This document is to be viewed by all involved parties as a binding & insoluble
contract in agreement to the terms stated below. By commissioning us to work on a
project, you authorise Drawn in Digital Ltd & its associated companies (hereafter
referred to as “Drawn in Digital”) to proceed with the creation of the product/service
as discussed with the Drawn in Digital and in accordance with the terms detailed
Drawn in Digitalsʼ office hours are 9am – 5.30pm, Monday to Friday. Telephone calls
received out of hours will be diverted to our answering machine & dealt with on the
next working day. Where staff mobile telephone numbers are provided, we ask that you
exercise discretion when calling out of hours & only call in emergencies, as in some cases
these are also the staffʼs personal telephones. We appreciate your understanding.
Contacting Drawn in Digital
In order to deal more effectively with your queries, we ask that you put any questions to us
in writing. This system allows us to distribute questions to the appropriate departments, &
thereby respond to you, more efficiently. There are two ways to contact us: Email:
email@example.com Post: Registered Address: 25-29 Harper Road, London Bridge,
London, SE1 6AW. Telephone: 0207 940 5002
Drawn in Digital provide all clients one initial meeting to discuss requirements, any
additional meetings will be charged at our hourly rate plus full expenses of travel to and
from the meeting venue.
Provision of Materials
You agree to provide us with the specific copy, images & information we require in order to
create your product, or to advise us as to where we can locate such materials. We accept
no responsibility for your site not being put live/product being completed by a specific date
if we are unable to secure necessary and/or suitable information and/or materials from
you. If you cannot supply the information you wish to feature in your product, we will do
what we can to obtain it, but we accept no responsibility for errors, omissions or
discrepancies which may be present on the final product, as these may arise through our
lack of specialist knowledge regarding the content of your product. The time taken to
compile the data, as well as any time required to correct errors, omissions or
discrepancies which have arisen through your not providing us with adequate materials,
will be charged to you at our standard rate. We accept no responsibility for the delay
caused in providing you with the final product as a result of your supplying us with
insufficient or unsuitable materials. This does not apply if the additional cost could have
been avoided but for unreasonable delay on the part of Drawn in Digital in ascertaining the
Copyright Drawn in Digital Ltd, 2012 2
Digital Agency 25-29 Harper Road,
London, SE1 6AW
T +44 (0)207 940 5002
F +44(0)207 940 5089
unsuitability of the materials with which you provide us. Original copies should not be sent
to Drawn in Digital. Specific copy, images & information are not the responsibility of Drawn
in Digital to store. Materials supplied will be archived for a maximum of 6 months after
project completion. If specific copy, images & information are to be returned a request
must be made in writing when supplying specific copy, images & information. Where you
supply or specify materials, we will take every care to secure the best results in the
finished product, but we accept no responsibility for imperfect work caused by defects in or
unsuitability of materials so sup- plied or specified.
Quote for Provision of services
All projects will be given a written quote of the cost in advance of the project commencing.
The quote will be an estimate based on how long we expect the project to take, in terms of
hours or days. It will also include the expected cost of bought-in and/or subcontracted
goods and services. Unless we have agreed a fixed fee in advance, our work will be
charged out on an hourly/daily basis. The final cost of a project will sometimes vary from
the original quote supplied for a variety of reasons including;
Changes made by the client to the project that we deem to be significantly different from
the original brief.
The client delaying, defaulting, or otherwise significantly disrupting the project and its
Unexpected increases in our overheads or expenses.
Circumstances occurring that are not reasonably within our control.
We will advise you in writing if this occurs before charging further costs.
In connection with your project, we will charge you for any materials and services we buy
in from outside suppliers. For most bought-in goods or services, we will charge you at cost
plus a minimum 17.5 per cent handling fee. The same percentage will be applied to
incidental costs such as taxis and deliveries.
Print Specific Terms
Print Proof Agreement
If a Drawn in Digital representative has provided you with a proof, your signing this
agreement confirms that you agree to the design & contents of the printed document as
depicted on the proof. By signing this agreement, you absolve Drawn in Digital of all
liability for any errors, omissions or discrepancies which may be present on the proof.
