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Terms & Conditions

Background

Plain Vision Agency intends to respond to direct queries and tenders for services within small business start-ups. Plain Vision Agency’s Terms and Conditions, underwrites the policies and procedures as outlined by GDPR and general business descriptions of legal, pragmatic compliance, in the United Kingdom. The Terms and Condition may refer to Clients as Parties and Partners. The Terms and Condition may refer to Plain Vision Agency as Contractors.

1. Applications and Entire Agreement

1a. Plain Vision Agency LTD provides all services and scope outlined in our quotation. Registered in England and Wales under Number 12563922.

1b. The Terms and Conditions embody and apply to the proposals and provision of all marketing, media and graphics. These services will be detailed within the statements supplied by the Contracts, Scope of Business and Invoicing Processes. Parties are deemed to have accepted all Terms and conditions when you have accepted and signed our Service Agreement, with the inclusion of service commencement and end dates. These Terms and Agreements are the entire business agreement between all involved parties (including the involvement of third-party entities).

1c. This document must be acknowledged without prejudice and in conjunction with the relevant legislations, policies and standards of conduct within our business. Plain Vision Agency will ensure consistent, compliant and effective approaches for the business management models. All parties are requested to consent to and acknowledge statements represented ONLY within the contracts and not give any relevant to promises and statements given by or on our behalf. These Terms and Conditions apply to the contract to the exclusion of any other terms that you may try to impose or incorporate, or which are implied by trade, custom, practise or course of dealing.

2. Commissioning Of Third Party Services

2a. The Agency shall be entitled to commission, without prejudice, the services of expert external partners to fulfil business commitments, as noted in the Service Agreement statement. Plain Vision Agency shall select third-party services with great care and ensure they are appropriately qualified and compliant with all procedures and policies as it relates to UK Standards.

2b. Commissioning of Third Parties in connection with Plain Visions services shall be done under our name. Any request and applications to undertake business directly with any third-party entity would be subject to Plain Vision’s process and release of contract fee. Such fees are subject to a 20% (include. VAT), compensation of the cost of the principal contract. This fee is non-negotiable and non-refundable. There would be a termination of the contract followed by a formal close of business statement.

2c. Plain Vision will assume obligations vis-a-vis third parties, which survive the length of the contract. This shall apply in the case of any terminations of contracts for cause. Formal notices will be issued within 15 working days and signed agreements from all parties involved. Parties will be released from the principal contract with Plan Vision under this clause, if the reasonable compensation fees are paid in full, within 15 working days of receipt of final invoicing.

3. Title and Copyright Protection of Concepts and Ideas

3a. In the event that Plain Vision Agency accepts or secure consultation beforehand to develop a concept, prior to principal Contracts or Change Contract Notifications, the following duly applies:

  • Plain Vision will request an initial consultation fee, that would be payable by bank transfer, within the agreed deadline. This fee would be applied to the cost of the principal contracts, should the Party pursue further business. In the event that the Party does not enter into a contractual relationship with Plain Vision, the fee would be retained by Plain Vision Agency. This will be subject to GTC (Good Til Cancelled) order. GTC describes a type of order that the Party may place to buy or sell. A security that remains active until either services are filled, or the Parties cancel the order or services/trade is completed.
  • The perspective Party acknowledges the time and cost-intensive activities, for readiness to present the proposal and “pitch”.
  • The Party is obliged to acknowledge The Copyright, Designs and Patents Act 1988, (UK copyright law). To the extent that Plain Vision Agency delivers a level of originality and authenticity within the “pitch stage”, all Copyright infringement laws, must be observed. The potential Party undertakes no action to exploit the creative visuals and ideas presented as part of a concept, in any context other than the corrective of a principal contract that shall be included at a later time.

3b. The Agency shall retain title to all services of the Agency, including services in connection with presentations (e.g., suggestions, ideas, sketches, preliminary designs, scribbles, final drawings, concepts, negatives, slides), including parts thereof, as well as the individual workpieces and original designs. The Agency may demand at any time, in particular in the case of termination of the contractual relationship that they are returned to it. By paying the fees, the Customer shall acquire the right to use the services for the designated purpose agreed. Unless otherwise agreed the Customer shall, however, use the Agency’s services exclusively.

