Terms and Conditions
As used herein and throughout this agreement:
1.1 Agreement means the entire content of this basic terms and conditions document, the Proposal document(s), Schedule A, together with any other relevant supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 Client content means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and/or incorporation in the deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under UK copyright law.
1.4 Deliverables means the services and work product specified in the Proposal to be delivered by Lucid to the Client, in the form and media specified in the Proposal.
1.5 Lucid’s tools means all design tools developed and/or utilised by Lucid in performing the services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.6 Final artwork means all creative content developed or created by Lucid, or commissioned by Lucid, exclusively for the project and incorporated into and delivered as part of the final deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to the Client content, and Lucid’s selection, arrangement and coordination of such elements together with the Client content and/or third party materials.
1.7 Final deliverables means the final versions of deliverables provided by Lucid and accepted by the Client.
1.8 Preliminary works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Lucid and which may or may not be shown and or delivered to the Client for consideration but do not form part of the final art.
1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.10 Services means all services and the work product to be provided to the Client by Lucid as described and otherwise further defined in the Proposal.
1.11 Third party materials means proprietary third party materials which are incorporated into the final deliverables, including without limitation stock photography or illustration.
1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the final deliverables to designate the origin or source of the goods or services of the Client.
The terms of the Proposal shall be effective for 30 days after presentation to the Client. In the event this agreement is not executed by the Client within the time identified, the Proposal, together with any related estimate of fees, costs, expenses, terms and conditions and deliverables, may be subject to amendment, change or substitution.
3. FEES AND CHARGES
3.1 Fees. In consideration of the services to be performed by Lucid, the Client shall pay to Lucid fees in the amounts and according to the payment schedule set forth in the Proposal estimate, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
3.2 Expenses. The Client shall pay Lucid’s expenses incurred in connection with this agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Lucid’s standard mark-up of 10 Percent (10%), and, if applicable, a mileage reimbursement at 45p per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Lucid with the Client’s prior approval.
3.3 Additional costs. The project pricing includes Lucid’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to the Client unless specifically otherwise provided for in the Proposal.
3.4 Invoices. All invoices are payable within thirty (30) days of receipt. A monthly service charge of five Percent (or the greatest amount allowed by law) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Lucid reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges, or the costs of changes.
4.1 General changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the services on a time and materials basis, at Lucid’s standard hourly rate of £95 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Lucid may extend or modify any delivery schedule or deadlines in the Proposal and deliverables as may be required by such changes.
4.2 Substantive changes. If the Client requests or instructs changes that amount to a revision in or near excess of ten percent (10%) of the time required to produce the deliverables, and or the value or scope of the services, Lucid shall be entitled to submit a new and separate Proposal to the Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Lucid.
4.3 Timing. Lucid will prioritise performance of the services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the services within the time(s) identified in the Proposal. The Client agrees to review deliverables within the time identified for such reviews and to promptly either, (i) approve the deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Lucid. Lucid shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that Lucid’s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in the Client’s performance or changes in the services or deliverables requested by the Client may delay delivery of the deliverables. Any such delay caused by the Client shall not constitute a breach of any term, condition or Lucid’s obligations under this agreement.
4.4 Testing and acceptance. Lucid will exercise commercially reasonable efforts to test deliverables requiring testing and to make all necessary corrections prior to providing deliverables to the Client. The Client, within five (5) business days of receipt of each deliverable, shall notify Lucid, in writing, of any failure of such deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments the Client wishes made to such deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Lucid will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this agreement. In the absence of such notice from the Client, the deliverable shall be deemed accepted.
5. THE CLIENT RESPONSIBILITIES
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(A) coordination of any decision-making with parties other than the Lucid;
(B) provision of the Client content in a form suitable for reproduction or incorporation into the deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
(C) final proofreading and/or checks. In the event that the Client has approved deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors.
6. ACCREDITATION / PROMOTIONS
Unless otherwise agreed, all displays or publications of the deliverables shall bear accreditation and/or copyright notice in Lucid’s name in the form, size and location as incorporated by Lucid in the deliverables, or as otherwise directed by Lucid. Lucid retains the right to reproduce, publish and display the deliverables in Lucid’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation preliminary works (“confidential information”). Each party, its agents and employees shall hold and maintain in strict confidence all confidential information, shall not disclose confidential information to any third party, and shall not use any confidential information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, confidential information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
8.1 Independent contractor. Lucid is an independent contractor, not an employees of the Client or any company affiliated with the Client. Lucid shall provide the services under the general direction of the Client, but Lucid shall determine, in Lucid’s sole discretion, the manner and means by which the services are accomplished. This agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in this agreement. Lucid and the work product or deliverables prepared by Lucid shall not be deemed a work for hire as that term is defined under copyright law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this agreement.
