Terms and Conditions of Lyall Hakaraia Designer Services
October 2007
Terms & Conditions
1. The following terms of business apply to all contracts between us. Acceptance of a quote, and commissioning of a design project, will be taken as acceptance of these terms of business, unless otherwise agreed in writing before commencing the design project.
Fees & Invoicing
2. Where the amount payable to Lyall Hakaraia is £250 or more, we will invoice you in two staged payments. The first 50% of the agreed fee for the project will be invoiced on commission of the project. The balance 50% of the agreed fee, plus any additional costs outstanding (including, without limitation, under terms 5, 11, 12, 14, 15, 20 and 25) will be charged on completion of the project and final presentation (or documentation). Such costs will either be included in the second invoice or will be invoiced separately.
3. Where the fees payable do not exceed £250, the full (100%) amount will be invoiced on commissioning the project. Outstanding costs (including, without limitation, under terms 4, 10, 11, 13, 14, 21 and 24) will be invoiced on completion of the project.
4. Where cash is required on delivery, this will be stated in the quote.
5. The fees exclude VAT, which will be charged as applicable.
6. Lyall Hakaraia will charge for [reasonable] supplementary expenses such as hotel, travel and subsistence costs. A handling charge of 10% will be made on all expenses.
7. Payment of each invoice is due from you within 30 days of the invoice date, unless stated otherwise on your quote. For any non payment by due date Lyall Hakaraia will be entitled to charge interest on all sums outstanding thereafter at a rate of 20% per month calculated on a daily basis payable from the invoice date until the date of payment of the outstanding amount in full.
8. All payments must be made in sterling unless otherwise agreed by Lyall Hakaraia. For all non-sterling payments an administrative charge may be made.
9. Any quotation for a project made by Lyall Hakaraia will remain valid for one month.
10. Lyall Hakaraia reserves the right to adjust the fees and the date of completion of the project in the event that the project proposal is altered after the project is commissioned.
Confirmation, cancellation & termination
10. Lyall Hakaraia requires written confirmation to commence a project. Once the project has been confirmed, the cancellation charges set out below will apply.
11. If the project is cancelled by you at any time during the project [after the agreed fittings or design have been made/ up to 14 days prior to fittings or design/ during fittings or design / once fittings or design has been completed, you will be liable to Lyall Hakaraia for any and all direct and indirect expenses and costs incurred by Lyall Hakaraia, his officers, agents or employees and any loss of earnings or other any loss whatsoever.
12. Either of us may terminate this agreement at any time by written notice to the other if the other goes into liquidation, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed over all or part of its business.
Cost assumptions
13. The prices quoted are estimated according to specific design project requirements, the agreed timescale and any assumptions detailed in the quote. If the timescale, project objectives or requirements, or research approach or materials required, or the assumptions on which the quote is based change in any way, Lyall Hakaraia reserves the right to review the agreed fee and charge for any additional work that has resulted from changes.
14. Lyall Hakaraia cannot accept responsibility for delays caused by weather, transport difficulties, industrial action or any other circumstances beyond its control.
15. The contract quote includes one verbal presentation and an electronic copy of documentation. We reserve the right to charge for additional presentations and the production of additional documents.
16. The cost of stimulus material or colour copies of stimulus material will be charged at cost, and will remain in the possession of Lyall Hakaraia.
Working practice
17. Lyall Hakaraia observes the Code of Practice of The Society For Professional Designers, and qualitative recruitment best practice outlined by the British Apparel and Textile Confederation (BATC). Copies of both can be found on the web sites www.csd.org.uk/ and BATC by phoning +442076367788.
18. In providing the services, we will comply with the Data Protection Act 1998 and any other relevant secondary legislation. We gain respondents’ permission to use recordings or images for design research purposes only, not for use in external promotions or in the public domain.
19. The identity of personal records and data pertaining to persons who take part in projects are confidential information and will not be revealed to clients or any third party.
20. Except in respect of death or personal injury, Lyall Hakaraia shall not be liable to you by reason of any representation (unless fraudulent), or any term (express or implied) of our agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of or in connection with the design or the use of the results of the design by you, and the entire liability of Lyall Hakaraia under or in connection with the agreement shall not exceed £300,000 (the limit of our professional indemnity insurance) in respect of any claim or series of connected claims.