3c. Acquisition of rights to use and exploit the Agency’s services shall, in any case, be subject to full payment of the fees charged by the Agency for the same. If the Customer uses the Agency’s services already prior to that time, such use shall be based on a loan relationship that may be revoked at any time.

3d. Use of the Agency’s services beyond the originally agreed purpose and scope of use shall be subject to the Agency’s consent irrespective of whether such service is protected by copyright or not. In consideration thereof, the Agency and the Parties shall be entitled to a separate reasonable fee.

3e. After expiration of the Agency Service Agreement, use of services of the Agency and/or advertising means for which the Agency developed concepts or designs shall also be subject to the Agency’s consent irrespective of whether the service is protected by copyright or not.

3f. The Parties shall be liable to the Agency for any unlawful use in the amount of twice the reasonable fees for such use.

4. Scope of Services

4a. The scope of agreed services to be rendered shall be defined by the Specifications of the Service Agreement or Plain Vision’s acknowledgement of the new order or additional services (CCN). A proposal report and any other documents will be submitted and subsequent to regular reporting fields. Plain Vision Agency executes the framework within discretion and intends to track, analyse and report against the following:

  • Service set up
  • Gap Analysis
  • Costs/Budgetary constraints
  • Service readiness for implementation
  • Brainstorming sessions
  • Data retention (GDPR)
  • Hard copy record and digital records
  • Software
  • Policies and Procedures
  • Data privacy impact Assessments and Audits
  • Subject access requests
  • Parties contracts in situ
  • Third-Party suppliers’ engagement

4b. All services rendered by Plain Vision, (inclusive but not limited to), preliminary proofs, designs, presentations, brainstorming, blueprints, electronic files, designs, sketches, coloured prints, copies and final drawings, shall be watermarked and checked by the Party for final sign off within five working days of receipt by Parties.

In the event that no confirmation is received within the period, Plain Vision shall deem service approved by the Parties. After no correspondence from the Parties, within this period, service agreement would be ended with a non-refundable agreement.

4c. All Parties shall make accessible to Plain Vision, complete information and documents required for rendering the service. The Parties shall notify with acknowledgement from Plain Vision, circumstances relevant to the execution and completion of the service. The Parties shall bear the costs incurred due to the fact that work has been repeated or delayed because of incorrect or inappropriate submission of information from the Parties, thus requiring modification of service.

4d. Additionally, the Parties are obliged to clear all documents made available to them to facilitate the execution of the service outlined in the principal contract. In the case of slight negligence or if it has fulfilled its duty to warn the Parties, Vision Agency shall not be liable (at least as regards the relationship between the Agency and the Parties) for an infringement of such rights of third parties by documents made available by the Parties. If the Agency is held liable for any infringement of such rights, the Parties shall indemnify and hold harmless the Agency. They shall compensate the Agency for any disadvantages suffered by it due to third-party claims. Including costs of reasonable legal representation, Plain Vision undertakes to support the Agency in defending claims of third parties, if any. For this purpose, the Parties shall provide the Agency with all documents without request.

5. Deadlines

5a. All legally binding deadline agreements shall be recorded in writing and acknowledged by signatories within the Service Agreement.

5b. If the service of the Agency is delayed for reasons for which the Agency is not responsible, such as, “events of force majeure” or other unforeseeable events that cannot be prevented by reasonable means, the service obligations shall be suspended for the duration. The extent of the encumbrance and the deadlines shall be extended accordingly. If such delays continue for more than two months, the Parties and the Agency shall be entitled to rescind the contract.

5c. If the Agency is in default, the Customer may only rescind the contract after having granted Plain Vision Agency a reasonable grace period of at least 15 working days, in writing. After such period has expired fruitlessly, Claims of the Parties for damages, on the ground of, non-performance or default shall be excluded unless intent or gross negligence can be proved. (If negligence is proven, Plain Vision shall accept financial reimbursement as an exception to their non-refundable statement).