8.2 Lucid agents. Lucid shall be permitted to engage and/or use third party designer’s or other service providers as independent contractors in connection with the services (“design agents”). Notwithstanding, Lucid shall remain fully responsible for such design agents’ compliance with the various terms and conditions of this agreement.
8.3 No solicitation. During the term of this agreement, and for a period of six (6) months after expiration or termination of this agreement, the Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any designer, employee or design agent of Lucid, whether or not said person has been assigned to perform tasks under this agreement. In the event such employment, consultation or work-for-hire event occurs, the Client agrees that Lucid shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with the Client, or (b) 25 percent of fees paid to said person if engaged by the Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for the Client. Lucid, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.
8.4 No exclusivity. The parties expressly acknowledge that this agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Lucid, and Lucid shall be entitled to offer and provide design services to others, solicit other the Clients and otherwise advertise the services offered by Lucid.
9. WARRANTIES AND REPRESENTATIONS
9.1 By the Client. The Client represents, warrants and covenants to Lucid that (a) the Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client content, (b) to the best of the Client’s knowledge, the Client content does not infringe the rights of any third party, and use of the Client content as well as any trademarks in connection with the project does not and will not violate the rights of any third parties, (c) the Client shall comply with the terms and conditions of any licensing agreements which govern the use of third party materials, and (d) the Client shall comply with all laws and regulations as they relate to the services and deliverables.
9.2 By Lucid.
(A) Lucid hereby represents, warrants and covenants to the Client that Lucid will provide the services identified in the agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(B) Lucid further represents, warrants and covenants to the Client that (i) except for third party materials and the Client content, the final deliverables shall be the original work of Lucid and/or its independent contractors, (ii) in the event that the final deliverables include the work of independent contractors commissioned for the project by Lucid, Lucid shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the final deliverables sufficient for Lucid to grant the intellectual property rights provided in this agreement, and (iii) to the best of Lucid’s knowledge, the final artwork provided by Lucid and Lucid’s subcontractors does not infringe the rights of any party, and use of same in connection with the project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the deliverables outside of the scope or for any purpose not identified in the Proposal or this agreement or contrary to the terms and conditions noted herein, all representations and warranties of Lucid shall be void.
(C) Except for the express representations and warranties stated in this agreement, Lucid makes no warranties whatsoever. Lucid explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
10. INDEMNIFICATION / LIABILITY
10.1 By the Client. The Client agrees to indemnify, save and hold harmless Lucid from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the Client’s responsibilities or obligations, representations or warranties under this agreement. Under such circumstances Lucid shall promptly notify the Client in writing of any claim or suit; (a) the Client has sole control of the defence and all related settlement negotiations; and (b) Lucid provides the Client with commercially reasonable assistance, information and authority necessary to perform the Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by Lucid in providing such assistance.
10.2 By Lucid. Subject to the terms, conditions, express representations and warranties provided in this agreement, Lucid agrees to indemnify, save and hold harmless the Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Lucid’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of the Client provided that (a) the Client promptly notifies Lucid in writing of the claim; (b) Lucid shall have sole control of the defence and all related settlement negotiations; and (c) the Client shall provide Lucid with the assistance, information and authority necessary to perform Lucid’s obligations under this section. Notwithstanding the foregoing, Lucid shall have no obligation to defend or otherwise indemnify the Client for any claim or adverse finding of fact arising out of or due to the Client content, any unauthorised content, improper or illegal use, or the failure to update or maintain any deliverables provided by Lucid.
10.3 Limitation of liability. The services and the work product of Lucid are sold “as is.” In all circumstances, the maximum liability of Lucid, its directors, officers, employees, design agents and affiliates (“Lucid parties”), to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Lucid. In no event shall Lucid be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Lucid, even if Lucid has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
11. TERM AND TERMINATION
11.1 This agreement shall commence upon the acceptance of a Lucid Proposal and shall remain effective until the services are completed and delivered.
