Donna Creative:
Turning ideas into messages that connect and inspire
Introduction
Agreement for the supply of Services BETWEEN (a) Donna Creative Limited, a company incorporated in England and Wales with Company House (16648785), whose registered office is 4 Dickenson Walk, Alresford, SO24 9PW; and the Customer whose name and address is set out on the Order.
Donna Creative and the Customer are individually referred to as a “Party” and collectively as the “Parties”. This Agreement comprises (i) the General Contract Clauses (“GCC”) which are general clauses that apply to all contracts between Donna Creative and the Customer, (ii) the Quote and the services and work product provided to the Customer (“Deliverables”) which are clauses specific to each Service provided by Donna Creative to the Customer. The Order and GCC, read in conjunction with the other documents listed therein, are complete documents expressing all the rights and obligations of the Parties.
This Agreement shall become effective on the date on which it is accepted by an authorised representative of Donna Creative (“Effective Date”) following receipt of the Customers Order.
General Contract Clauses
Definitions
- Agreement means the Quote, these Terms and Conditions and the Customer’s Order and any other attached documents.
- Accepted or Acceptance means the fully informed acceptance by Donna Creative of an order from the Customer to provide Services.
- Charges mean the charges payable by the Customer for Services as set out in the Order and/or this Agreement.
- Customer Content means all materials, writing, images or other creative content provided by the Customer used in preparing or creating the Deliverables.
- Deliverables mean the services and work product specified in the Quote to be delivered by Donna Creative to the Customer.
- Designer Tools means all design tools developed and/or used by Donna Creative in performing the Services, including type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non copyrightable concepts.
- Final Deliverables means the final versions of Deliverables provided by Donna Creative and accepted by the Customer.
- Order means an offer or order submitted by a customer in response to a Quotation that accurately reflects the Quotation and that is Accepted.
- Project means the scope and purpose of the Customer’s identified usage of the work product as described in the Quote.
- Quote means the Services set out in the Quotation.
- Services mean all services and the work product to be provided to the customer by Donna Creative as described and otherwise further defined in the Quote.
- Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Donna Creative Services
1.1 Donna Creative shall perform the services listed the Scope of Work according to the Work Plan and Milestones schedule.
Payment
2.1 The Customer agrees to pay to Donna Creative the fees listed in the Order without any deduction, plus VAT at the applicable rate.
2.2 Prices in the Order includes only Donna Creative fees. Any other costs, including art licensing and photography, will be billed to the Customer in addition.
2.3 Payment is due monthly via direct debit/bank transfer.
2.4 All invoices are payable within 14 days of receipt. Invoices will include any expenses and additional costs as separate items.
2.5 Donna Creative may withhold delivery and transfer of ownership of any current work if invoices are overdue or not paid in full.
2.6 All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding additional costs, expenses or any other charges.
Changes to project scope
3.1 If the Customer wants to change the Scope of Work after acceptance of this Agreement, the Customer shall send Donna Creative a written Change Order describing the requested changes in detail.
3.2 Designer will evaluate each Change Order at its standard rate and charges.
3.3 Within five days of receiving a Change Order, Donna Creative will respond with a statement proposing availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions.
3.4 If the Customer requests are at or near 60% of the time required to produce the Deliverables, or the value of the Scope of Services, Donna Creative shall be entitled to submit a new and separate Proposal to the Customer for written approval. Donna Creative will not begin work on the revised services until it receives a revised Order from the Customer.
3.5 If the Customer requests are not Major Changes, the Customer will be billed on a time and materials basis at Donna Creative’s hourly rate of £45 per hour.
3.6 Such charges shall be in addition to all other amounts payable under this Agreement, despite any previously agreed maximum budget, contract price or final price previously identified.
3.7 Donna Creative may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
3.8 The Customer will have 15 days to respond in writing accepting or rejecting the new proposal. If the Customer rejects the proposal, Donna Creative will not be obligated to perform any services beyond those in the original Agreement.
Delays
4.1 Donna Creative shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule.
4.2 Donna Creative may extend the due date for any Deliverable by giving written notice to the Customer.
4.3 The total of all extensions shall not exceed 15 days.
4.4 The Customer shall use all reasonable efforts to provide needed information, materials and approvals in the agreed timescale.
4.5 Any delay by the Customer will result in a day for day extension of the due date for all Deliverables.
4.6 Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day for day extension of any performance due.
