use Maclaren Jones’ services. Maclaren Jones Marketing may revise these Terms & Conditions at any time by updating this document. If the Terms & Conditions are revised, the original terms accepted by the client for a project will remain valid.
No oral explanation or information given by any party shall alter the interpretation of these Terms & Conditions. No variation or exception will be made to the document unless it is in writing and signed by both parties.
1.1: Governing Law
Both parties agree to submit all disputes arising under this agreement to the exclusive jurisdiction of the courts of England and Wales under English Law. English Law is the applicable law.
SECTION 2: PROJECT PROPOSALS & ACCEPTANCE
Maclaren Jones Marketing will provide the potential client with a Project Proposal outlining the Scope of Works and associated costs (E&OE). These costs are an estimate of what we anticipate will be the time and production required to achieve the client deliverables, based upon our prior experience and knowledge, typical process and the client’s commitment to provide; content, materials, clear direction and feedback, to an agreed timescale.
Prices are valid for 30 days from the date of the Project Proposal. If work is not commenced within 30 days of acceptance, Maclaren Jones Marketing reserves the right to retract and resubmit any proposal.
Acceptance of any Project Proposal would be via receipt of a Purchase Order, agreement in written form or receipt of the deposit. All projects are subject to the acceptance of Maclaren Jones Marketing Terms & Conditions which are available on request or can be found on the website.
2.1 Commencement Of Work & Project Timings
On receipt of the Project Deposit, Maclaren Jones Marketing will begin working on the project and any timing for Project Milestones will commence.
SECTION 3: PAYMENT TERMS
Payment for services and products is accepted via BACS.
3.1 Standard Project Payment Terms
3.1.1 Project Deposit
Upon acceptance of the Project Proposal, the client will pay a non-refundable deposit of 50% of the total project value. For projects of £500 or below, the client will pay the total project value, before work commences.
3.1.2 Final Balance
For any projects that require the creation of Artwork (e.g. branding or print design projects), Maclaren Jones Marketing will invoice 25% upon the presentation of the design concepts and the Final Balance of 25% before the release of artwork files (or 14 days after design concept presentation, whichever comes first).
Should additional revisions be required after the client approves the design concepts, they will be estimated and invoiced as a separate Proposal.
The final Artwork files will be released to the client when all payments have been made in full.
For all website projects, Maclaren Jones Marketing will invoice the remaining 25% upon the presentation of the design concepts / wireframes and the Final Balance of 25% before website launch (or 14 days after design concept presentation, whichever comes first).
Should additional changes be required after the client approves the website, they will be estimated and invoiced as a separate Proposal.
The website will be launched when all payments have been made in full.
3.2 Standard Recurring Payment Terms
For services such as hosting, and maintenance that involve recurring payments, Maclaren Jones Marketing will submit an invoice that must be paid in full before the renewal date, in order to avoid any disruption to service.
If payments are not received in full before the renewal date, the service will be placed ‘on hold’ until payment has been received in full. Specifically, for late hosting payments, a temporary holding page will be placed over the client’s website.
3.3 Standard Retainer Payment Terms
For retainer contracts, an invoice will be supplied at the start of every month, which will require payment in advance of the due date.
Should the client wish to conclude the retainer agreement early, Maclaren Jones Marketing will submit an invoice for any outstanding balance which shall be due for immediate payment upon receipt, or if the client has credit, this will be available for future projects, but will not be eligible for a refund.
3.4 Account Clients Payment Terms
Once a project has been completed and payment for all invoices have been made in full; should the client require our services on an ongoing basis, they can request to set up an account with us. Account Client invoices are payable within NET 30 days (with the exception of project deposits which fall under Section 3.1.1: Project Deposit).
3.5 Unpaid Invoices
Any invoices that remain unpaid after their due date will result in all live work and associated deadlines for the client being placed ‘on hold’ until full payment has been received. All goods, services and Intellectual Property rights remain the property of Maclaren Jones Marketing and under no circumstances can any work produced be used to promote the client’s business until invoices are paid in full.
We reserve the right to charge Statutory Interest if a payment is late. This is calculated at 8% plus the Bank of England base rate for business-to-business transactions, per month.
3.6 Standard Studio Rates
Standard Studio Rates are available upon request.
SECTION 4: PROJECT GUARANTEE
Unless specified within the Proposal, all our projects are covered under the Maclaren Jones Marketing Project Guarantee.
After acceptance, Maclaren Jones Marketing guarantees that the Scope of Works will be completed at the fixed cost agreed between Maclaren Jones Marketing and the client.
The Project Guarantee will become void in the event of any of the following:
- The client requests a change to the agreed Scope of Works.
- The client requests a change of direction or new concept that differs from the initial brief.
- The client fails to provide a clear direction and/or feedback for the project to the agreed timescale.
- The client fails to meet deadlines agreed with Maclaren Jones Marketing .
- The client cancels the project.
- The client backtracks to a previous version of the design concepts after requesting additional revisions.