Once you have signed this agreement & proof if supplied, you are not able to make any
changes to the final product, nor are you able to hold Drawn in Digital responsible for
anything you are unhappy with. This contract revokes your right to take any kind of action
against Drawn in Digital for any aspect of the work with which you are later dissatisfied.
Agreeing to this contract means that, as long as the finished product is as discussed with a
Drawn in Digital representative & consistent with the proof if supplied, you must pay in full
for the work. This fact applies whether or not you later take issue with any aspect of the
product. These terms are final & non-negotiable.
Making Changes After Proof Stage (Print Only)
If a change is requested, we will do everything we can to make the correction before the
printing starts, but we cannot guarantee this. We accept no responsibility, under any
Copyright Drawn in Digital Ltd, 2012 3
circumstances, for any mistakes present on the completed work, as the signing-off of a
proof absolves us of all liability (see “Proof Agreement” above). Once the proof is signed
off or agreed, whether verbally or via email, we incur a film/plate(s) charge & this is passed
on to you as part of the total charge (see “Price Breakdown”). Any changes made after a
proof is signed off will result in a further film/plate(s) charge.
Print Quality (Print Only)
Every effort will be made to obtain the best possible colour reproduction on customerʼs
work but because of the nature of the processes involved, Drawn in Digital cannot
guarantee an exact match in colour or texture between any materials with which you
supply us, & the printed article.
Quantity Supplied (Print Only)
Every effort is made to produce the exact quantity of items ordered. However, some
variation is inherent in the print process & so you accept that minor variations in quantity
are possible. These do not affect the price charged.
Claims (Print Only)
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given
in writing to Drawn in Digital within three clear days of delivery (or, in the case of nondelivery,
within 28 days of dispatch of the goods) & any claim in respect thereof must be
made in writing to Drawn in Digital & the carrier within seven clear days of delivery (or, in
the case of non-delivery, within 42 days of dispatch). All other claims must be made in
writing to Drawn in Digital within 28 days of delivery. Drawn in Digital shall not be liable in
respect of any claim unless the aforementioned requirements have been complied with
except in any particular case where the customer proves that (i) it was not possible to
comply with the requirements & (ii) advice (where required) was given & the claim made
as soon as reasonably possible.
Standing Material (Print Only)
All materials (including but not limited to film, plates, negatives & positives) produced &
used by Drawn in Digital during the production process remain the property of Drawn in
Digital . Where these materials are provided by the client, they remain the property of the
client. Drawn in Digital reserves the right to dispose of lithographic work immediately after
the order is executed unless written arrangements are made to the contrary. In the latter
event, rent may be charged for the safe-keeping of the materials.
Payment Terms (Print)
New customers agree to pay a deposit of 50% of the final bill upon ordering, & to pay the
outstanding balance on delivery of the completed work. Existing customers agree to
adhere to the terms stated on the invoice. All deposit payments are non-refundable. You
must pay our invoices in full within 30 days of the invoice date. We may charge interest on
any arrears not paid after 30 days, at the rate of two per cent of the outstanding balance
each month until we have had payment in full.
Any VAT on our fees and other charges that is payable to us or to a third party, will be on
Copyright Drawn in Digital Ltd, 2012 4
Website’s & CGI Terms
Website Updates, Site Maintenance & CGI Changes
These are charged at £30 per hour (or part thereof). If you want to introduce new material
in the form of extra pages, additional functions, or more information than is already
available on your site, this must be paid for as a new job.
Hosting & Email Accounts
No clients or third parties will be granted FTP (File Transfer Protocol) access to our
servers or any of our affiliates. Where a site with or without CMS (Content Management
System) licence & functionality is purchased, hosting is charged from £100 plus VAT per
annum. One POP email account is provided, all additional email addresses will be
forwarded to this or another email address which must be provided by the client. Drawn in
Digital take no responsibility for any loss of business through non retrieval of emails,
bounced messages or undelivered electronic mail. Drawn in Digital take no responsibility
for the content of emails including attachments & viruses. Cancellation of any website will
result in the withdrawal of the hosting package immediately. All hosting packages are nonrefundable.