6. Early Termination

6a. The Agency shall be entitled to terminate the contract for cause with immediate effect. Causes shall include but not be limited to situations whereby:

  • Provision of service becomes impossible for reasons for which the Parties are responsible or is further delayed even though the Parties were granted a grace period of 10 working days.
  • Parties continue to violate material obligations under this contract, e.g. the obligation to pay an amount payment of which has been demanded or duties to co-operate, despite a written warning and having been granted a grace period of 10 working days.
  • Legitimate concerns exist regarding the Parties credit standing and, upon the Agency’s request, the Parties fails to make advance payments or to furnish suitable security before the provision of the service by the Agency.
  • The Customer shall be entitled to terminate the contract for cause without having to grant a grace period in an event where the Agency is found to have repeatedly violated material provisions of this contract despite a written warning and having been granted a grace period of at least 10 days to remedy the breach of the contract.

7. Fees and Late Fees

7a. Unless otherwise agreed the Agency’s entitlement to fees shall arise for any specific service once the same has been rendered. The Agency shall be entitled to ask for advances to cover its expenses. From a contract volume, involving a budget of GBP, or contracts extending over a prolonged period. The Agency shall be entitled to render interim accounts or issue advance invoices or demand payments on account.

7b. Fees stated are as net fees plus statutory VAT (Value Added Tax). If in a specific case no agreement on fees has been concluded, the Agency shall be entitled to set fees at market rates for the services rendered and for transfer of copyrights and marks.

7c. All services of the Agency, which are not expressly covered by the agreed fees, shall be paid via Change Contract Notification. The Parties shall full reimburse all expenses incurred by the Agency.

7d. Cost estimates provided by the Agency shall be non-binding. If it becomes clear that the actual costs will exceed the Agency’s written cost estimate by more than 15%, the Agency shall advise the Customer of such higher costs. The increase in costs shall be accepted by the Parties if Parties does not object to such increase in writing within three working days of the advice and states cheaper alternatives at the same time. Cost increases of up to 15 % shall not have to be advised separately. Such a deviation from the cost estimate shall be deemed accepted by the Parties from the beginning.

7e. Payment of Recurring Fees - Plain Vision will advise and agree in writing, the intention to discuss payment schedules via date and date generation of Invoices, against agreed ‘pay by’ deadlines.

7f. Plain Vision Agency will charge the Parties aafix fee, followed by an additional (eleven consecutive monthly payments) or (three consecutive quarterly) payments for the Services.

7g. The first payment is payable by the Client and detailed on the Service Agreement and Contacts documents. Invoices submitted by the Contractor to the Client are due within five working days of receipt. If payment by instalments has been agreed, (scheduled payments), the Agency reserves the right to demand immediate payment of the total debt outstanding if instalments or ancillary claims are not paid in time (acceleration clause).

7h. Recurring fees are payable by the Parties and detailed on the Service Agreement and Contracts documents. Plain Vision will accept funds via bank transfers, cash and invoicing and PayPal. For international transactions, Plain Vision will only accept funds from the Parties via Western Union or Money Gram. Plain Vision does not accept cheques or foreign credit cards.

7i. In the case of payment default of the Customer statutory default interest at the rate applicable to business-to-business transactions will be charged. In the case of default, the Customer also undertakes to reimburse the Agency the dunning and collection charges incurred to the extent they are necessary for the appropriate pursuit of the claim. This, in any case, includes the costs of two dunning letters at the market fee of currently at least 15 GBP, per letter. In addition, one dunning letter for a Lawyer who has been instructed to collect the receivables outstanding. The assertion of further rights and claims shall remain unaffected.

7j. Plain Vision Agency will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the payment. The Agency will indemnify the Parties in respect of any such payments required to be made by the Parties.

7k. Plain Vision Agency will be solely responsible for the payment of all remuneration and benefits due to Plain Vision’s Services. Inclusive of VAT and any other form of taxation or social security costs.

8. Payment - Retention of title

8a. All fees shall be due for payment in 14 days of receipt of the invoice without any deductions unless schedule payment terms are agreed in writing on a case-by-case basis. The same shall apply to all cash and other expenses charged. The Agency shall retain title to the ‘service/product’, until full payment of the fees including all ancillary liabilities.

