Full Terms and Conditions
Moriarti Design & Marketing Limited is registered in Scotland.
Company Registration: SC 235983.
Registered office: Abercorn School, Newton, Broxburn, EH52 6PZ.
VAT No: 804 1363 65.
These are the main terms and conditions of business under which Moriarti Design and Marketing Limited ("Moriarti") will undertake design and consultancy work ("the Services") for you ("the Client"). If there are otherterms and conditions you require to agree with Moriarti you must ensurethese are confirmed in writing by Moriarti before any work is commenced otherwise Moriarti's terms and conditions will prevail.
Moriarti's Fees are exclusive of VAT. These fees apply to work carried out for the Services agreed between the Client and Moriarti. They are specific for each project or piece of work undertaken and will be agreed in advance; any further project or piece of work will be subject to separate fee arrangements.
Project Fees & Payment Terms
Charges for design services to be provided by Moriarti, will be set out in the written estimate or quotation that is provided to the Client. At the time of the Client's signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, Moriarti will invoice an agreed % of the total quoted Services fees at the start of each Client project. The remaining % of the Services fees will be invoiced upon agreed delivery milestones of approved design, artwork or in certain cases upon completion of the Services as may be specified and agreed to by Moriarti and Client.
Moriarti's Fee invoices, and Purchases and Expenses invoices, are payable no later than 14 days after whichever is earlier from 1. invoice date, or 2.
Moriarti sent email time stamp where invoice was attached electronically unless otherwise stated and agreed in writing.
If any amount of an invoice is disputed then the Client shall inform Moriarti of the grounds for such dispute within 7 days of the date of the invoice or sent email time stamp where invoice was attached electronically and shall pay to the Moriarti the value of the invoice less the disputed amount in accordance with these payment terms. Once settlement of the dispute has been agreed, any sum then outstanding shall also be payable in accordance with these payment terms.
There are two fundamental principles on which the Moriarti/Client financial relationship is based:
i) Moriarti shall finance its own operations, but not costs incurred on behalf of its clients
ii) Moriarti, in its dealings with suppliers, shall pay timeously all supplier invoices.
Where Moriarti's standard terms of business are used, It is therefore essential that Moriarti is paid by the Client within the 14 day period.
Accounts which remain outstanding for 30 days after the date of invoice or sent email time stamp where invoice was attached electronically, will incur an extra charge of 8% per month above the Bank of England's base rate of the outstanding amount. Payments may be made by cash, cheque, or (for overseas customers), Pound Sterling International Money Order or previously agreed electronic funds transfer. Publication and/or release of work completed by Moriarti on behalf of the client, may not take place before cleared funds have been received.
Digital Deliverables Go Live
Moriarti will notify the Client by email that a final build of the Client website or web based application has been uploaded to Moriarti's staging server for Client review and approval. Once live on Moriarti's staging server, Moriarti will issue a Go Live invoice to the Client by email that must be paid in full before the approved website or web application on Moriarti's staging server will be uploaded to the live server.
Changes to the Services
Once Moriarti has started work on any agreed Services, if the client decides to cancel or put on hold the delivery of these Services, or there are undue client delays that impact the delivery of services more than 21 days, for whatever reason, Moriarti shall be entitled to invoice the client for all fees and costs incurred up to the point that the agreed Services was cancelled, put on hold or unduly delayed.￼￼￼￼￼￼￼￼￼￼￼
Out of scope Services
Any additional Services including designs, artwork, features or deliverables requested after project Services commencement, but not specifically detailed and included in writing in any proposal or quotation from Moriarti and accepted by the client, will be deemed "out of scope Services". Any "out of scope Services" need to be discussed, scoped and estimated by Moriarti and any additional fees agreed and accepted by Client before Moriarti will commit to delivering any such "out of scope Services".
The Client agrees that changes required over and above the estimated Services or required to be carried out after acceptance of the draft design will be liable to a separate charge. The Client also agrees that Moriarti holds no responsibility for any amendments made by any third party, before or after a design is published.
Rights to unused ideas, sketches and designs
Where the Client engages Moriarti to create the agreed Services, it is agreed by both parties that the Services includes only the final, deliverable designs and/or artwork and not any preliminary ideas, concepts, sketches, designs as may be required as part of the delivery of the final Services.
Moriarti may incorporate certain Designer Tools into digital Services deliverables. "Designer Tools" means all design tools developed or utilised by Moriarti in performing the Services, including without limitation: pre-existing and newly developed software, Web authoring tools, type fonts, and application tools. In the event Designer Tools are incorporated into any final Services delivered, then Moriarti grants the Client a royalty-free, perpetual, worldwide, non-exclusive license to use the Designer Tools to the extent necessary to use the final Services delivered. Moriarti retains all other rights in the Designer Tools."
A Client account shall be considered default if it remains unpaid for more than 30 days from the date of invoice or sent email time stamp where invoice was attached electronically, or following a returned cheque. Moriarti shall be considered entitled to remove both Moriarti and/or the Client's material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for Services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, subcontractors, printers, photographers and libraries. Removal of such materials does not relieve the Client of it's obligation to pay the due amount. Clients whose accounts become default agree to pay Moriarti reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
All intellectual property rights (including copyright, registered and unregistered design rights, rights in trademarks and and inventions (whether patented or not)) in all artwork, copy and other work ("the Services") produced for the Client by, or assigned to, Moriarti, for the Client belongs to Moriarti.
Where the Client is in possession of the Services which has been delivered by Moriarti but for which invoices in respect of the Services delivered have not been paid, Moriarti grants to the Client a temporary exclusive licence to use Moriarti's Intellectual Property in the Services. This temporary exclusive license can be revoked by Moriarti for non payment of invoices according to Moriarti's standard terms of business or as may be specifically agreed in writing with the Client.
On the payment in full of all outstanding invoices in respect of the Services, Moriarti grants to the Client a express copyright and design right (registered and unregistered) licence to copy (in the case of the copyright licence) and duplicate (in the case of the design right licence) the Services for the purposes it was intended.
By supplying text, images and other data to Moriarti for inclusion in the Services produced for the Client, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner. Any artwork, images, or text supplied and/or designed by Moriarti on behalf of the Client, will remain the property of Moriarti and/or it's suppliers.
The Client may request in writing from Moriarti, the necessary permission to use materials (for which Moriarti holds the copyright) in forms other than for which it was originally supplied, and Moriarti may, at it's discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to Moriarti, the Client grants Moriarti permission to use this material freely in the pursuit of the Services produced for the Client. Should Moriarti, or the Client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to Moriarti to remove and/or replace the file in the Services produced for the Client. The Client agrees to fully indemnify and hold Moriarti free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
Either party may terminate the Services contract at any time through written request with at least 7 days notice. The Client shall upon termination pay Moriarti all unpaid amounts due for any Services completed prior to notice of termination.
Last updated 30th March 2017