Merlin Design Bureau Ltd’s General Terms and Conditions of Sales/Services
1. Contract Terms
All quotations issued by Merlin Design Bureau Ltd (MDB) are accepted subject to the following conditions which shall form part of and constitute the contract of sale. Any variations to these conditions in any document of the buyer is unacceptable unless accepted in writing by MDB or one of its authorised associates.
2.1 Quotations are based on information supplied by the client and are valid for 28 days from the date of issue. Work will commence upon the client’s verbal or written approval of the written quotation. Each quotation will incorporate an itemised schedule of expected works.
2.2 A clients approval can be in written or email format and will constitute an agreement between us, should this be given verbally MDB will confirm this with an email detailing the vocalised agreement.
3. Artwork Revision:
Any additional work requested by the client and performed by MDB following quotation approval will be deemed as a revision or alteration and therefore chargeable. Alterations and other copy changes requested following final artworks acceptance, will be chargeable at an hourly rate in line with MDB’s hourly rate at that date.
4. Payment Terms:
4.1 Merlin Design Bureau ltd reserves the right to invoice the client for up to 50% advance payment prior to commencement of a project. The project can be scheduled once this payment is received by MDB. The remaining 50% is payable to MDB upon completion of the project, and before final artworks are supplied to the client/s.
4.2 All invoices due to Merlin Design Bureau Ltd become payable upon receipt, MDB does not recognise any other payment terms unless agreed prior to any work commencement. No print will commence until full payment has been received unless agreed in writing.
5.1 Should the agreed contract be delayed for longer than 28 days, left uncompleted or cancelled at any stage during the design process through any fault of the client, the design fee quoted for all completed sections will be held liable.
5.2 Any other additional costs that have been incurred, such as third party contractors fees or special orders, will be payable in full immediately.
5.3 Ownership of all artwork, copyrights produced or intellectual property up to the point of cancellation; will remain the property of Merlin Design Bureau Ltd and its agents, in line with The Copyright, Designs and Patents Act 1988, unless agreed otherwise in writing or email.
5.4 Merlin Design Bureau Ltd recognises and adopts the Consumer rights act of 2015 and distant sellers act, any item deemed to be faulty or sub standard upon receipt will be replaced at no cost to the client. Any bespoke produced item will only be refunded should no other option be available and purely at the companies discretion. These terms do not affect your statutory rights.
6. Late/Non Payment:
6.1 Merlin Design Bureau reserves the right to charge compensation and interest at 10% above base rate on late payments. This is in accordance with the Late Payment of Commercial Debts (Interest Act) 1998. https://www.gov.uk/late-commercial-payments-interest-debt-recovery/charging-interest-commercial-debt.
6.2 All items supplied to clients will belong the property of MDB until such time as full payment has been received. MDB reserves the right to enter the premises of any client or third party where goods or materials remaining the property of Merlin Design Bureau shall be stored to repossess them at any time pending payment by the client to Merlin Design Bureau Ltd.
6.3 Any and all additional costs to recover debt or product will be added to final invoice price and MDB reserves the right to pursue legal proceedings should agreements not be mutually agreed.
7. Copy/Content supplied by Client:
7.1 The client agrees to exercise due diligence in the preparation of materials and must be able to substantiate all claims and representations to the designer.
7.2 The client is responsible for all trademark, service mark, copyright and patent infringement clearances. The client is also responsible for arranging, before publication, any necessary legal clearance of materials the designer prepares.
7.3 The client hereby indemnifies Merlin Design Bureau Ltd against all or any liabilities arising from the infringement of copyright, design rights, trade marks or any other intellectual property rights of third parties by any material produced by Merlin Design Bureau where the content of such material has been provided by the client, or where the client has not notified Merlin Design Bureau that it does not approve the content of such material.
7.4 All images, photographs and files must be provided in the correct format to enable the best print quality. Failure to do so, may compromise the final finish and may incur further costs. Acceptable formats can and will be discussed upon request.