8b. In the case of payment default of the Partner, statutory default Interest, at the rate applicable to business-to-business transactions will be charged. In the case of default, the Parties shall also
undertakes steps to reimburse the Agency for any evidenced additional late fees and on the cost they have had to assume with third-party agreements.

8c. If the Parties are in default of payment, the Agency may call for immediate payment of services or partial services rendered under different contracts concluded with the Parties. Furthermore, the Agency is not obliged to render other services until payment of the amount outstanding (right to withhold services). The obligation to pay the fees shall not be affected.

8c. Parties shall not be entitled to set off claims of the Agency against his own claims unless the Parties claim has been recognised by the Agency in writing or ascertained by the court

9. Terminations

9a. Should Parties unilaterally modify or cancel work ordered without involving the Agency and notwithstanding other regular support from the same, the Parties shall pay the Agency for the services provided by then according to the agreement on fees and shall reimburse all costs incurred.

  • Unless work is cancelled on the ground of a breach of the Agency’s duties by gross negligence or wilful intent, the Parties shall pay the Agency the total fee (Commission) agreed for that contract, and the allowance as defined in English Law, as fundamental breach or terminations.
  • The Agency shall be indemnified and held harmless from and against any third-party claims, in particular of the Agency’s contractors. By payment of the fees, the Customer shall acquire no rights to use work already carried out, for example- concepts, drafts and other documents which were not implemented shall rather be returned to the Agency without delay.

10. Identification marks

10a. The Agency shall be entitled to make reference to the Agency and the Parties, if applicable, on all advertising means and in any advertising and promotion measures, without the Customer being entitled to any payment in this respect.

10b. The Agency shall be entitled to make reference to its current or former business relationships with the Customer on its own advertising media, including but not limited to its website, by referring to the Partner’s business name and business logo, with the Partner having the right to revoke his consent in writing at any time.

11. Warranty

11a. Parties shall notify any defects immediately and in any case of services provided by the Agency and hidden defects. Parties shall, in 10 working days, identify in writing, including a description of the defect. Otherwise, the service shall be deemed accepted. In that case assertion of any warranty claims or claims for damages, as well as, the right to assert claims on account of mistake shall be excluded.

11b. In the case of a justified and timely notification of defects, the Parties shall be entitled to improvement or replacement of the product/service by the Agency. The Agency shall repair the defects within a reasonable time, and the Parties shall enable the Agency to take all measures, which are necessary for examination and repair of the defects.

  • The Agency shall be entitled to refuse improvement of the service if such improvement is impossible or if the Agency were to incur disproportionately high costs. In that case, the Parties shall be entitled to cancel the contract or get a fee reduction as provided for by law. In the case of improvement, the Parties shall send the defective (physical) item at their own cost. Plain Vision shall not refund fees but will attempt to rectify any defects as written and agreed.

11c. The Parties shall also be obliged to examine the service for its lawfulness, including but not limited to competition law, trademark law, copyright law and administrative law. The Agency is obliged only to examine lawfulness and commit to pragmatic compliance of such roughly. The Agency will ensure audit readiness within all internal processes. In the case of slight negligence or after it has fulfilled its duty to warn the Parties, if any, the Agency shall not be liable for the lawfulness of contents if they were advised or accepted by the Parties.

11d. The warranty period shall be six months as of confirmation of completion of service. The right of recourse to the Agency shall be forfeited one year after confirmation of completion of service. The Customer shall not be entitled to withhold payments on the ground of complaints.

12. Liability and Product Liability

12a. In cases of slight negligence liability of the Agency and its employees, contractors or other third-party Agents, for damage to property or pecuniary loss suffered by the Parties shall be excluded, be it indirect or direct damage, lost profit or consequential damage resulting from a defect, damage due to default, impossibility, breach of obligation, ‘culpa in contrahendo’ or due to defective or incomplete performance. The affected Parties shall have to prove gross negligence. To the extent that the Agency’s liability is excluded or limited, this shall also apply to the personal liability of its People.

13. Applicable Law

13a. The agreement and all mutual rights and duties resulting therefrom, as well as any claims between the Agency and the Parties, shall be subject to English substantive law, and its conflicts of laws rules and UN Sales Law shall be excluded.

