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TERMS & CONDITIONS
ORQA DESIGN

 

1. “Orqa Design” means Orqa Design & Marketing Specialists Ltd 
“Services” means the goods and/or services to be supplied by Orqa Design to the Client in accordance with 
Orqa Design’s quotation or at the Client’s order and includes goods and/or services which, in Orqa Design’s 
sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of 
any Materials provided by the Client or any other cause attributable to the Client; 
“Materials” means any documents, materials, data, photography or information supplied by one party to 
the other; and “the Client” means the person who accepts Orqa Design’s quotation for the supply of 
Services or whose order for Services is accepted by Orqa Design and where the Client comprises two or 
more persons their liability to Orqa Design shall be joint and several. 
 
2. These terms and conditions apply to all contracts between Orqa Design and the Client for the provision of 
services to the exclusion of any terms and conditions specified by the Client. 
 
3. All charges quoted to the Client for the provision of the Services are inclusive of any Value Added Tax for 
which the Client shall be liable at the rate applicable from time to time. Orqa Design’s quotations are valid 
for a period of 30 days from the date of the quotation and the Client shall pay Orqa Design’s charges (over 
and above the sums quoted) for additions to or changes in the Services, all corrections and delivery. 
 
4. Orqa Design shall be entitled to invoice the Client (both on an interim and on a final basis) at any time 
following the provision of Services (unless otherwise agreed with the Client) and the Client shall pay the 
amount of Orqa Design’s invoices (together with any applicable Value Added Tax and without any set-off 
or other deduction) within 30 days of the date of Orqa Design’s invoice. 
 
5. If payment is not made on the due date Orqa Design shall be entitled, without limiting any other rights it 
may have, to charge interest on the outstanding amount (both before and after any judgement) at the 
rate of 2% per month from the due date until the outstanding amount is paid in full. 
 
6. The copyright in any Materials provided by the Client to Orqa Design shall belong to the Client while the 
copyright in any Materials provided by Orqa Design (including paid and unpaid pitches) shall, unless 
otherwise agreed in writing between the Client and Orqa Design, belong to Orqa Design, subject only to 
the right of the Client to use Materials provided by Orqa Design for the proper exploitation by the Client of 
the Services. 
 
7. Any Materials provided by the Client which are so designated by the Client and any Materials provided by 
Orqa Design which are so designated by Orqa Design shall be kept confidential by the party receiving them 
unless the Materials concerned are already in or enter the public domain otherwise than by that party’s act 
or omission. 
 
8. The Client warrants that any Materials provided by the Client and their use by Orqa Design for the purpose 
of providing Services will not infringe the copyright or other rights of any third party, and the Client shall 
indemnify Orqa Design against any loss, damages, costs, expenses or other claims arising from any such 
infringement. 

9. Upon completion of the Services and payment in full by the Client for such work (and settlement by the 
Client of all other sums due from the Client to Orqa Design) Orqa Design shall at the written request of the 
Client assign to the Client its copyright in any Materials created for the Client as part of the Services, 
subject to the conditions of clause 14 of these terms and conditions. 
 
10. Orqa Design warrants that its work shall be original and will not knowingly infringe third party rights. Any 
preliminary conceptual design work produced is for conceptual use only and therefore not intended to be 
used as final artwork. Orqa Design cannot be held responsible for further use of conceptual designs 
without authorisation. 
 
11. For the avoidance of doubt, all concepts, ideas or other preliminary work produced by Orqa Design in 
contemplation of but prior to the Client’s order for Services shall be deemed to form part of the Services 
and shall be subject to the same constraints as to intellectual property rights and confidentiality as the 
Services themselves. 
 
12. Unless Orqa Design expressly agrees otherwise, it shall not be under any obligation to make any search or 
enquiry with regard to third party rights such as trademarks, registered designs or market searches. 

 13. Unless expressly requested by the client in writing, it is standard procedure for illustrators, photographers, 
image libraries and model agencies to retain ownership of the original illustration or photograph, although 
this does not restrict the Client's use of any illustration or photograph within the negotiated usage rights. 
 
14. Orqa Design warrants to the Client that the Services will be provided using reasonable care and skill and, 
as far as reasonably possible, in accordance with the specification for the Services and at the intervals and 
within the times agreed between Orqa Design and the Client. Where Orqa Design supplies in connection 
with the Services any goods (including Materials) supplied by a third party, Orqa Design does not give any 
warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall where 
possible assign to the Client the benefit of any warranty, guarantee or indemnity given by the person 
supplying the goods to Orqa Design. 
 
15. Orqa Design shall have no liability to the Client for any loss, damage, costs, expenses or other claims for 
compensation arising from any Materials or instructions supplied by the Client which are incomplete, 
incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or 
non-arrival, or any other fault of the Client. 
 
16. Except in respect of death or personal injury caused by Orqa Design’s negligence, or as expressly provided 
in these conditions Orqa Design shall not be liable to the Client by reason of any representation (unless 
fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the 
express terms of the contract, for any loss of profit or any indirect, special or consequential loss, damage, 
costs, expenses or other claims (whether caused by the negligence Orqa Design, its servants or agents or 
otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, 
and the entire liability of Orqa Design under or in connection with the contract shall not exceed the 
amount of Orqa Design’s charges for the provision of the Services, except as expressly provided in these 
conditions. 

17. Orqa Design shall not be liable to the Client or be deemed to be in breach of contract by reason of any 
delay in performing, or any failure to perform, any of Orqa Design’s obligations in relation to the Services, 
if the delay or failure was due to any cause beyond Orqa Design’s reasonable control. 
 
18. Orqa Design shall be entitled (unless otherwise agreed) to sub-contract the provision of the Services or 
any part of them, and to receive and to retain for its own benefit any commission earned through the 
introduction of the Client’s business to third parties. 
 
19. Orqa Design shall not be liable to the Client for the non-appearance of advertising placed by Orqa Design 
for the Client, or for any failure to comply with the Client’s instructions in relation to the formal content of 
such advertising, where such non-appearance or failure was beyond Orqa Design’s reasonable control, and 
Orqa Design may charge to the Client all costs incurred and not recoverable by Orqa Design in relation to 
such advertising. 
 
20. The Standard Conditions of Contract of the British Printing Industries Federation shall apply to any 
contract for the design and/or production of printed material for the Client in so far as such conditions are 
not inconsistent with Orqa Design’s own terms and conditions (which shall prevail). 
 
21. Either party may (without limiting any other remedy) at any time terminate the contract by giving written 
notice to the other if the other commits any breach of these terms and conditions and, if capable of 
remedy, fails to remedy the breach within 30 days after being required by written notice to do so, or if the 
other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary 
arrangement with his or its creditors, or has a receiver or administrator appointed. 
 
22. Orqa Design cannot guarantee that emails sent to it or it's agents or representatives will be received and 
all critical communication should be sent or confirmed by personal delivery, recorded post or fax. 
 
23. These terms and conditions (together with the terms, if any, set out in any specification for the Services 
agreed between the parties) constitute the entire agreement between Orqa Design and the Client and may 
not be varied except in writing between the parties. All other terms and conditions, express or implied by 
statute or otherwise, are excluded to the fullest extent permitted by law. 
 
24. English law shall apply to the contract, and the parties agree to submit to the non-exclusive jurisdiction of 
the English courts.