Terms + Conditions
As of June 2023
Sum.Place believes that the relationship between our clients and ourselves should be based on mutual confidence and trust. However, in order to avoid any misunderstanding, we have set out the terms by which we, The Practice, provide our services to you, The Client.
“The Practice” means Sum.Place Limited; a company registered in England and Wales.
“The Client” shall mean any individual, firm, company or other party with whom The Practice contracts or seeks to contract.
“Services” means services to be provided by The Practice to The Client, as agreed by both parties verbally, via email exchange or other similar method or defined in the Client Brief but always subject to these Terms and Conditions.
“Material” means all artwork, copy, models, designs, photographs, software and all other material created by the Practice for The Client in connection with Accounts by directors or employees of The Practice.
Appointment
The Client appoints The Practice to carry out and provide the Services for The Client in accordance with these Terms and Conditions. These Terms and Conditions represent the sole Contract between The Practice and The Client for Services to be provided.
1. Client Brief
1.1 The Client agrees to give a full and clear brief to The Practice and ensure all facts regarding the project requirements, deliverables, objectives, products and/or services are accurate and clear.
2. Prices + Quotes
2.1 Sum Place’s prices are defined as a day rate unless otherwise agreed between The Client and The Practice.
2.2 All quotes/estimates are valid for 30 days from the date of submission and are exclusive of VAT unless otherwise stated.
2.3 Quotes/estimates are based on the information provided by The Client, including, but not limited to, detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should The Client’s requirements change at any time during the project.
2.4 The Practice reserves the right to alter the daily rate at any time as business needs dictate. But we will inform The Client of any alterations as and when.
2.5 Quotes/estimates are based on The Practice’s current costs and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
2.6 Any estimates given by The Practice as to the time of completion or performance of its services shall be estimates only.
2.7 A signed purchase order with a PO number or email confirming project value will need to be raised or supplied by The Client to The Practice for the full quoted and agreed amount before work can commence on any job.
2.8 All reasonable expenses for travel and accommodation are re-charged to The Client at net unless otherwise agreed between The Client and The Practice.
3. Methods
3.1 The Client will provide email approval to proceed on all project stages as defined and required by The Practice.
3.2 Any stated timescale is reliant upon The Client providing all required information/ copy/images within the time set out at project initiation.
3.3 The Practice reserves the right to subcontract the fulfilment of an order or any part thereof.
3.4 When required to expedite project delivery ahead of the time needed for proper production of a given deadline, The Practice shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for The Client’s account.
3.5 The Client’s property and property supplied to The Practice on behalf of The Client, whilst it is in the possession of The Practice or in transit to or from The Client, will be deemed to be at The Client’s risk unless otherwise agreed and The Client should insure accordingly.
3.6 The Practice shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
4. Intellectual Property (IP) and Other Right Intellectual Property (IP) rights refer to a collection of rights that includes copyright among other rights such as patents and trademarks.
4.1 Upon The Client fulfilling all its obligations under a defined agreement or contract including those relating to payment and the period of notice, The Practice grants The Client IP rights from the end of the agreement or contract for the use of The Practice Material.
4.2 Unless instructed otherwise in writing The Practice will assume all Client-supplied materials are free of intellectual property and copyright provisions or any restriction regarding confidentiality of information.
4.4 The Practice retains the IP in any material contained in any presentation made in competition with any other practice in the event of The Practice’s presentation being unsuccessful.
4.5 The Practice retains the right to mention or feature any work commissioned or undertaken on behalf of The Client on its websites, brochures or any publicity.
5. Ownership
5.1 All Material prepared by The Practice and paid for by The Client will be The Client’s property but The Client will not necessarily own the copyright(s) or other Rights in it. For the avoidance of doubt, The Client shall not own the copyright in ‘stock’ photographs obtained from news or photographic agencies for particular advertisements or photography or to any other medium in which this material may be supplied.
6. Invoices + Payment
6.1 Payments are invoiced 50% upon commencement of the project and 50% at the end of the project and must be made no more than 7 days after the date of invoice unless otherwise agreed in writing in advance. We understand and will exercise our statutory right to charge interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
6.2 All invoices are exclusive to UK VAT at the current rate.
6.3 All payments must be in UK pounds sterling.
6.4 Except where previously agreed in writing, all work completed after project inception wil be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.
6.5 If The Practice incurs any costs as a result of The Client’s neglect or default, The Practice may charge those costs to The Client in addition to the contract price.