14. Place of Performance and Place of Jurisdiction

14a. The place of performance shall be the registered office of the Agency. In the case that goods are shipped the risk shall pass to the Parties once the Agency has delivered the goods to the carrier chosen by it.

14b. The agreed place of jurisdiction for all legal disputes arising between the Agency and Parties in connection with this contractual relationship shall be the court having jurisdiction over the subject-matter and the Agency’s registered office. Notwithstanding the foregoing, the Agency shall be entitled to sue the Parties at his general place of jurisdiction.

15. Confidentiality

15a. Confidential information (the Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Parties. This includes but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Parties and where the release of that Confidential Information could reasonably be expected to cause harm to the Parties.

*Plain Vision shall maintain policies and practises that demonstrated pragmatic compliance with GDPR (May 2018).

15b. Plain Vision agrees that they will not disclose, divulge, real, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this agreement.

15c. All written and oral information and material disclosed or provided by the Parties to the Plain Vision under this Agreement is Confidential Information. This is regardless of whether it was delivered to the Agency before or after the date of the agreement or how.

16. Data protection (Visual Emphasis According to Court Rulings)

The Customer agrees that his personal data, namely name, occupation, date of birth, Business Register Number, powers to represent the company, contact person, business address and other addresses of the Customer, phone number, fax number, email address, bank details, credit card details, VAT number) may be collected, stored and processed electronically for the purpose of performance of the contract and support of the Customer and for the Agency’s own advertising and promotion purposes, for example by sending him offers, advertising brochures or newsletters (in hard copy or electronic form) and for the purpose of making reference to the current of former business relationship with the Customer. The Customer agrees to be sent electronic mail for advertising purposes until further notice.

Such consent may be revoked in writing via email, fax or letter to the contact details stated in the header of these GTC at any time.

17. GDPR Statement of Pragmatic Compliance

17a. Plain Vision Agency LTD is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, and then you can be assured that it will only be used in accordance with this privacy statement.

Parties may request details of personal information which we hold about you under the Data Protection Act 1998, the Data Protection Directive 1995 and the General Data Protection Regulation 2018.

17b. Data protection (visual emphasis according to court rulings)

The Parties agrees that their personal data, namely name, occupation, date of birth, Business Registration Number, powers to represent the company, contact person, business address and other addresses of the Parties, phone number, fax number, email address, bank details, credit card details, VAT number, may be collected, stored and processed electronically for the purpose of performance of the contract and support of the Parties’ and for the Agency’s own advertising and promotion purposes. For example, by sending the Parties offers advertising brochures or newsletters (in hard copy or electronic form) and for the purpose of making reference to the current of former business relationship with the Parties.

The Parties agree to be sent electronic mail for advertising purposes until further notice. Such consent may be revoked in writing via email, fax or letter to the Parties details stated in the header of these GTC at any time.

17c. Plain Vision has established annual review cycles or when the guidelines of the law have changed. You should check this page frequently to ensure that you are happy with any changes.

18d. Plain Vision’s reason for collecting User data is to get in touch with Users (Parties), who have submitted their details in order to discuss a potential project. By submitting their details, they understand that they will be contacted by Plain Vision Agency LTD ONLY. We never share any User Data with any Third Parties, and all data is held on our secure business server.

17e. We also have a newsletter sign up form throughout our website, which stores subscriber information in our email marketing software. We may send out updates and offers to the subscribers.

17f. We use traffic log cookies to identify which pages are being used. A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added, and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences. This helps us analyse data about webpage traffic and improve our website to tailor it to customer needs. The Agency only uses this information for statistical analysis purposes, and then the data is removed from the system.

Overall, cookies help us provide a better-quality website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.

You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law.

Parties may request details of personal information which we hold about them, under the Data Protection Directive 1995 and the General Data Protection Regulation 2018. Parties can request a copy of the information held or formally request via email that their information is deleted. Such request will be acknowledged by confirmation of receipt email and actioned following verbal contact with Plain Vision and all Parties involved. Parties are therefore asked to allow up to 30 working days for any information to be supplied or deleted as it is a manual process.

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