11.2 This agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(A) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(B) breaches any of its material responsibilities or obligations under this agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
11.3 In the event of termination, Lucid shall be compensated for the services performed through the date of termination in the amount of (a) any advance payment, (b) a Pro-rata portion of the fees due, or (c) hourly fees for work performed by Lucid or Lucid’s agents as of the date of termination, whichever is greater; and the Client shall pay all expenses, fees, out of pockets together with any additional costs incurred through and up to, the date of cancellation.
11.4 In the event of termination by the Client and upon full payment of compensation as provided herein, Lucid grants to the Client such right and title as provided for in Schedule A of this agreement with respect to those deliverables provided to, and accepted by the Client as of the date of termination.
11.5 Upon expiration or termination of this agreement: (a) each party shall return or, at the disclosing party’s request, destroy the confidential information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this agreement, exclusive of the services, shall survive.
12.1 Modification/waiver. This agreement may be modified by the parties. Any modification of this agreement must be in writing, except that Lucid’s invoices may include, and the Client shall pay, expenses or costs that the Client authorises by email in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
12.3 No assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4 Force majeure. Lucid shall not be deemed in breach of this agreement if Lucid is unable to complete the services or any portion thereof by reason of fire, earthquake, labour dispute, act of god or public enemy, death, illness or incapacity of Lucid or any local, national or international law, governmental order or regulation or any other event beyond Lucid’s control (collectively, “force majeure event”). Upon occurrence of any force majeure event, Lucid shall give notice to the Client of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.
12.5 Governing law and dispute resolution. The formation, construction, performance and enforcement of this agreement shall be in accordance with the laws of the united kingdom without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the ACAS, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its legal fees and costs. In all other circumstances, the parties specifically consent to the law courts. The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. The Client acknowledges that Lucid will have no adequate remedy at law in the event the Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Lucid shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
12.6 Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held invalid or unenforceable, the remainder of this agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this agreement nor shall such headings otherwise be given any legal effect.
12.8 Integration. This agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this agreement. In the event of a conflict between the Proposal and any other agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A, and the following supplementary documents as indicated by the parties’ initials:
– Supplement 1: Print – specific terms and conditions
– Supplement 2: Stock imagery – speciﬁc terms and conditions
– Supplement 3: Online – speciﬁc terms and conditions
– Supplement 4: 3D – speciﬁc Terms and Conditions
Intellectual property provisions
Ip 1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ARTWORK
Ip 1.1 The Client content. The Client content, including all pre-existing trademarks, shall remain the sole property of the Client or its respective suppliers, and the Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to Lucid a non-exclusive, non-transferable license to use, reproduce, modify, display and publish the Client content solely in connection with Lucid’s performance of the services and limited promotional uses of the deliverables as authorised in this agreement.
Ip 1.2 Third party materials. All third party materials are the exclusive property of their respective owners. Lucid shall inform the Client of all third party materials that may be required to perform the services or otherwise integrated into the final art. Under such circumstances Lucid shall inform the Client of any need to license, at the Client’s expense, and unless otherwise provided for by the Client, the Client shall obtain the license(s) necessary to permit the Client’s use of the third party materials consistent with the usage rights granted herein. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party materials, the Client hereby indemnifies, saves and holds harmless Lucid from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the final art.
Ip 1.3 Preliminary works. Lucid retains all rights in and to all preliminary works. The Client shall return all preliminary works to Lucid within thirty (30) days of completion of the services and all rights in and to any preliminary works shall remain the exclusive property of Lucid.
Ip 1.4 Original artwork. Lucid retains all right and title in and to any original artwork comprising final art, including all rights to display or sell such artwork. The Client shall return all original artwork to Lucid within thirty (30) days of completion of the services.
Ip 1.5 Trademarks. Upon completion of the services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Lucid assigns to the Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Lucid for use by the Client as a trademark. Lucid shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or final deliverables intended to be a trademark are available for use in commerce and UK registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless Lucid from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of the Client’s use and/or failure to obtain rights to use or use of the trademark.
Ip 1.6 Lucid tools. All Lucid tools are and shall remain the exclusive property of Lucid. Lucid hereby grants to the Client a non-exclusive, non-transferable (other than the right to sub-licence such uses to the Client’s web hosting or internet service providers), perpetual, worldwide license to use the Lucid tools solely to the extent necessary with the final deliverables for the project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Lucid tools comprising any software or technology of Lucid.
