Definitions:
1. “Grinning Graphics”, “GGs”, “we”, “us”, “our”, “the company” means Grinning Graphics, 22 Camm Street, Brighouse, West Yorkshire, HD6 1UE
2. “Client”, “Customer”, “you”, “your” means you, the person or persons in whose name(s) a service is maintained by or delivered to.
3. “Technical contact” means a person or persons nominated by the Customer with whom GGs can discuss all matters of a technical nature relating to the Service.
4. “Working hours” means 8am to 6pm, Monday to Friday, excluding Bank holidays.

• Communication
GGs can be reached by telephone and email from Monday to Friday between 8am and 6pm GMT on:
tel: 07837733242. Email : grinninggraphics@gmail.com
GGs aims to respond to all enquiries (to address: grinninggraphics@gmail.com) within 4 working hours. We aim to answer the phones during working hours, but under times of high demand or staff sickness, may defer to an answering service where we promise to return all messages as soon as possible.

• Payment schedule
The Client will make a 50% down-payment prior to work commencing. The project can be scheduled once the down-payment is received by GGs. The down-payment is non-refundable. The remaining 50 percent is payable to GGs upon completion of the project, and before original artwork is supplied to the Client.

• Delayed payment
If, after the project has commenced, subsequent invoices are not paid within 30 days, a 5% “delayed payment” fee will be charged. This initial 5% figure will be added upon each recurring 30 day period until the full amount has been received by GGs.

• Cancellation
If after project commencement Client communication (face-to-face, telephone, or email) stops for a period of 180 days, the project can be cancelled, in writing by GGs, and ownership of all copyrights shall be retained by GGs. A cancellation fee for work completed shall be paid by the Client, with the fee based on the stage of project completion. The fee will not exceed 100 percent of the total project cost.

• Rights 
All services provided by GGs shall be for the exclusive use of the Client other than for GGs’ promotional use. Upon payment of all fees, the following reproduction rights for all approved final designs created by GGs for this project shall be granted:
• Client to gain full transferable rights to brand identity.
• Client to gain full license to reproduce works through commercial printers.

• Ownership
The Client shall be entitled to full ownership of all final artwork created during the project upon full payment of the agreed fee.

• Miscellaneous
• Samples: It is requested that the Client shall provide GGs with samples of print design that result from the project deliverables. Such samples shall be representative of the highest quality of work produced. GGs may use such copies and samples for publication, exhibition, or other promotional purposes.
GGs shall have the right to photograph all completed designs or installations and shall have the right to use such photographs for publication, exhibition, or other promotional purposes.
• Confidentiality: The Client shall inform GGs in writing before the project commences if any portion of any material or information provided by the Client or if any portion of the project is confidential.
• Indemnity: The Client agrees to indemnify and hold harmless GGs from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, but only to the extent caused by, arising out of, the work supplied by GGs.

