TERMS AND CONDITIONS
The following Terms and Conditions of Service apply to all products and services provided by Missing Cloud Creative Agency Ltd, “Missing Cloud” for short. Please read these Terms carefully as they set out your rights and obligations when you engage Missing Cloud for any of their services and you must comply with these Terms. All work is carried out by Missing Cloud on the understanding that the client has agreed to these Terms and Conditions.
Ownership and Rights
The process of creating the ‘finished product’ for a client, requires the construction of native and/or master files. These files contain intellectual techniques and/or information. Whilst the ‘finished product’ is the licensed to be used for the client (upon full payment), the ‘native files’ remain the exclusive property of Missing Cloud..
The native (source) files (the files that were used to originally create the document, ie, InDesign™, Illustrator™, Photoshop™, After Effects™, Cinema4d™, Word™, PowerPoint™, Excel™, etc) sketches, illustrations, including electronic files, procedures and development files employed to create the agreed work remain the sole property of Missing Cloud unless specifically agreed and released in writing and after all costs have been settled. A charge for supply of native files will be incurred as it includes intellectual creative expertise, file retrieval, digital file/disc transfer, compensation for loss of (future) earnings. Native files will not be supplied until payment is received in full. This does not include unused intermediate ideas and concepts, which will remain the property of Missing Cloud. Also does not include purchased Fonts as it is illegal to hand them over – instead the font licences will need to be supplied in outlines and the client will have to purchase the font licences themselves.
For Commercial Confidentiality and Intellectual Property reasons, Missing Cloud native files cannot be accessed by any external company or contractors without prior consent of Missing Cloud. In the event that Missing Cloud (at our sole discression) allows access by 3rd parties additional terms & conditions will apply. By allowing external parties to access these files, you unconditionallly waive Missing Cloud for any liability that may be associated by changes to the files and backup files that we may hold.
Charges may apply to digitally transport large file sizes at the discretion of Missing Cloud and the client will be solely responsible for these costs. Missing Cloud will construct achievable ‘non-native’ file requests on any given request, standard or rush hourly charges/rates will apply.
In the construction of Graphics, Animations and Data, Missing Cloud relies upon the information that is supplied by the client. While best practice is applied by Missing Cloud, it is the sole responsibily of the client to ensure the information is correct and the end result matches the data supplied. Clients unconditionally accept that the final proof supplied is correct and cannot hold Missing Cloud liable under any circumstances for errors and ommissions.
Stock Content
While constructing Graphics, Animations and presentation, Missing Cloud may purchase stock photography or other stock assets or font licences. These images and fonts are licensed to Missing Cloud and are not transferable without written authorisation by Missing Cloud with the appropriate royalty fees. Images and fonts supplied by the client for artwork must be licesnsed by the client and the client accepts all liablity for any infringing copyright. Once the images are supplied to Missing Cloud, we will use them without restriction in the project or any related projects – unless advised of any restrictions. All data is treated in commercial confidence, but will remain on our systems for integrity verification in the event of a dispute.
Whilst every effort has been made in ensuring that print-ready artwork is colour correct and free of errors, Missing Cloud can not be held liable for colour matching or production quality due to skipping the checking of printed proofs and press checking or any related/similar issues.
Copyrights and Trademarks
Copyright is retained by Missing Cloud on all design work including words, pictures, ideas, visuals, animations, and illustrations unless specifically released in writing and after all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by Missing Cloud as fulfilling the contract. All other designs and concepts remain the property of Missing Cloud, unless agreed in writing that this arrangement has been changed. By supplying text, images and other data to Missing Cloud for inclusion in the customer’s website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner. The customer agrees to fully indemnify and hold Missing Cloud free from any and all claims resulting from the customer not having obtained all the required copyright, and/or any other necessary permissions.
Design Charges
Prices quoted for all work are estimates only and are based on the initial brief from the client. Any changes, corrections or work additional to the original brief will be charged at an hourly rate (or a preagreed fee negotiated by the client and Missing Cloud). Charges for design services to be provided by Missing Cloud, will be set out in a written estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 30-50% of the quoted fee will become immediately due. Work on the project will not commence until Missing Cloud has received this amount. All work conducted by Missing Cloud at the request of the Customer, and without an agreed quotation will be charged at an hourly rate. Charges are not negotiable once work has commenced. Missing Cloud will raise and send mid-project invoices regularly during an active project. These mid-project invoices are not tied to specific project milestones and may not be tied to specific dates, and can be weekly, bi-weekly, or issued for a specific number of work-hours (ie: 20 work-hours). Our studio and business model is set up to operate with a pre-payment method, ensuring that the work and finances progresses equally with time, and as such, mid-project invoices that are not settled in time (usually these pre-discussed mid-porject invoices are to be settled within 3-5 days after raising) will result in the project put on-hold, and a project re-initiation fee will be charged to compensate for the changed studio/service scheduling.
Charges for Other Services
Charges for any additional services (ie: agreed third party contractor (voice over services, etc) fees) over and above the estimated design, will become fully payable (100% of the quoted/estimated amount) at the time of estimate or quotation acceptance.
Payment
The client will be provided with an Invoice prior to final issue/delivery of artwork or publication. At this time the remainder of the amount due will become payable. Accounts which remain outstanding for 7 days from the date of invoice, will incur an extra charge of 5% per month of the outstanding amount. If the services of a debt collection agency are required to receive payment of this account, the cost collection will be added to the invoice.
Supply of files by the client
It is the responsibility of the client to supply correct, proofed text files in an agreed format and file type. Any changes or corrections to original text supplied will be charged at an hourly rate (minimum of one hour). It is the responsibility of the client to supply appropriate resolution photos and images in an agreed file type. Missing Cloud takes no responsibility for the print quality or resolution of images provided by the client.
Final art approvals and changes
It is the responsibility of the client to proof all artwork and production files before sign-off and/or production. Missing Cloud takes no responsibility for errors in typography, spelling, grammar, formatting or file errors. Any changes or corrections made by the client subsequent to the issue of final artwork will be charged at an hourly rate (minimum of one hour). Missing Cloud may extend or modify any delivery schedule or deadline as may be required by such changes. Re-issue of artwork on disk, via e-mail or ftp upload will be charged at an hourly rate (minimum of one hour).
Showcasing Artwork
Missing Cloud reserves the right to show any artwork, ideas and sketches created for Projects in a portfolio, in various online galleries and in project process posts as examples of client work. If you are unhappy for Missing Cloud to display your logo design in portfolios and in other online inspiration galleries, please discuss this with the team before proceeding with any projects.