Should the client request that a domain name purchased by Drawn in Digital
on their behalf be transferred to another host, a release fee of £50 + VAT will be charged.
Website hosting will be renewed automatically as part of the initial contract, but a notice
period of not less than 14 days will be given at the time invoicing. Clients must cancel their
renewal in writing within this notice period, otherwise all charges will become payable &
cancellation will NOT be accepted after this date, as monies will have been paid by Drawn
in Digital on the clientʼs behalf.
Any systems, including eCommerce & Content Management System, provided to the client
remain the intellectual property of Drawn in Digital Ltd. & as such no access is given to the
source code or database schema. Systems cannot be transferred away from our provided
hosting solution. E-commerce/CMS systems will be provided as an empty shop/site, &
training will be given to the client(s) on using the system. A delay in the client populating
the e-shop/site will not be accepted as a reason for delayed payment as, once it is ready
to be populated & training has been given, Drawn in Digitalʼs work is done. Drawn in
Digital offers a service to populate the clientʼs shop site/CMS on their behalf, & prices are
available on request for this service. This does not include any photography, & where
clients feel unable to create their own imagery of products, a photographer must be
sought. Drawn in Digital are happy to recommend independent photographers where
necessary, but the contract will be between the client & said photographer. Additional
training & support packages are available, & again the prices for these services are
available on request.
In the case of a bespoke solution (website), upon settlement of all outstanding monies due
to Drawn in Digital for the development/design of such solution, full copyright & title will
pass to the client.
Copyright Drawn in Digital Ltd, 2012 5
Drawn in Digital guarantees all of its websiteʼs / bespoke software solutions provided to
clients insofar as any faults or bugs will be rectified within a reasonable period of time so
as not to interrupt the service provided by clients to their clients/users for an unacceptable
time. Any software provided by Drawn in Digital proving to be faulty or defective will be
repaired/replaced free of charge to the working standard equivalent to launch.
Website & CGI Proofs
Once a client has agreed a look & feel proof & instructed Drawn in Digital to proceed to
build, any subsequent changes in style or design requested by the client will be charged
for at the appropriate hourly rate.
We accept that certain details regarding your business, such as telephone numbers &
email addresses, sometimes change, & that the details placed in a proof are liable to
change. To this end we will amend smaller details such as these as part of our
construction package. This policy applies throughout your contract with Drawn in Digital: if
a minor detail needs to be amended, we are more than happy to do so, free of charge.
Larger changes, such as the creation of a new page or introduction of a new feature on
your site, or the sourcing/changing of images are not covered by this policy & must be paid
Payment Terms (Web)
You agree to pay a deposit of 50% of the final bill immediately. When we have finished
building your site, we will put it live on our own server under a temporary name which we
will give you. After we have informed you of the siteʼs location on our server, you have 48
hours to view the site & ask for any amendments to be made. After the 48-hour viewing
period has elapsed, the invoice will be issued. Apart from minor alterations or transfers
onto other domain names – our work on the site is then complete. Once the bill is settled in
full, we will put the site live on its own domain name, or – if you have not yet selected one –
it will remain live on our server. If you possess your own domain name, we will initiate
whatever process is necessary to put the site live once the bill is settled. You are not
permitted to point your own domain name to the test site on the Drawn in Digital server. If
this is found to be the case, we reserve the right to remove the site from our server. All
deposits are non-refundable. All invoice payments are required within 30 days of invoice
Copyright Drawn in Digital Ltd, 2012 6
Unless negotiated & agreed in writing, the copyrights of general artwork, commissioned
artwork, illustrations, website design, programming & copy belong to Drawn in Digital. If
you supply us with material, it is your responsibility to obtain all necessary copyrights for its
use, & we assume that you possess these. In such cases, the copyright belongs to you. By
signing this agreement, you agree to indemnify Drawn in Digital from any claim which
arises regarding the use of material with which you supply us. We reserve the right to use
any artwork or printing we produce for the purposes of promoting our services unless you
request otherwise in writing.