6.6 When payment is overdue, The Practice may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but uncompleted may be suspended and payment, therefore, becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
6.7 The Practice may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
7. Warranties + Indemnities
7.1 The Practice warrants that its personnel working on the Services are and shall be competent and suitable, whether as to qualifications, experience or otherwise, to perform the Services.
“The Practice” means Sum.Place Limited; a company registered in England and Wales.
“The Client” shall mean any individual, firm, company or other party with whom The Practice contracts or seeks to contract.
“Services” means services to be provided by The Practice to The Client, as agreed by both parties verbally, via email exchange or other similar method or defined in the Client Brief but always subject to these Terms and Conditions.
“Material” means all artwork, copy, models, designs, photographs, software and all other material created by the Practice for The Client in connection with Accounts by directors or employees of The Practice.
Appointment
The Client appoints The Practice to carry out and provide the Services for The Client in accordance with these Terms and Conditions. These Terms and Conditions represent the sole Contract between The Practice and The Client for Services to be provided.
1. Client Brief
1.1 The Client agrees to give a full and clear brief to The Practice and ensure all facts regarding the project requirements, deliverables, objectives, products and/or services are accurate and clear.
2. Prices + Quotes
2.1 Sum Place’s prices are defined as a day rate unless otherwise agreed between The Client and The Practice.
2.2 All quotes/estimates are valid for 30 days from the date of submission and are exclusive of VAT unless otherwise stated.
2.3 Quotes/estimates are based on the information provided by The Client, including, but not limited to, detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should The Client’s requirements change at any time during the project.
2.4 The Practice reserves the right to alter the daily rate at any time as business needs dictate. But we will inform The Client of any alterations as and when.
2.5 Quotes/estimates are based on The Practice’s current costs and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
2.6 Any estimates given by The Practice as to the time of completion or performance of its services shall be estimates only.
2.7 A signed purchase order with a PO number or email confirming project value will need to be raised or supplied by The Client to The Practice for the full quoted and agreed amount before work can commence on any job.
2.8 All reasonable expenses for travel and accommodation are re-charged to The Client at net unless otherwise agreed between The Client and The Practice.
3. Methods
3.1 The Client will provide email approval to proceed on all project stages as defined and required by The Practice.
3.2 Any stated timescale is reliant upon The Client providing all required information/ copy/images within the time set out at project initiation.
3.3 The Practice reserves the right to subcontract the fulfilment of an order or any part thereof.
3.4 When required to expedite project delivery ahead of the time needed for proper production of a given deadline, The Practice shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for The Client’s account.
3.5 The Client’s property and property supplied to The Practice on behalf of The Client, whilst it is in the possession of The Practice or in transit to or from The Client, will be deemed to be at The Client’s risk unless otherwise agreed and The Client should insure accordingly.
3.6 The Practice shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
4. Intellectual Property (IP) and Other Right Intellectual Property (IP) rights refer to a collection of rights that includes copyright among other rights such as patents and trademarks.
4.1 Upon The Client fulfilling all its obligations under a defined agreement or contract including those relating to payment and the period of notice, The Practice grants The Client IP rights from the end of the agreement or contract for the use of The Practice Material.
4.2 Unless instructed otherwise in writing The Practice will assume all Client-supplied materials are free of intellectual property and copyright provisions or any restriction regarding confidentiality of information.
4.4 The Practice retains the IP in any material contained in any presentation made in competition with any other practice in the event of The Practice’s presentation being unsuccessful.
4.5 The Practice retains the right to mention or feature any work commissioned or undertaken on behalf of The Client on its websites, brochures or any publicity.
5. Ownership
5.1 All Material prepared by The Practice and paid for by The Client will be The Client’s property but The Client will not necessarily own the copyright(s) or other Rights in it. For the avoidance of doubt, The Client shall not own the copyright in ‘stock’ photographs obtained from news or photographic agencies for particular advertisements or photography or to any other medium in which this material may be supplied.
6. Invoices + Payment
6.1 Payments are invoiced 50% upon commencement of the project and 50% at the end of the project and must be made no more than 7 days after the date of invoice unless otherwise agreed in writing in advance. We understand and will exercise our statutory right to charge interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
6.2 All invoices are exclusive to UK VAT at the current rate.
6.3 All payments must be in UK pounds sterling.
6.4 Except where previously agreed in writing, all work completed after project inception wil be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.
6.5 If The Practice incurs any costs as a result of The Client’s neglect or default, The Practice may charge those costs to The Client in addition to the contract price.