In the event of the client backtracking, Maclaren Jones Marketing reserves the right to calculate the studio hours used to produce the additional revisions and add the amount to the final invoice at the studio’s hourly rate (See 3.6 Standard Studio Rates).
SECTION 5: TERMS OF SERVICE
Maclaren Jones Marketing is an independent contractor, not an employee of the client or any company affiliated with them. We provide our services under the general direction of the client, but we determine, the manner and means by which the services are accomplished. Agreement of these Terms & Conditions does not create a partnership or joint venture and neither party is authorised to act as an agent or bind the other party.
Should the need arise, Maclaren Jones Marketing is permitted to engage and/or use third party designers or other service providers as independent contractors in connection with our services. We shall remain responsible for any third-party compliance with the various Terms & Conditions of this agreement.
SECTION 6: TEXT & DIGITAL CONTENT
All text and digital content are to be provided in an agreed digital format. Images & videos need to be of agreed quality, suitable for use without any need for subsequent image processing. The client must check all text for any spelling, grammar and formatting issues before submission and ensure all the correct permissions / licenses have been obtained. Maclaren Jones Marketing will not be held responsible for incorrectly supplied content being used in production. Any reprints for any reason will be at the customer’s expense.
6.1 Stock Images
If agreed within the Scope of Works, Maclaren Jones Marketing can source a range of stock images for the client. These stock images must be purchased before use on the final artwork and will be in addition to the original quoted price unless otherwise stated.
SECTION 7: DEADLINES & PROJECT DELAYS
Deadlines and Milestones agreed between Maclaren Jones Marketing and the client are regarded as a commitment to the project and imperative to the timely production of work. All Deadlines, Milestones and Timescales are measured from the receipt of Project Deposit. The client agrees that our ability to meet deadlines is entirely dependent on their prompt performance in providing content, materials, clear direction and feedback within the agreed timescale.
Any change to the agreed Scope of Works by the client after the project has started may result in delayed delivery. Maclaren Jones Marketing cannot be held responsible for missed deadlines/milestones that have directly resulted from any delay on the client’s behalf.
SECTION 8: PROJECT INTERRUPTIONS & CANCELLATIONS
8.1 On Hold Projects
For projects that have been put ‘on hold’, Maclaren Jones Marketing will submit an invoice for all work completed to date that is over and above the non-refundable 50% deposit.
8.2 Project Cancellations
For any cancellation of projects, Maclaren Jones Marketing reserves the right to charge a minimum of 50% of the Final Balance or the value of work completed to date, whichever is greater.
SECTION 9: DESIGN & ARTWORK ACCEPTANCE
Once the client has approved a design concept, Maclaren Jones Marketing will create the digital Artwork in the agreed format, ready for production. The final artwork files will not be released to the client until all payments have been made in full.
When accepting design drafts or artwork proofs, the client is held fully responsible for accepting all content. All design drafts or Artwork sent to the client will be considered as approved unless notified otherwise by the client upon receipt.
If the client requests changes during or after the artwork stage, these changes will be offered as a separate Proposal.
SECTION 10: ALTERATIONS & AUTHORS CORRECTIONS
Authors Corrections refer to any substantive revisions made to the design concept and/or the Scope of Works by the client, after the client’s approval. Any Authors Corrections will be charged at our standard studio rate (See Section 3.6 Standard Studio Rates) unless otherwise agreed in writing.
SECTION 11: ADDITIONAL SERVICES
Maclaren Jones Marketing can provide additional services during the project that are outside the agreed Scope of Works. These services will be offered as a separate Proposal. Such services include but are not limited to; photography, photo retouching, art direction, research, media conversion, digital image processing, and data entry services.
SECTION 12: DESIGN CREDITS
The Client agrees to allow Maclaren Jones Marketing to place a small credit on any work created, including but not limited to printed materials, exhibition displays, advertisements and websites. This will be in the form of a small logo and/or line of text placed in a non-prominent position.
Any work completed for the client can be used for publicity and promotional usage of Maclaren Jones, existing and future. This may take the form of printed materials, exhibitions, displays, advertisements, design competitions as well as on our website and social media platforms. Maclaren Jones Marketing has the right to show and explain portions of the completed project to other companies when pitching for new business. Once a project has been completed and introduced to the public, Maclaren Jones Marketing has the right to add the client’s name and logo to our client list.
Maclaren Jones Marketing reserves the right to create additional graphics and mock-ups of both approved artwork and design concepts to showcase the work to its full potential.
If the design project is environmental/3-D related (e.g. signage, trade show booth, retail interior or an exhibit), Maclaren Jones Marketing has permission to access the project and take photographs under optimal circumstances.
12.1 Removal of Design Credits
Should the client not wish to allow or want to remove this design credit, Maclaren Jones Marketing will submit an invoice for a single payment of £1000 plus VAT.