8. CLIENTS PROPERTY:
8.1 All property supplied to Merlin Design Bureau by or on behalf of the client, shall, while it is in the possession of MDB, their agents or in transit be deemed to be at the customer’s risk, unless otherwise agreed and the client should insure accordingly. Whilst every care is taken by Merlin Design Bureau and its agents, they waiver any responsibility for loss or damage to artwork, photography, products, garments or property.
8.2 Any liability shall be limited to the replacement cost of the basic material.
9. OWNERSHIP OF GOODS:
9.1 Property, right and ownership of any goods or services supplied by Merlin Design Bureau Ltd shall not pass to the client until MDB or any associated agent has received full and final payment. Upon satisfactory receipt of payments in lieu of works agreed, the following reproduction rights for all approved final designs created by MDB shall be granted:
• Transfer of all ownership rights and rights toward copyright, patents and trademarks.
• Client to gain full license to reproduce works through commercial printers of their choice.
9.2 Any reproduction of artwork or intellectual property without agreement as laid out in 9.1 above will be deemed a breach of copyright and legal representation can and will be sought.
10. COPYRIGHT & INTELLECTUAL PROPERTY:
10.1 The entire copyright of these terms & conditions, on all designs, artwork, illustrations, services and any other artistic craftsmanship made by or for Merlin Design Bureau and it agents are subject to copyright and design rights and shall belong to MDB, unless agreed in writing prior to the commencement of any work.
11. PROOFS & VISUALS:
11.1 It is the client’s responsibility to accurately check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations before going to print. Once the proof has been checked and print is in production, the client will be liable for any errors, unless the printer is at fault.
11.2 The client’s signature or that of an authorised representative is required on all mechanicals/artwork or via email before they are released for printing or other implementation.
11.3 Conceptual visuals remain the intellectual property of Merlin Design Bureau at all times.
Merlin Design Bureau reserves the right to sub-contract either in whole or in part to any other creative professional or company. Where such contracting adds to the project cost, the client’s permission will be needed before work commences. Details will be finalised before the project starts.
13. SUPPLIER’S PERFORMANCE:
13.1 Merlin Design Bureau Ltd will take every effort to ensure quality and timely delivery of all printed and digital material.
13.2 Production schedules will be established and adhered to by both the client and Merlin Design Bureau Ltd, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labour trouble or strikes, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, localised or global Pandemic and acts of God or other causes beyond the control of the client or Merlin Design Bureau Ltd. Where production schedules are not adhered to by the client, final delivery date or dates will be adjusted and notified to the client accordingly.
13.3 If client-selected suppliers, other than those recommended by MDB are used, the client may request that MDB liaises with them. Wherever possible, MDB will attempt to do so, but cannot in any way be held responsible for quality, price, performance or delivery.
14. Reservation of Rights:
14.1 Merlin Design Bureau reserves the right, without prejudice, to refuse to design, print or reproduce any item, which in their opinion, is, or maybe of an illegal or libellous nature, an infringement of the proprietary or other rights of any third party in which in their opinion, may be prejudicial or detrimental to the nature of Merlin Design Bureau’s name, image or both. MDB also reserves the right to produce items directly to the Police force that it deems of a criminal nature.
14.2 Merlin Design Bureau will be indemnified by the customer in respect of any claims, costs or expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material presented for the client. The indemnity shall extend to any amounts paid for legal advice in settlement of any claim.
15. Colour Reproduction:
Whilst every effort is made towards colour reproduction, Merlin Design Bureau cannot guarantee reproduction of colour, contrasts, colour balances and hues of final materials. Clients who require spot colour reproduction or a specific colour, may check the colour reproduction prior to printing must order a colour proof, in writing, when placing their order (an additional charge is applicable).
It is the customer’s responsibility to ensure that material submitted is suitable for the work requested, MDB cannot accept liability for unsatisfactory results caused by unsuitable or inferior supplied materials.
Any claims in respect of technical matters must be made in writing to Merlin Design Bureau Ltd.
Charges include delivery unless otherwise stated. Claims arising from loss, damage or delay in transit, must be made in writing/email to Merlin Design Bureau Ltd and any carrier within three days of delivery.
All contracts between the Client and Merlin Design Bureau Ltd shall be subject to and construed in accordance with English law and any dispute shall be settled in the English courts.