4.7 Each party shall use reasonable efforts to notify the other party, in writing, of a delay.
4.8 Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.
Evaluation and acceptance
5.1 Donna Creative will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to the Customer.
5.2 The Customer shall, within 15 business days after receiving each Deliverable, notify Donna Creative in writing of any failure to comply with the specification of the Quote or of any other objections, corrections or changes required.
5.3 Donna Creative will, within 15 business days of receiving the Customers notification, correct and submit a revised Deliverable to the Customer.
5.4 The Customer shall, within five business days of receiving a revised Deliverable, either approve the corrected version or make further changes.
5.5 If after seven corrections by Donna Creative, the Customer finds the Deliverables are not acceptable, the Customer may terminate this agreement subject to the termination clauses of this Agreement.
5.6 If the Customer fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted.
5.7 All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Customer responsibilities
6.1 The Customer acknowledges that it is responsible for performing the following in a reasonable and timely manner.
6.2 Provide the Customer Content in a form suitable for use in the Deliverables without further preparation by Donna Creative, unless otherwise specified in the Quote.
6.3 Proofread all Deliverables.
6.4 Donna Creative may charge the Customer for correcting errors after the acceptance of any Deliverable by the Customer.
6.5 Inform Donna Creative of any inconsistencies or required development changes 10 days before scheduled launch dates. The Customer shall inform Donna Creative of any further development requirements before requesting a development is launched as live. The customer requesting development to be live provides Donna Creative with authority that all work is approved. The customer has seven days to notify Donna Creative of any further development requirements once live. After seven days Donna Creative shall treat developments as final complete and approved
Accreditation and promotion
7.1 Donna Creative will be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Donna Creative in the Deliverables on each page of the Final Deliverables.
7.2 Donna Creative retains the right to reproduce, publish and display the Deliverables in Donna Creative portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
7.3 Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
Use of Artificial Intelligence (AI) tools
Donna Creative Limited may use artificial intelligence (AI) tools or systems to support data analysis, research, or content development where such use enhances efficiency or quality of output.
When using any AI-based tools or systems:
- Donna Creative Limited will ensure that no confidential, sensitive, or personally identifiable information belonging to Activity Alliance is uploaded or disclosed to any external AI platform.
- Any data used for analytical or developmental purposes will be anonymised or aggregated to remove identifiers, ensuring compliance with the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.
- All use of AI will be for lawful and ethical purposes consistent with the aims of the project, and outputs will be reviewed by Donna Creative Limited for accuracy and appropriateness before inclusion in any deliverable.
- Activity Alliance may request details of any AI tools used in connection with this contract and may withdraw consent for their use on written notice if a reasonable concern arises about data protection or confidentiality.
- Donna Creative Limited will remain fully responsible for the accuracy, originality, and compliance of all outputs produced.
Confidential information
8.1 The Customer’s "Confidential Information" includes information that Donna Creative should reasonably believe to be confidential.
8.2 All material considered confidential by either party shall be designated as confidential.
8.3 Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.
8.4 Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Relationship of the parties
9.1 Donna Creative is an independent contractor and shall determine, in its sole discretion, the manner and means by which the Services are accomplished.
9.2 No agency, partnership or joint venture is intended or created by this Agreement.
9.3 Neither party is authorised to act as an agent or bind the other party except as expressly stated in this Agreement.
9.4 The work product or Deliverables prepared by Donna Creative shall not be deemed a work for hire as defined under Copyright Law.
9.5 All rights granted to the Customer are contractual in nature and are expressly defined by this Agreement.
9.6 Donna Creative may at its sole discretion use third parties as independent contractors in connection with the Services. Donna Creative shall remain fully responsible for their compliance with this Agreement.
9.7 This Agreement does not create an exclusive relationship between the parties. The Customer is free to engage others to perform services of the same or similar nature to those provided by Donna Creative.
9.8 Donna Creative shall be entitled to offer and provide design services to others, solicit other Customers and otherwise advertise the services offered by Donna Creative.
Representations and warranties
10.1 the Customer represents and warrants to Donna Creative that: (a) To the best of the Customer’s knowledge, use of the Customer Content does not infringe the rights of any third party; (b) the Customer shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) the Customer will obtain all necessary and appropriate rights and licenses to grant license to Donna Creative to use Third Party Materials.
10.2 Donna Creative represents and warrants to the Customer that: (a) Donna Creative will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Donna Creative shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Designer Tools, sufficient for Donna Creative to grant the intellectual property rights provided in this Agreement; (c) to the best of Donna Creative’s knowledge, the Deliverables will not violate the rights of any third parties.
