The following terms and conditions apply to all between relationships between you, the client, and RONIN Marketing, trading as RONIN, roninmarketing.co.uk, or Katana Design. By commissioning us to work on a project, you are agreeing to these terms in connection with our communications, design, and associated marketing services.
It is not necessary for any client to have signed an acceptance of these terms and conditions for them to apply. If a client accepts a quote then the client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
1. Charging for our work
The estimated cost of projects will be quoted in advance. The estimate will be based on how long we expect the project to take, in terms of hours or days. If possible, it will also include the expected cost of bought-in and/or subcontracted goods and services.
The final cost of a project will vary from the original quote supplied if:
a. Changes made by the client to the project vary significantly from the original brief.
b. The client delays, defaults, or otherwise significantly disrupts the project and its agreed timescales.
c. There are unexpected increases in our overheads or expenses.
d. Circumstances occur that are not reasonably within our control.
In such circumstances, we will endeavour to advise you of any increase in costs before charging but it may not always be the case.
Costs will include any materials and services we buy in from outside suppliers, in connection with your project. For most bought-in goods or services, we will charge you at cost, plus a handling fee. The same will be applied to incidental costs such as taxis and deliveries.
2. About our invoices
All invoices will be due for immediate payment. If you do not pay our invoices in full within 30 days of the invoice date, we may charge interest on any arrears at the rate of five per cent of the outstanding balance each month until we have had payment in full.
If you retain our services on a monthly basis, your fee will be payable monthly in advance.
For new clients we ask for a payment in advance of between one third and a half of the estimated cost of the project. Any VAT on our fees and other charges that is payable to us or to a third party, will be added to our invoices.
We reserve the right to end our commercial relationship at any time without notice. If you retain our services on a monthly retainer basis, you are comitting to a 12-month rolling contract i.e. the contract will automatically renew at the end of each year. You have the right to terminate the contract at any time subject to a three month notice period.
4. Legal rights in project work
All copyright and other intellectual property rights in connection with our work on clients’ projects belong to RONIN Marketing Limited alone. Once a project is complete and our invoices for it have been paid in full, you have the right, known as a license, to use our design work, for the purpose intended. You do not have the right to the original artwork files; these remain under our ownership. The license is automatically terminated when we cease to work together. We reserve the right to withdraw the license at any time.
If you supply us with any work to incorporate into a design or in connection with the project, it is your responsibility to make sure that:
a. You already own the copyright and all other rights in the work or
b. You have the necessary license or other legal permission to use and reproduce it and
c. Our use of it will not infringe any third party rights
If you do not comply with these obligations, you accept that you will compensate us for any claims, damages, legal action or expenses we face as a result. You or any third party contracted by you must not alter or modify any of our designs or other work without our agreement. If you have our agreement, the changes must be made by us or under our supervision, at an hourly rate agreed between us.
Both you and we agree to do everything reasonably possible to protect each other’s confidentiality. If you let us have any items or material, you do so at your own risk. We are not responsible if they are subsequently lost or damaged.
We have the right to immediately cancel any commitments we have made:
a. If you break any of your obligations under this agreement,
b. If you substantially change or call a halt to a project while it is still in progress.
c. If you do break your obligations or if we cancel our commitments, you will immediately be responsible for paying any fees and expenses resulting from us carrying out your instructions up to the date of cancellation.
If you cancel a project, or place it on hold indefinitely, at any stage, we reserve the right to invoice you in full:
1. For all the work we have done up to that point, at our usual hourly rate,
2. For any costs we face for outside supplies already ordered for the project.
If you call a halt to a project before it is finished, you have no copyright license or similar rights to use the work we have done so far. Nor can you make use of our work or exploit it in any way.
5. Our right to sub-contract
We are entitled to sub-contract any of the work to be carried out on your project.
RONIN Marketing hereby excludes itself, its employees and or agents from all and any liability from:
• Loss or damage caused by any inaccuracy;
• Loss or damage caused by omission;
• Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of materials;
• Loss or damage to clients’ artwork/photos. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of RONIN Marketing Limited to the client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
7. Disclaimers – website design
7.1 Third Parties
RONIN Marketing is unable to take responsibility for any services provided by third parties through us or otherwise, including the hosting of the client’s website.
7.2 Maintenance and Correction of Errors
RONIN Marketing is unable to take responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the website once the initial contract has been completed.
Client website errors (both technical and typographical) attributable to RONIN Marketing will be corrected free of charge.
RONIN Marketing reserves the right to charge at hour standard hourly rate for correction of errors for which RONIN Marketing is not responsible, including, but not limited to malicious modification of the website by a third party and typographical errors contained in materials provided by the client.
7.3 Extent of Work
Installation to the Internet of the client’s website is limited to the uploading of all necessary files to the host, and testing functionality.
The website is provided and accepted by the client as a fully functioning, completed work and RONIN Marketing is not responsible for future support.
Future support can normally be provided upon request and for an agreed fee. No guarantee of future support is given unless an ongoing support package is negotiated.
7.4 Consequential Loss
Under no circumstances will RONIN Marketing Limited be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of the client’s website.
The client should be aware that RONIN Marketing Limited does not hold any responsibility for keeping backup copies of the website.
Unfortunately malicious software, spy-ware, viruses and website hacking are common threats and RONIN Marketing cannot be held responsible for problems that develop on completed sites as a result of such illegal activity.
Should changes in technology mean that at some future date the client’s website no longer functions as originally intended, RONIN Marketing Limited can undertake to update the website accordingly, subject to the contractual hourly fee.
8. Data Protection
All information that we hold concerning you will be held and processed by RONIN Marketing Limited strictly in accordance with the provisions of the Data Protection Act 2018.