21. In line with standard practice, in the event that you request designs from three or more competitors a fee of £500 may be charged to you by us. This will be credited against the design fee if Lyall Hakaraia proposal is accepted.
22. You will supply at your expense, all agreed measurements, story boards, color ways, fabric swatches, documents, contacts, chosen photographers, chosen locations, and all necessary materials and information to assist the design process (and ensure the accuracy of the same), within sufficient time to enable us to carry out the design in accordance with the quote.
23. Any changes or additions to the design must be agreed in writing by us.
24. Upon commencement of the design, you will be responsible for the insurance of any product samples or stimulus material used in the design against accidental loss or damage, until the date of their return to you in accordance with this term. Lyall Hakaraia may dispose of all materials supplied by you after three months following completion of a design project, unless you request their return, at your expense, in writing.
25. Lyall Hakaraia will keep key documents including (without limitation) electronic copies of the design proposal, sample details, recruitment questionnaire, debrief documentation) for three months from project completion after which they will be destroyed securely. Audio/video recordings and any measurements, products and materials relating to the design will be destroyed securely after three months.
International work
26. Fees that include foreign location costs are based on the exchange rates prevailing between sterling and the currencies of the applicable countries on the specified date. The rates used are those quoted at http://www.x-rates.com/. Lyall Hakaraia reserves the right to adjust the final fee in line with any rate fluctuations during the course of the design project.
Samples, Items on Loan, Items Hired
27. Any samples, completed items, partly completed items, and any material whatsoever belonging to Lyall Hakaraia, or any agent or employee or company associated with his business, which is loaned or used by any other person for a fashion shoot, design event, or any other purpose will be invoiced at replacement value on delivery, and will remain the property of Lyall Hakaraia. Any lost, stolen or damaged said item, including loss or damage during delivery, shall be the liability of the borrower.
If any sample, loan or hired item is not returned by the agreed date on the invoice, or there is any damage to the item, the full value of the invoice will be immediately due. Lyall Hakaraia will hold a deposit from the commencement of the loan or hire against return of any said item where he sees fit.
In any event, any item on sample, loan or hire must be returned forthwith if Lyall Hakaraia considers it to be at risk due to lack of care. Where a demand for return of item is made, either the item must be returned intact immediately, or invoice payment is due immediately. The timing of request for returns by Lyall Hakaraia cannot be contested.
Copyright and confidentiality
27. The copyright and all other intellectual property rights whatsoever in any work produced by us for you during the design project including (without limitation) our quote, any documentation and any other materials whether (without limitation) vested, contingent or future shall belong to us absolutely at all times.
28. You warrant that any material or information supplied by you and its use by us, will not infringe the copyright or other intellectual property rights of any third party, and you will indemnify us against any loss, damages, costs, expenses or other claims arising from any such infringement.
29. Lyall Hakaraia undertakes to keep confidential and not disclose to any other person (except in the proper performance of duties) either during or after the termination of this contract any information whatsoever relating to your business or any trade secrets or make use of the same in any manner which might be prejudicial to your interests.
30. You undertake to keep confidential and not disclose to any other person either during or after the termination of this contract any information whatsoever relating to our business, any quotes, any proposals, methodologies and documentation or other information supplied by us during or before the project, or make use of the same in any manner which might be prejudicial to our interests.
31. The findings from Lyall Hakaraia’s design may only be published, used or quoted elsewhere, with our prior written approval and provided that the findings and work are attributed to Lyall Hakaraia and his website www.hakaraia.com is acknowledged.
General
32. English law governs the agreement between us and you agree to submit to the non-exclusive jurisdiction of the English courts.
33. These terms, together with the design proposal and proposal confirmation, constitute the entire agreement between us, supersede any previous agreements or understandings and all other terms, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
34. A notice required to be served on either of us under these terms shall be in writing addressed to the other at its registered office or principal place of business or such other address as may have been notified to the party giving notice pursuant to this term.
35. No failure or delay by us to exercise any of our rights under the agreement shall be deemed to be a waiver of that right, and no waiver of any breach of the agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.
36. If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of these terms and the remainder of the provision in question shall not be affected.