Print – specific terms and conditions
P. 1 Print Proof Agreement. If Lucid has provided the Client with either a digital (PDF) or hard copy proof, the Client signing this agreement confirms that the Client agrees to the design and contents of the printed document as depicted on the proof. By signing this agreement, the Client absolves Lucid of all liability for any errors, omissions or discrepancies which may be present on the proof. Once the Client has signed this agreement, the Client is not able to hold Lucid responsible for anything the Client is unhappy with. As long as the finished product is consistent with the proof if supplied, the Client must pay in full for the work. These terms are final and non-negotiable.
P. 2 Making changes after proof stage. If a change is requested, we will do everything we can to make the correction before the printing starts, however we cannot guarantee this. Where time allows Lucid will provide the Client with and additional digital (PDF) or hard copy proof, as above, the Client signing this agreement or approving the proof either via email or verbally confirms that the Client agrees to the design and contents of the printed document as depicted on the proof and the Client absolves Lucid of all liability for any errors, omissions or discrepancies which may be present on the proof. Additional costs incurred due to Client corrections will be passed on to the Client as part of the total charge.
P. 3 Print quality. Every effort will be made to obtain the best possible colour reproduction on customer’s work but because of the complex nature of the processes involved, Lucid cannot guarantee an exact match in colour or texture between any materials or proofs supplied either by us or the client and the printed article.
P. 4 Quantity supplied. Every effort is made to produce the exact quantity of items ordered. However, some variation is inherent in the print process and so the Client accepts that minor variations in quantity are possible. These do not affect the price charged.
P. 5 Claims. Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Lucid within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to Lucid and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to Lucid within 28 days of delivery. Lucid shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
P. 6 Standing material. All materials (including but not limited to film, plates, negatives and positives) produced and used by Lucid during the production process remain the property of Lucid. Where these materials are provided by the The Client, they remain the property of the The Client. Lucid reserves the right to dispose of lithographic work immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for the safe-keeping of the materials.
Stock imagery – specific terms and conditions
Stock Imagery. Stock Imagery shall refer collectively to Images and Footage provided by any Image Library.
Transferability. Stock Imagery is “Non-transferable”. “Non-transferable” as used herein means that except as specifically provided in the suppliers terms and conditions, Lucid may not sell, rent, load, give, sub-license, or otherwise transfer to anyone, Stock Imagery or the right to use Stock Imagery.
Sp 1. Unless otherwise provided for by the Client, the Client shall obtain the license(s) necessary to permit the Client’s use of the third party materials consistent with the usage rights granted by the Image Library. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party materials, the Client hereby indemnifies, saves and holds harmless Lucid from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the final art.
Sp 2. Lucid may not sell, rent, load, give, sub-license, or otherwise transfer to anyone, Stock Imagery or the right to use Stock Imagery.
Sp 3. In some instances where imagery is sold as Royalty Free by an Image Library and where allowed within the Image Library’s Terms and Conditions Lucid may make a one-time transfer of Stock Imagery to a third party for the sole purpose of causing such third party to print and/or manufacture the Clients goods incorporating Stock Imagery. In such and instance the Client agrees to take all commercially reasonable steps to prevent third parties from duplicating and/or disseminating the Stock Imagery.
Sp 4. If the Client becomes aware of uses of any Stock Imagery supplied by Lucid that exceeds the usage rights granted by the Image Library the Client agrees to remove all works and derivative works where reasonably possible and to promptly notify Lucid and the Image Library of each such use.
Online – Speciﬁc Terms and Conditions
O 1. SUPPORT SERVICES
O 1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deﬁciencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the ﬁrst two (2) months following expiration of this Agreement (“Warranty Period”), if any, Lucid shall provide up to sixteen (16) hours of Support Services at no additional cost to Client. Additional time shall be billed at Lucid’s regular hourly rate, then in effect upon the date of the request for additional support.
O 1.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Lucid will provide Support Services for the following Twelve (12) months (the “Maintenance Period”) for an agreed sum [or Lucid’s hourly fees of £95 per hour]. The parties may extend the Maintenance Period beyond one year upon mutual written agreement.
O 2. ENHANCEMENTS
During the Maintenance Period, Client may request that Lucid develop enhancements to the Deliverables, and Lucid shall exercise commercially reasonable efforts to prioritise Lucid’s resources to create such enhancements. The parties understand that pre-existing obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Lucid’s then in effect price for such services.