SECTION 13: PROJECT ARCHIVING
Any artwork, photographs, images, websites and data will not be archived or stored unless specifically agreed in writing by Maclaren Jones Marketing before the work commencing. Maclaren Jones Marketing holds no responsibility for archiving artwork, photographs, images, websites and data and has no obligation to replace or provide any of these items after they have been completed and supplied for their single specific purpose as outlined in the approved Project Proposal.
SECTION 14: SEARCH ENGINE OPTIMISATION (SEO)
When included in the Scope of Works, the client’s website will be optimised for the agreed keywords and phrases. However, due to the number of considerations that search engines use when determining a site’s ranking, Maclaren Jones Marketing cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. The client’s site ranking will also vary as existing websites are edited and new sites are added.
SECTION 15: HOSTING & MAINTENANCE
As part of our website maintenance services, regular updates for the Content Management System (CMS) and hosting server will need to be actioned. These updates do not include any content updates on the client’s website.
15.1 Technical Support
Technical assistance via telephone or email will be offered as part of our maintenance package. For any clients who purchase the website maintenance package, Maclaren Jones Marketing will offer basic phone support of what is seen as a reasonable amount. This means we will answer and offer advice and support on the use of your CMS system for up to 15 minutes per month. Anything outside this may require additional charges.
15.2 Hosting Servers
Maclaren Jones Marketing uses third party hosting servers to host client websites. Servers used by Maclaren Jones Marketing may from time to time perform routine maintenance, services and upgrades. Any disruption to the client’s website will be kept to a minimum.
Servers used by Maclaren Jones Marketing may experience outages beyond Maclaren Jones’ control. At Maclaren Jones’ discretion, we may provide notification of planned outages. Maclaren Jones Marketing will not be liable for service interruptions or downtime of the server.
15.3 Website Maintenance
As part of our website maintenance services, Maclaren Jones Marketing may periodically perform routine maintenance, services and upgrades. Any disruption to the client’s website will be kept to a minimum.
SECTION 16: TERMINATION OF SERVICE
16.1 Hosting & Maintenance
If either party wishes to terminate the partnership, written Notice must be given to the other with at least 30 days notice. All written notice by Maclaren Jones Marketing will be issued to the named person on the Project Proposal, unless agreed otherwise. The client should send any written Notice to Jonathan Rodgers, Director at Maclaren Jones Marketing.
Maclaren Jones Marketing may terminate the contract with immediate effect, by giving written notice to the client if:
- The client fails to pay any amount due on the agreed date.
- The client suspends or threatens to suspend the payment of any debts.
- The client is unable to pay any debts.
If any service has been purchased for an extended period (e.g. 12 months) there is no refund for the remainder of the contract.
16.2 Upon Termination Of Service For Any Reason
The client is required to pay all outstanding invoices (including interest if applicable) in full for any services supplied.
For services that have been supplied for which no invoice has been submitted, Maclaren Jones Marketing shall submit an invoice which shall be due for immediate payment upon receipt.
16.3 Expired Renewals
Should the hosting & maintenance be allowed to expire for any reason, there will be an additional restart charge of two hours studio time (see section 3.6 Standard Studio Rates).
SECTION 17: EXCLUSION & LIMITATION OF LIABILITY
17.1 Total Claims
Maclaren Jones Marketing ’s total aggregate liability to the client for any claim, shall be limited to the total value of the project(s) which are the subject of any such claim.
17.2 Consequential Loss
In no event shall Maclaren Jones Marketing be liable for any loss of business, profits or anticipated savings or any other indirect consequential or economic loss whatsoever.
In the instance of website hosting, the client releases Maclaren Jones Marketing from any claim or potential claim with relation to outages and any loss of business/service suffered by the client or any third party.
SECTION 18: PROPERTY RIGHTS, TRADEMARKS & ALL OTHER CONSENTS
The Client is solely responsible for obtaining all necessary intellectual rights clearances and/or other consents and authorisations.
By supplying text, images and any other data to Maclaren Jones, the client declares that they have the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright/trademark owner.
The client agrees to fully indemnify and hold Maclaren Jones Marketing free from harm and responsibility in all issues/claims resulting from the client in not having obtained all the required copyright or trademark permissions.
SECTION 19: INDEMNITY
The Client agrees to indemnify, keep indemnified and hold Maclaren Jones Marketing harmless against any claim brought against Maclaren Jones Marketing by a third party resulting from the provision of services to the client. This includes all losses, costs, actions, proceedings, damages, expenses (including reasonable legal costs) or liabilities in consequence of the client’s breach or non-observance of these terms.
SECTION 20: FORCE MAJEURE
Maclaren Jones Marketing will not be deemed in breach of this agreement if we are unable to fully complete the services or any portion thereof due to; fire, earthquake, flood, hurricane or other severe weather condition, pandemic, labour dispute, act of God, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of Maclaren Jones’ employees or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Maclaren Jones’ control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, Maclaren Jones Marketing shall give relevant notice to the client of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.