Consensus
A document containing the above terms and conditions will be supplied via email along with the first invoice. Acceptance should be stated in an email reply.
PO = Purchase Order / VAT = Value Added Tax
1. All charges & prices for services carried out by GGs are subject to VAT (where applicable) at the prevalent rate.
2. All estimated prices quoted, whether written or verbal, are for the listed and mentioned services only. Any additional services required to complete a project will be quoted for in advance and charged accordingly. Deliveries and couriers and printing are additional.
3. A signed purchase order (preferably with a PO number and project value) will need to be raised for the full quoted and agreed amount before work can commence on any job. A separate PO may need to be raised for any extras such as distribution, storage, deliveries or mailing.
4. All work is billed either monthly or on completion of project stage, or the relevant hourly charge as previously agreed.
5. All estimates are based on expected or agreed design time and include two sets of authors corrections where alterations are called for by the Client, or if additional changes are required by Client.
6. Where there is a change of brief, GGs will inform the Client in advance of any extra costs likely to be incurred.
7. All projects are planned to an agreed schedule. Non-adherence to this schedule by the Client may result in compromising final delivery deadlines. If this is likely to occur, GGs will advise the Client as soon as this becomes evident and suggest an alternative solution where feasible. This may incur additional costs.
8. Whilst every effort will be made to achieve agreed delivery, Grinning Graphics cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of Grinning Graphics’ control.
9. The Client will make a 50 percent down-payment prior to work commencing. The project can be scheduled once the down-payment is received by GGs. The down-payment is non-refundable. The remaining 50 percent is payable to GGs upon completion of the project, and before original artwork is supplied to the Client.
10. For all new Clients payment for the full or part amount + VAT may be requested in advance of commencement, as agreed between parties. For any subsequent invoiced work, GGs must receive full payment no later than 30 days after the date of Invoice. Grinning Graphics reserves the right to make a surcharge of 5% per month interest to accounts that are not paid by this time. Client credit screening may affect any subsequent credit agreement.
11.  Once a Client has agreed to Grinning Graphics’ current Terms and Conditions on a credit account with Grinning Graphics, GGs shall invoice in project stages:
e.g. Stage 1- Conceptual Design, Stage 2 - Detailed Design and Design Development etc. Upon stage completion unless where exceptional terms have been agreed with the Client.
12. Grinning Graphics reserves the right to invoice for any disbursements for part works carried out including third party costs incurred on a project should the project be unable to be completed for any reason or has been delayed/put on hold by the Client for a period of 4 weeks or more then stage invoicing will occur.
13. In good faith, Grinning Graphics would hold any supplied files, originals and materials for a period of up to 12 months. Resumption of works on the project would be completed according to the original schedule of costs so long as the project specification remained unaltered.
14. Disbursements on behalf of any Client may result in a request for payment in advance from the Client.
15. All creative work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property – physically, intellectually and in copyright, of Grinning Graphics until full payment has been made on the Client’s account, and all project costs have been cleared.
16. Once final proofs/materials have been signed off, Grinning Graphics cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.
17. It is the responsibility of the Client that all materials (including, but not limited to images, diagrams, logos, videos, data, as well as intellectual property in other media) supplied to Grinning Graphics by the Client will have the relevant copyrights, licenses and permissions for use in the commissioned project. Grinning Graphics will not accept responsibility/liability for infringements caused by any wrongly supplied materials.
18. Grinning Graphics reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the Client. Any outsourced job remains the property/responsibility of Grinning Graphics and such services are deemed to be carried out ‘indirectly’ by Grinning Graphics.
19. As part of larger projects which involve 3rd parties commissioned directly by the Client, Grinning Graphics will not be held responsible in any way for services not carried out/managed directly or indirectly by Grinning Graphics.
20. Advice of any loss, quality or damage issues must be reported to Grinning Graphics within five clear working days of delivery and receipt (whether be printed or digital) and any claim in respect thereof must be made in writing to Grinning Graphics within 3 working days thereafter. Grinning Graphics shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.
21. In the event of any bona fide dispute or difference arising between the parties in connection with the Contract (excluding any dispute relating to non payment of the Charges, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith or by mediation. It is the responsibility of the Client to inform Grinning Graphics immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, deadline), without such information, no disputes will be entered into.
22. Whilst taking every care to protect all media and correspondence supplied, Grinning Graphics cannot accept liability or be held responsible financially or otherwise for any loss. Disputes will not be entered into.
23. Grinning Graphics cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore Grinning Graphics will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strapline, colour usage, image style and content, product or otherwise.
24. It remains the Client’s responsibility to seek copyright protection if desired for any creative/intellectual property provided to the Client by Grinning Graphics.
25. If at any point during the design or development cycle a Client wishes to cancel, they may do so but will be invoiced an amount that Grinning Graphics judges to be proportional to the amount of work completed on the commission and further compensatory charges for booked design time or printing press time or any other supply costs accruing.
26. GGs reserves the right to the addition of GGs’ credit on printed or digital projects unless instructed otherwise by the Client and, to the use for self-promotion any work carried out for the Client.
27. Grinning Graphics reserves the right to use both initial creative concepts and final approved design work for the purposes of the GGs’ marketing activities (both online and offline) unless otherwise requested/agreed with the Client.
28. Terms and Conditions may be changed at any time without prior notice to its Clients. Notification will be sent to all Clients at the time of the Terms and Conditions alterations.
29. GGs shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond it’s control including (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock out, Strike by employee’s in contemplation of furtherance of dispute or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Customer may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery when available.
30. GGs will have a lien over any product, data or materials if all payments due from you have not been paid and cleared in full within 1 month from the date of the invoice. We reserve the right to withhold supply of goods and, in the case of web services, this includes recalling services including the hosting of websites.
31. The Client is agreeing fully to Grinning Graphics’ trading Terms and Conditions by commissioning our services.