O 3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
O 3.1 Deﬁciencies. Subject to the representations and warranties of Client in connection with Client Content, Lucid represents and warrants that the Final Deliverables will be free from Deﬁciencies. For the purposes of this Agreement, “Deﬁciency” shall mean a failure to comply with the speciﬁcations set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modiﬁcations, alterations or changes made to Final Deliverables by Client or any third party after delivery by Lucid, or the interaction of Final Deliverables with third party applications such as Web browsers other than those speciﬁed in the Proposal. The parties acknowledge that Client’s sole remedy and Lucid’s sole liability for a breach of this Section is the obligation of Lucid to correct any Deﬁciency identiﬁed within the Warranty Period. In the event that a Deﬁciency is caused by Third Party Materials provided or speciﬁed by Lucid, Lucid’s sole obligation shall be to substitute alternative Third Party Materials.
O 3.2 Lucid Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Lucid represents and warrants that, to the best of Lucid’s knowledge, the Lucid Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modiﬁcation of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable speciﬁcations, by Client or third parties.
O 4. COMPLIANCE WITH LAWS
Lucid shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.
3D – speciﬁc terms and conditions
3D1. PHOTOGRAPHS OF THE PROJECT
Lucid shall have the right to document, photograph or otherwise record all completed designs or installations of the Project, and to reproduce, publish and display such documentation, photographs or records for Lucid’s promotional purposes in accordance with Section 6 of the Basic Terms and Conditions of this Agreement.
3D 2. ADDITIONAL CLIENT RESPONSIBILITIES
The Client acknowledges that Client shall be responsible for performing the following in a reasonable and timely manner:
(a) Communication of administrative or operational decisions if they affect the design or production of Deliverables, and coordination of required public approvals and meetings;
(b) Provision of accurate and complete information and materials requested by Lucid such as, by way of example, not limitation, colour specification, site plans, building plans and elevations, utility locations, material specification/samples and all applicable codes, rules and regulation information;
(c) Provision of approved naming, nomenclature; securing approvals and correct copy from third parties such as, by way of example, not limitation, end users or donors as may be necessary;
(d) Final proofreading and written approval of all project documents including, by way of example, not limitation, colour, imagery, brandmarks and logos, artwork, message schedules, sign location plans and design drawings before their release for fabrication or installation. In the event that the Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, the Client shall incur the cost of correcting such errors;
(e) Arranging for the documentation, permissions, licensing and implementation of all electrical, structural or mechanical elements needed to support, house or power signage; coordination of sign manufacture and installation with other trades; and
(f) Bid solicitation and contract negotiation; sourcing, establishment of final pricing and contract terms directly with fabricators or vendors.
3D 3. ENGINEERING
The Services shall include the selection and speciﬁcations for materials and construction details as described in the Proposal. However, the Client acknowledges and agrees [that Lucid is not a licensed engineer or architect, and] that responsibility for the interpretation of design drawings and the design and engineering of all work performed under this Agreement (“Engineering”) is the sole responsibility of the Client and/or its architect, engineer or fabricator.
3D 4. IMPLEMENTATION
The Client expressly acknowledges and agrees that the estimates provided in the Proposal, at any time during the project for implementation charges such as, including, but not limited to, production, fabrication or installation are for planning purposes only.
Such estimates represent the best judgment of Lucid or it’s consultants at the time of providing the Proposal, but shall not be considered a representation or guarantee that project bids or costs will not vary. The Client shall contract and pay those parties directly responsible for implementation services such as print, fabrication or installation (“Implementation”). Lucid shall not be responsible for the quality or timeliness of the third-party Implementation services, irrespective of whether Lucid assists or advises the Client in evaluating, selecting or monitoring the provider of such services.
3D 5. COMPLIANCE WITH LAWS
Lucid shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the applicable rules and regulations conveyed in the The Equality Act 2010. However, Lucid is not an expert and makes no representations or warranties in connection with compliance with such rules, codes or regulations. The compliance of the Final Deliverables with any such rule, codes or regulations shall be the responsibility of the Client. Lucid shall use commercially reasonable efforts to ensure the suitability and conformance of the Final Deliverables.
3D 6. THE CLIENT’S INSURANCE
During the term of this Agreement, in respect of Lucid and in accordance with any legal requirement from time to time in force, the Client shall procure insurance at its sole expense for general business liability and injury from a recognised insurance carrier in the amount of at least 2 million pounds (£ 2,000,000.00) per occurrence.
The Client shall also effect and maintain appropriate general business liability and injury insurance cover for a minimum of 6 (six) years following the expiration or earlier termination of this Agreement of at least 2 million pounds (£ 2,000,000.00) per occurrence.