Provision of Drawn in Digital files
Under no circumstances will Drawn in Digital provide our original files to our clients.
Original design files, including electronic files, hard copy files and print presses are the
sole property of Drawn in Digital Limited.
All quotes for work are valid for thirty (30) days, after which time all proposed work will
have to be re-quoted. We take no responsibility for a re-quoted price differing from an
Drawn in Digital reserves the right not accept any matter deemed illegal, libelous or
offensive, or which may be an infringement of the proprietary or other rights of any third
party. This agreement indemnifies us in respect of any claims, costs & expenses arising
out of any libelous matter or any infringement of copyright, patent, design or of any other
proprietary or personal rights contained in any material printed for the customer. The
indemnity shall extend to any amounts paid on a lawyerʼs advice in settlement of any
Drawn in Digital accept no liability whatsoever for consequential or third party losses,
resulting in a delay in delivery howsoever caused.
Drawn in Digital accept no liability whatsoever for financial loss or loss of earnings arising
from products or services provided by Drawn in Digital.
Drawn in Digital accept no responsibility if we are unable to carry out any provision of the
contract for any reason beyond our 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 you may, by written notice to ourselves, elect to
Copyright Drawn in Digital Ltd, 2012 7
terminate the contract & pay for work done & materials used, but subject thereto shall
otherwise accept delivery when available.
Drawn in Digital shall not be liable for any loss to the customer arising from delay in transit
caused by circumstances beyond Drawn in Digitalʼs control.
The invoice we send you will be itemised, showing the cost of the design & research
process, as well as the production itself. Supplying us with suitable material will, therefore,
reduce the time spent on research and, thereby, the final charge. VAT is charged at the
current Customs & Excise rates & according to current regulations, irrespective of whether
or not it is included in a price quotation.
Jobs Put On Hold or Cancelled by the Client Jobs put on hold or cancelled by the client
during production will be invoiced at current stage & materials. This invoice must be paid in
full together with any VAT that falls due accordingly. Projects put on hold for an indefinite
amount of time maybe subject to charges.
For invoices not settled within the agreed credit terms, we reserve the right to charge
interest on the overdue debt at 2% above the Natwest base rate at the time & an
administration fee to cover the debt recovery costs.
Any customer ceasing to pay their debts in the ordinary course of business or proving
unable to 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 it, Drawn in
Digital, without prejudice to other remedies, shall (i) have the right not to proceed further
with the contract or any other work for the customer & be entitled to charge for work
already carried out (whether completed or not) & materials purchased for the customer,
such charge to be an immediate debt due to it, & (ii) in respect of all unpaid debts due from
the customer, have a general lien on all goods & property in its possession (whether
worked on or not) & shall be entitled on the expiration of 14 daysʼ notice to dispose of such
goods or property in such manner & at such price as we think fit & to apply the proceeds
towards such debts.
Drawn in Digital agrees keep the confidential information of its clients confidential,
including all administration areas of websiteʼs & details of referrers & those who are
referred. All such data recorded by a website will be completely secure, & all information
will be treated as confidential in accordance with the Data Protection Act.
Cancellation of Contract
We have the right, by writing to you, to cancel any commitments we have made;
• If you break any of your obligations under this agreement,
Copyright Drawn in Digital Ltd, 2012 8
• If you substantially change or call a halt to a project while it is still in progress.
If you do break your obligations or if we cancel our commitments, you will immediately be
responsible for paying any fees and expenses resulting from us carrying out your
instructions up to the date of cancellation.
If you cancel a project, or place it on hold indefinitely, at any stage, we may invoice you in
• for all the work we have done up to that point, at our usual hourly rate
• for any costs we face for outside supplies already ordered for the project.
If you call a halt to a project before it is finished, you have no copyright license or similar
rights in the work we have done so far. Nor can you make use of our work or exploit it in