Form by Thought Ltd
Terms and conditions
In these terms and conditions the following words shall have the meanings given: ‘Form by Thought Ltd’ means Neil Ferguson, Founder and Creative Director of Form by Thought Ltd whose registered office is 18 Alpin Drive, Dunblane, Scotland, UK FK15 0FQ a company registered in Scotland Company Number 546850. ‘Client’ means the person, firm or company who accepts a Quotation/Proposal/Estimate of Form by Thought Ltd for the supply/sale of goods or services or whose order for the goods or services is accepted by Form by Thought Ltd.
Rights and ownership
All services provided by Form by Thought Ltd shall be for the exclusive use of the Client other than for Form by Thought Ltd’s promotional use. Once full payment of the agreed project fees and expenses has been received by Form by Thought Ltd, the following reproduction rights for all approved final designs created by Form by Thought Ltd for the project shall be granted:
- Client to gain full transferable rights to brand identity in all forms
- Client to gain full license to reproduce works through commercial printers
- Client to gain full access to website(s) that have been built for them
- Client to gain full access to domain names that have been registered for them
The client shall be entitled to full ownership of all artwork created during the project once full payment of the agreed project fees and expenses has been received by Form by Thought Ltd.
Form by Thought Ltd reserves the right to sub-contract parts of the project to other third-party creative professionals to provide services as necessary to deliver the project within deadline, such as, but not exclusively, web development, photography, illustration, animation and copywriting. Any third-party terms and conditions will include full reproduction rights for the client. Where such contracting adds to the project cost, the client will first be asked for permission to proceed. No project will commence on the assumption that third-parties might be required for project completion. Such details will be finalised prior to project commencement, unless requested by the client at a later date.
Form by Thought Ltd can be reached by telephone from Monday to Friday between 9 a.m. and 5.30 p.m. GMT. Skype chats are welcomed. The majority of Form by Thought Ltd’s communication is normally via email, helping both parties to keep track in writing of specific design requirements and potential changes.
Form by Thought Ltd require a written creative brief prior to the start of any project. A creative brief can be provided by Form by Thought Ltd for the Client to return if need be.
Form by Thought Ltd reserves the right to include a discreet credit line on larger printed materials such as brochures, booklets, books or folded leaflets as follows: Designed by formbythought.com. And discreetly in the footer of any websites built as follows: Website design, build and hosting by formbythought.com.
Physical meeting attendance is not included in cost estimates but this can be arranged and will be charged accordingly as agreed with the Client.
Form by Thought Ltd's payment terms are 15 days from the invoice date.
Form by Thought Ltd require the Client to make a 50 percent down payment prior to work commencing on any project. The project can be time scheduled once the down payment is received into Form by Thought Ltd’s account. Bank details can be found on invoices or cost estimates. The down payment is non-refundable. The remaining 50 percent is payable to Form by Thought Ltd upon completion of the project and before original artwork is supplied to the client or a website ‘goes live’ to the public.
If the final invoice is not paid within 15 days, Form by Thought Ltd reserve the right to add a 5 percent “delayed payment” fee of the total outstanding balance that is due. This initial 5 percent figure will be added upon each recurring 30-day period until full payment of the agreed project fees and expenses has been received by Form by Thought Ltd.
All concept designs or ideas supplied by Form by Thought Ltd remain the Intellectual Property of Form by Thought Ltd until full payment of the agreed project fees and expenses has been received by Form by Thought Ltd.
Posting concept work online for public comment or opinion
Prior to work commencing on any project, the Client must agree to not post any of Form by Thought Ltd’s concept designs online (including blogs or social media), which includes for any form of public comment prior to project completion and until full payment of the agreed project fees and expenses has been received by Form by Thought Ltd.
Cancellation of project
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 Form by Thought Ltd, and ownership of all copyrights shall be retained by Form by Thought Ltd. 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 110 percent of the total project cost. If, for any reason, a job does not proceed to completion, for example (but not limited to) the Client informs Form by Thought Ltd that they wish to postpone completion or no longer wish to proceed with the job, then Form by Thought Ltd will be entitled to charge the Client for the work done and for any expenses incurred, up to the full amount of the job cost.
The Client shall provide Form by Thought Ltd with samples of print design that result from the project deliverables. Such samples shall be representative of the highest quality of work produced. Form by Thought Ltd may use such copies and samples for publication, exhibition, or other promotional purposes. Form by Thought Ltd reserve 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.
The Client shall inform Form by Thought Ltd in writing before work on any project commences if any portion of any material or information provided by the Client or if any portion of the project is confidential.
The Client agrees to indemnify and hold harmless Form by Thought Ltd 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 the designer.