6.6 When payment is overdue, The Practice may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but uncompleted may be suspended and payment, therefore, becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
6.7 The Practice may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
7. Warranties + Indemnities
7.1 The Practice warrants that its personnel working on the Services are and shall be competent and suitable, whether as to qualifications, experience or otherwise, to perform the Services.
7.2 If there is an error in Advertising as published or publication is delayed or does not occur as planned, the Practice will not be liable unless this is caused by its default or neglect.
7.3 Should the Practice or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of The Client’s breach of this Agreement, The Client shall indemnify the other, subject to the provisions of Clause 9.
7.4 The Client warrants that to the best of its knowledge, information and belief all Account information supplied to The Practice before and during the Term will be accurate and not in any way contrary to any law applicable in any part of the Territory.
7.5 The Client agrees to indemnify and keep The Practice indemnified against any or all costs, demands, expenses, losses or damages incurred by the Practice arising from or out of any cancellation, delay, alteration or disruption to the production of the Advertising which results from any act or threatened act of terrorism or military action.
7.6 The Client accepts full legal responsibility in respect of any Advertising approved by it for publication and will indemnify the Practice in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by The Client for advertising purposes.
7.7 The Practice will take all reasonable precautions to safeguard The Client’s property entrusted to our care, but The Practice will not be responsible in any manner however, for its loss, damage, destruction or unauthorised use except where the same is the direct result of our negligence or wilful default.
7.8 Any claims against The Practice arising as a result of damage, delay or loss of goods in transit must be submitted in writing to The Practice and the carrier so as to reach The Practice and the carrier within three working days of delivery and claims for non-delivery within twenty-eight days of despatch of the goods. All other claims must be made within ten days of delivery.
8. Limitation of Liability
8.1 Nothing in this Agreement shall exclude or in any way limit The Practice’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this but including any liability arising under any indemnity under this Agreement:
8.1.1 The Practice’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total remuneration payable to The Practice hereunder during the preceding 12 months; and
8.1.2 The Practice will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
8.2 This Agreement states the full extent of The Practice’s obligations and liabilities in respect of the Advertising and the performance of the Services. The parties agree that any condition, warranty representation or other term concerning the Advertising and/or the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
8.3 The Client agrees that if delivery of any Service or Materials is postponed or cancelled as a result of any act or threatened act of terrorism or military action, The Client shall have no claim of any kind over all or any part of any agreed production budget. The Practice shall use its reasonable endeavours to recoup as much of any such production budget from third parties as is possible in the circumstances and account to The Client for any sums the Practice is able to recover less The Practice’s own costs and expenses.
9. Confidential Information
9.1 The Practice acknowledges a duty not to disclose without The Client’s permission during or after the term of appointment any confidential information resulting from studies or surveys commissioned and paid for by The Client. The Client, in turn acknowledges The Practice’s right to use as The Practice sees fit any general marketing or advertising intelligence in the field of The Client’s product or service, which we have gained in the course of our appointment.
10. Data Protection
10.1 The parties do not envisage that the Data Protection Act 1998 and/or the General Data Protection Regulation (as applicable) (Act) will apply to this Agreement but, to the extent that it does, the parties acknowledge and agree that the Practice will be the “data processor”, as defined under the Act.
10.2 Where the Act does apply:
10.2.1 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage;
10.2.2 Each party warrants to the other that it will comply with its obligations under the Act; and
10.2.3 The Client warrants that it has all necessary consents and authority under the Act to allow it to transfer personal data to The Practice for the purposes of this Agreement.
10.3 Where The Client asks The Practice to process personal data (as defined under the Act) we will be classified as a data processor (as defined under the Act) and will:
10.3.1 Only act on the written instructions of the controller (unless required by law to act without such instructions);
10.3.2 Ensure that people processing the data are subject to a duty of confidence;
10.3.3 Take appropriate measures to ensure the security of processing; only engage a sub-processor with the prior consent of the data controller and with a written contract in place;
10.3.4 Assist the data controller in providing subject access and allowing data subjects to exercise their rights under the GDPR;
10.3.5 Assist the data controller in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
10.3.6 Delete or return all personal data to the controller as requested at the end of the contract; and
10.3.7 Submit to audits and inspections, provide the controller with whatever information it needs to ensure that they are both meeting their Article 28 obligations and tell the controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.
Nothing within this Agreement relieves The Practice of its own direct responsibilities and liabilities under the Act.
11. Force Majeure
11.1 The Practice shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its 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 The Practice elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
12. Law + Jurisdiction
12.1 All contracts between The Client and The Practice is to be governed by and construed in accordance with English Law and any litigation for enforcement or redress shall be brought in the Courts of England.
