1. Definitions

“Company” means Vitamin Creative Ltd. “Client” means the person, firm or Company placing an order with the Company “Works” means any services provided by the Company as ordered by the Client “Goods” means any goods provided by the Company as ordered by the Client

2. Application

These terms and conditions apply to any provision of Works and/or Goods by the Company to the Client.

3. Acceptance

The Client does not need to sign an acceptance to these terms of business for them to be applicable. If a quote is accepted by a Client then the Client will be deemed to have implicitly accepted these terms of business without variation.

4. Quotations

The prices, quantities and delivery time stated in any quotation are not binding on the Company. They are commercial estimates only which the Company will make every reasonable effort to achieve. Prices are quoted based on the scope of job descriptions and/or briefs. In the event of changes to job descriptions or briefs received after commission, the Company reserves the right to increase fees accordingly.

5. Compliance

Vitamin Creative Ltd. assumes that all content provided is legally and ethically sound. In providing content, the Client indemnifies the Company against any and all liability arising from material produced with this content. The Company cannot accept any liability whatsoever for any damages caused by the use of material produced using Client provided content. Where Vitamin Creative Ltd. creates content and/or designs at the Client’s request, it will always endeavour to ensure that the content and/or designs are legally and ethically compliant. However, it is the Client’s ultimate responsibility to confirm compliance. The Company does not accept any liability arising from any content after approval has been indicated.

6. Rights

Vitamin Creative Ltd. retains all rights and intellectual property of creative material and title to goods until full payment has been received. On final invoice payment, the Company grants the Client unrestricted licence to display and reproduce creative materials but retains creative copyright. The Company does not release native/source artwork files for 3rd parties to remix or adapt. Where the Company extends credit facilities to the Client, allowing the Client to use material with outstanding payment due, the Company still retains all intellectual property and usage rights until final payment is received. If settlement is not received, Vitamin Creative Ltd. will seek compensation for the unauthorised use of its intellectual property. For further information regarding copyrights, please view this article (opens in new tab)

7. Proofing, Approval and Delays

Vitamin Creative Ltd. always endeavours to produce artwork with accurate content. However, it is the Client’s ultimate responsibility to ensure that material produced is correct. On approval, the Client accepts full responsibility for errors and/or omissions. The Company cannot accept any liability whatsoever for any damages caused by errors or omissions discovered after this approval has been given. In order to ensure efficiency in finalising works carried out by the Company, the Client is required to fully co-operate and engage with the Company and provide them with whatever content, images and instructions they require. While the works are being carried out, it is a requirement that the Company will be able to make contact with an individual be it the Client or a representative for the Client so that input can be provided and feedback can be obtained to allow the works to progress though their phases and ultimately to their conclusion.

8. Satisfaction and Approval of Works

Once the works have been completed, the Client will be notified by the Company and at this point, the Client will be able to assess and review the works. To allow the Company to allocate resources to other projects and conclude projects efficiently, it is a requirement that the Client will notify the Company of any issues with the works within a period of 7 days from when it was first notified by the Company that the works were completed. Once the works are approved by the Client, only small or minor changes will be allowed thereafter at the discretion of the Company.

9. Failure to Communicate or Approve Work

If the Client fails to communicate with the Company and instructions cannot be obtained or the works cannot be finalised or approved, the Company may at its discretion terminate the agreement with the Client as it deems necessary. Additionally, if the Client fails to approve the works or rejects the works provided, the Company agrees to act reasonably to resolve the issues raised by the Client. If the Client however acts unreasonably in their rejection of the works and the Company cannot reasonably resolve the issues raised then the Company may terminate the agreement with the Client and seek payment of all sums due.

10. Alterations to Design

The Company appreciates that from time to time during the design process that alterations to the layout of the works may need to be made. Please note however that the Company reserves the right to limit the number of alterations that may be made and in certain circumstances the Company may charge additional sums for what it deems to be excessive alterations to the original design that it provided. The Company will allow small changes to be made during the process but any changes that it deems as being major will incur extra costs and these costs will be calculated in accordance with the time expended to accommodate such changes. For the avoidance of doubt the Company (Vitamin Creative Ltd) will determine whether a change incurs additional costs or not.

11. Confidentiality

Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material. This provision shall not, however, apply to information or material which is or becomes public knowledge other than by breach by a party of this clause. With agreement from the Client, the Company will from time to time use works which it has designed to advertise our business and showcase its projects carried out to date.

12. Payment

Payment of first commission is a sum equivalent to 50% of the price quoted in advance and the remaining 50% is payable on completion. After this, credit facilities can be provided at the discretion of the Company. However, Vitamin Creative Ltd. requires that invoices are paid on time. In the case of excessively late payments, the Company cannot undertake further commissions until outstanding invoices are settled. Vitamin Creative Ltd. also implements the late payment in commercial transactions regulations 2002 (S.I. No. 388/2002) which provides for interest to be charged on late payments.

13. Cancellation

In view of the nature of the services provided by the Company, the cancellation of an order may be subject to fees. These fees may be based on the rates quoted to the Client at the time of commission or such other higher sum resulting from all quotes being commercial estimates only.

14. Exclusion of Liability

The Company excludes itself and any associated parties, agents and employees from all and any liability of whatsoever nature arising from:

• Damage or loss caused by any mistake, omission, inaccuracy or delay during the preparation of the works whether by the result of negligence or some other cause.
• Damage or loss to the Clients’ content or images supplied for the purposes of the works.

Damage or loss to the Clients’ business resulting from a third party hacking or maliciously infiltrating the Clients’ website including but not limited to any financial loss or loss resulting from a data breach. In the event that the Company is liable for any breach of this agreement and/or negligence, then the damages for such a claim/claims are limited to a sum equivalent to the charges paid for the works from the Client to the Company. This amount will not be increased in circumstances where the Company is liable for multiple breaches of the agreement and/or different instances of negligence.

15. Governing Law

These terms of business will be construed and governed in accordance with the laws of Ireland.

16. Entire Agreement

This agreement takes precedence over all and any other agreement either verbal or in writing between the Client and the Company. No letter, email, discussion or other form of communication will be deemed to vary these terms of business unless same has been annexed hereto. All verbal discussions held with the intention of altering these terms should be set out in a memorandum and same must be annexed to this agreement to allow the variation to take effect.

17. Client’s Obligations

The Client hereby acknowledges and agrees to hold harmless the Company in complying with all legislation, regulations both Irish and otherwise that relates to the Clients business and any specific or peculiar rules or regulations that may apply to same.

18. Severability

In the event of one or more of the terms included herein being invalid, illegal or unenforceable for any reason whatsoever, the agreement shall not be deemed to be invalid or unenforceable but rather the remaining terms of this agreement shall continue to exist and not be affected by the invalidated term. The invalidated term shall by mutual agreement between the Company and Client be replaced by a legal, valid and enforceable term which reflects the intention of the invalidated term.