Web hosting and domain names services
In the event that Form by Thought Ltd provide web-hosting or domain name services these will be for the period specified in the Quotation/Proposal/Estimate and will be subject to the additional terms and conditions of the relevant third party supplier.
In the event that Form by Thought Ltd host internet files on a server for the Client or provides a domain name for the Client, Form by Thought Ltd reserve the right to move those files offline and suspend the goods and/or services if any payment is due.
For the avoidance of doubt, Form by Thought Ltd reserves the right not to transfer any domain name registered until full payment of the agreed project fees and expenses has been received by Form by Thought Ltd.
Form by Thought Ltd sub-contracts it’s printing services to various reputable third-party printing companies dependant on the project requirements.
Client responsibility of checking printed goods
The Client shall inspect and check the printed goods immediately on delivery and shall give Form by Thought Ltd notice in writing by email, or post within 3 working days after the day of delivery as to any alleged defect together with details of the alleged defect. The Client will permit Form by Thought Ltd to inspect any allegedly defective goods. Failing such notice, the Client shall be deemed to have accepted the goods and to be liable to pay therefore.
Printed goods margin of error, replacement items and discounts
There may be a margin of error in the number of printed goods supplied by Form by Thought Ltd. This margin of error allows for up to 5% of the total quantity of goods ordered with Form by Thought Ltd. Form by Thought Ltd accepts no liability for this error and agrees that the price allows for this error. Should the number of defective goods exceed 5% of the total, Form by Thought Ltd agree to pursue the printer on the Client’s behalf for a reprint of the defective goods, or may offer the Client a monetary discount from the total print cost.
Delivery of printed goods
Form by Thought Ltd accepts no responsibility for the late arrival of printed goods due to issues outwith Form by Thought Ltd’s control such as issues caused by printing or delivery sub-contractors. However Form by Thought Ltd may pursue the printing or delivery sub-contractor for a monetary refund or discount off the next order on the Client’s behalf, the result of which is at the discretion of the sub-contractor.
Written approval (which may be by way of email, or post) by the Client of final artwork, copy, layouts, scripts, storyboards, designs, websites and the like will be Form by Thought Ltd’s authority to proceed to print, production or publication as appropriate.
Form by Thought Ltd deems an approval in writing by their main Client contact on the project adequate permission to proceed. Should a Client require approvals from other decision makers (such as senior board members or stakeholders) they must make this clear to Form by Thought Ltd at the start of the project and adequate time must be built into the approval process.
Where artwork or other material is sent to the Client for final approval, the Client shall check it carefully and notify Form by Thought Ltd by e-mail, fax or post of any errors or alterations.
Form by Thought Ltd will use its reasonable endeavours to effect any changes so notified but Form by Thought Ltd reserves the right to charge extra if any of these alterations either go beyond the original brief or are notified to Form by Thought Ltd more than 3 working days after their supply to the Client.
Where notification of errors is either delayed in this way or does not occur at all before publication, Form by Thought Ltd will not be liable in respect of any such errors. Form by Thought Ltd will also not be liable in respect of errors occurring where the Client either does not pay for proofs or mock-ups or personally oversees the print and production process or does not allow enough time in the production schedule to check layouts, colour reproduction, copy, pagination or other content aspects.
Form by Thought Ltd cannot guarantee that any or all printed colours will be exactly replicated in the final version as published. Form by Thought Ltd cannot guarantee that printed colours appear as they do on the Client’s computer screen.
Reasonable rounds of proofing
Form by Thought Ltd agrees to offer the Client a reasonable amount of rounds of proofing, which would be three rounds. Form by Thought Ltd reserves the right to charge the Client for the time spent on any additional rounds. Should the client’s requested alterations to a proof be deemed excessive (for example a completely new copy file being supplied to replace the original after it has been flowed into a design), Form by Thought Ltd reserves the right to charge the Client for the time spent and a re-costing estimate of the job may be required to be approved by the Client before works proceeds.
Client supplied copy
The Client shall agree to only supply Form by Thought Ltd fully checked and correct copy files that have been approved by the Client’s decision makers (such as senior board members or stakeholders). Failure to do so and Form by Thought Ltd reserve the right to charge the client for time spent making alterations to the designs should this be requested.
Proofreading and copy errors in printed goods
Unless the Client is paying Form by Thought Ltd for a proofreading or copywriting service, Form by Thought limited accepts no responsibility for copy errors in printed goods. If however a copy error is found in printed goods as a result of an error by Form by Thought Ltd, a full reprint will be supplied at Form by Thought Ltd’s expense.
18 Alpin Drive
32 Tirran Drive