10.3 If the Customer or a third party modifies the Deliverables or uses the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Donna Creative shall be void.
10.4 Except for the express representations and warranties stated in this agreement, Donna Creative gives no warranties whatsoever.
10.5 Donna Creative explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
Indemnity and liability
11.1 The Customer will indemnify Donna Creative from any and all damages, liabilities, costs, losses, expenses or fees arising out of any claim, demand, or action by a third party arising out of any breach of the Customer’s responsibilities or obligations, representations or warranties under this Agreement.
11.2 Donna Creative shall promptly notify the Customer in writing of any third party claim or suit.
11.3 The Customer shall have the right to fully control the defence and any settlement of such claim or suit.
11.4 The services and the work product of Donna Creative are sold “ as is” in all circumstances, the maximum liability of Donna Creative, its directors, officers, employees, design agents and affiliates (“ designer parties”), to the customer for damages for any and all causes whatsoever, and customer’ s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the fees paid to Donna Creative by the Customer for the project.
11.5 Donna Creative accepts no liability for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Donna Creative, even if Donna Creative has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Term and termination
12.1 This agreement shall begin when Donna Creative accepts the Customer’s Order and shall continue until all Services are complete and delivered, or until the Agreement is terminated.
12.2 Either party may terminate this agreement at any time prior to delivery of the Deliverables, on 30 days prior to written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30 day period.
12.3 Either party may terminate this agreement at any time if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
12.4 This agreement may be terminated by the mutual agreement of the parties.
12.5 In the event of termination, the Customer shall pay Donna Creative for the Services performed up to the date of termination in the amount of a prorated portion of the fees due. In addition, the Customer shall pay all Expenses, Fees, and Additional Costs incurred up to the date of termination.
12.6 If the Customer terminates then subject to clause 12.5 above, Donna Creative will grant to the Customer right and title as provided by this Agreement with respect to those Deliverables provided and accepted by the Customer as of the date of termination.
12.7 On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party; and (b) all rights and obligations regarding Confidential Information shall survive.
Rights to final art
13.1 Donna Creative grants to the Customer a non exclusive, perpetual and worldwide license to use and display the Deliverables and Final Deliverables in accordance with this Agreement.
13.2 The rights granted to the Customer are for use of the Final Deliverables in its original form only.
13.3 The Customer may not change, create derivative works or extract portions of the Final Deliverables.
13.4 Additional fees shall be payable by the Customer for the use of any Deliverables by the Customer outside the scope of the license granted above.
13.5 Donna Creative shall be entitled to an additional fee equal to the final Project fee unless otherwise agreed in writing by both parties.
13.6 Until such an additional fee is paid, the Customer shall not use any of the Deliverables outside the scope of the license granted above.
Rights to deliverables other than final art
14.1 The Customer Content is the exclusive property of the Customer.
14.2 The Customer grants to Donna Creative a nonexclusive, non transferable license to use, reproduce, modify, display and publish the Customer Content solely in connection with the performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement.
14.3 Donna Creative will retain all rights in and to all Preliminary Works and the Customer shall return all Preliminary Works to Donna Creative within 30 days of completion of the Services.
14.4 All Donna Creative Tools are and shall remain the exclusive property of Donna Creative.
14.5 Donna Creative grants the Customer a nonexclusive, nontransferable, perpetual, worldwide license to use the Donna Creative Tools solely to the extent necessary with the Final Deliverables for the Project.
Enhancements and alterations
15.1 The Customer may request that Donna Creative develop enhancements or make alterations to the Deliverables by submitting a new Order.
15.2 Alteration of any Deliverable is prohibited without the express permission of Donna Creative.
15.3 Unauthorised alterations shall constitute additional use and will be billed accordingly.
Dispute resolution
16.1 The Parties agree to attempt to resolve any dispute by negotiation between the parties.
16.2 If the Parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
General
17.1 Modifications to this Agreement must be in writing and signed by both parties.
17.2 Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
17.3 All notices under this Agreement shall be given in writing either by: (a) Email, with return confirmation of receipt; (b) Certified or Registered post, with return receipt requested. (c) Notice will be effective when received, or in the case of email, on confirmation of receipt.
17.4 Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
17.5 This Agreement shall be governed by the law of England.
17.6 If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
17.7 Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
17.8 This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.