13. General
13.1 Sum.Place Ltd reserves the right to change or modify these terms at any stage with immediate effect.
7.3 Should the Practice or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of The Client’s breach of this Agreement, The Client shall indemnify the other, subject to the provisions of Clause 9.
7.4 The Client warrants that to the best of its knowledge, information and belief all Account information supplied to The Practice before and during the Term will be accurate and not in any way contrary to any law applicable in any part of the Territory.
7.5 The Client agrees to indemnify and keep The Practice indemnified against any or all costs, demands, expenses, losses or damages incurred by the Practice arising from or out of any cancellation, delay, alteration or disruption to the production of the Advertising which results from any act or threatened act of terrorism or military action.
7.6 The Client accepts full legal responsibility in respect of any Advertising approved by it for publication and will indemnify the Practice in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by The Client for advertising purposes.
7.7 The Practice will take all reasonable precautions to safeguard The Client’s property entrusted to our care, but The Practice will not be responsible in any manner however, for its loss, damage, destruction or unauthorised use except where the same is the direct result of our negligence or wilful default.
7.8 Any claims against The Practice arising as a result of damage, delay or loss of goods in transit must be submitted in writing to The Practice and the carrier so as to reach The Practice and the carrier within three working days of delivery and claims for non-delivery within twenty-eight days of despatch of the goods. All other claims must be made within ten days of delivery.
8. Limitation of Liability
8.1 Nothing in this Agreement shall exclude or in any way limit The Practice’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this but including any liability arising under any indemnity under this Agreement:
8.1.1 The Practice’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total remuneration payable to The Practice hereunder during the preceding 12 months; and
8.1.2 The Practice will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
8.2 This Agreement states the full extent of The Practice’s obligations and liabilities in respect of the Advertising and the performance of the Services. The parties agree that any condition, warranty representation or other term concerning the Advertising and/or the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
8.3 The Client agrees that if delivery of any Service or Materials is postponed or cancelled as a result of any act or threatened act of terrorism or military action, The Client shall have no claim of any kind over all or any part of any agreed production budget. The Practice shall use its reasonable endeavours to recoup as much of any such production budget from third parties as is possible in the circumstances and account to The Client for any sums the Practice is able to recover less The Practice’s own costs and expenses.
9. Confidential Information
9.1 The Practice acknowledges a duty not to disclose without The Client’s permission during or after the term of appointment any confidential information resulting from studies or surveys commissioned and paid for by The Client. The Client, in turn acknowledges The Practice’s right to use as The Practice sees fit any general marketing or advertising intelligence in the field of The Client’s product or service, which we have gained in the course of our appointment.
10. Data Protection
10.1 The parties do not envisage that the Data Protection Act 1998 and/or the General Data Protection Regulation (as applicable) (Act) will apply to this Agreement but, to the extent that it does, the parties acknowledge and agree that the Practice will be the “data processor”, as defined under the Act.
10.2 Where the Act does apply:
10.2.1 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage;
10.2.2 Each party warrants to the other that it will comply with its obligations under the Act; and
10.2.3 The Client warrants that it has all necessary consents and authority under the Act to allow it to transfer personal data to The Practice for the purposes of this Agreement.
10.3 Where The Client asks The Practice to process personal data (as defined under the Act) we will be classified as a data processor (as defined under the Act) and will:
10.3.1 Only act on the written instructions of the controller (unless required by law to act without such instructions);
10.3.2 Ensure that people processing the data are subject to a duty of confidence;
10.3.3 Take appropriate measures to ensure the security of processing; only engage a sub-processor with the prior consent of the data controller and with a written contract in place;
10.3.4 Assist the data controller in providing subject access and allowing data subjects to exercise their rights under the GDPR;
10.3.5 Assist the data controller in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
10.3.6 Delete or return all personal data to the controller as requested at the end of the contract; and
10.3.7 Submit to audits and inspections, provide the controller with whatever information it needs to ensure that they are both meeting their Article 28 obligations and tell the controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.
Nothing within this Agreement relieves The Practice of its own direct responsibilities and liabilities under the Act.
11. Force Majeure
11.1 The Practice shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its 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 The Practice elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
12. Law + Jurisdiction
12.1 All contracts between The Client and The Practice is to be governed by and construed in accordance with English Law and any litigation for enforcement or redress shall be brought in the Courts of England.
13. General
13.1 Sum.Place Ltd reserves the right to change or modify these terms at any stage with immediate effect.
