Mutual Agreement | the small print

Between us, Fresh Canvas and you THE CLIENT

Summary

We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

In short

You (Defuse Global Ltd) are hiring us (Fresh Canvas) located at 80 Wood Lane, London, W12 0BZ to create digital design assets to use for branding and marketing purposes. Of course, it’s a little more complicated, but we’ll get to that.

What Do Both Parties Agree To Do?

As our client, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we’ll need to complete the ongoing projects/amendments – including text, images and other information – as and when we need it and in the format we ask for. You agree to review our work, provide feedback and approval in a timely manner too. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this agreement.

We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this we’ll also maintain the confidentiality of any information that you give us.

Services we offer

  • Branding
  • Graphic Design
  • Fashion Design
  • Power Point presentations
  • Web Design & Management
  • Hosting
  • E-commerce
  • SSL certificates
  • Printing
  • Photography
  • Video production and/or editing
  • Marketing Services

For quotes regarding any of the above creative services please contact hello@frehcanvas.co.uk

Quotes, timescale and additional charges

We’ll provide a quote based on the brief you provide and indicate an estimate timescale for the work. The timescale provided will vary and possibly change dependant on several different factors including speed of approvals, sending us your content, amendments etc.

We’ll do our best to accommodate your changes however, where we are given amendments which change the scope of your project from the original quote given, we will be obliged to indicate this to you and provide you with an updated invoice with additional charges. The rate will be determined by the project in question.

Legal stuff

We’ll carry out our work in accordance with good industry practice and at the

standard expected from a suitably qualified person with relevant experience.

That said, we can’t guarantee that our work will be error-free and so we can’t

be liable to you or any third-party for damages, including lost profits, lost

savings or other incidental, consequential, or special damages, even if you’ve

advised us of them

Your liability to us will also be limited to the amount of fees payable under our agreement and you won’t be liable to us or any third-party for damages, including

lost profits, lost savings or other incidental, consequential or special damages,

even if we’ve advised you of them.

Finally, if any provision of this contract shall be unlawful, void, or for any

reason unenforceable, then that provision shall be deemed severable from

this contract and shall not affect the validity and enforceability of any

remaining provisions.

Intellectual property rights

Just to be clear, “Intellectual property rights” means all patents, rights to

inventions, copyright (including rights in software) and related rights,

trademarks, service marks, get up and trade names, internet domain names,

rights to goodwill or to sue for passing off, rights in designs, database rights,

rights in confidential information (including know-how) and any other

intellectual property rights, in each case whether registered or unregistered

and including all applications (or rights to apply) for, and renewals or

extensions of, such rights and all similar or equivalent rights or forms of

protection which subsist or shall subsist now or in the future in any part of the

world.

You guarantee that all elements of text, images or other artwork you provide

are either owned by your good selves, or that you’ve permission to use them.

When you provide text, images or other artwork to us, you agree to protect us

from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned

by us or we’ve obtained permission to provide them to you. When we provide

text, images or other artwork to you, we agree to protect you from any claim

by a third party that you’re using their intellectual property. This excludes any use of another company’s intellectual property which you have directed or approved to be used as part of your final Digital Asset or End Product.

Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the digital asset we design for you plus the visual elements that we

create for it. We’ll give you source files and finished files and you should keep

them somewhere safe as we’re not required to keep a copy. You own all

intellectual property rights of text, images, site specification and data you

provided, unless someone else owns them. In the case that we have used licenced paid digital assets as part of your project you will be granted a Limited Sublicence. Please see the Stock Digital Assets section for further details.

We’ll own any intellectual property rights we’ve developed prior to, or

developed separately from this project and not paid for by you. We’ll own the

unique combination of these elements that constitutes a complete design and

we’ll license its use to you, exclusively and in perpetuity for your project only,

unless we agree otherwise.

Stock Digital Assets

Sometimes we may use free stock platforms or paid stock platforms as part of your project. We will also use stock assets that you provide us which you have either obtain for free or from a paid platform. For either type of asset you are bound by the terms of the platform in question and we are exempt for any future copyright claim from a third party for breaches of their terms and/or illegal use of their assets.

Free Digital Assets
All content on from ‘free platforms’ can be used for no additional cost for commercial and non-commercial use across print and digital, except in the cases mentioned in “What is not allowed”.
Attribution is not required. Giving credit to the contributor or the free platform is not necessary but is always appreciated by their communities.
You can make modifications to content from free platforms.

What is not allowed?

This section only applies to asset end users which includes us both.

Don’t redistribute or sell someone else’s assets from the free platform or other stock or wallpaper platforms.
Don’t sell unaltered copies of an asset. e.g. sell an exact copy of a stock photo as a poster, print or on a physical product.
Don’t portray identifiable people in a bad light or in a way that is offensive.
Don’t use assets with identifiable brands to create a misleading association with a product or service.

Paid Digital Assets

These are often either from our paid libraries which we are licensed to use for personal or commercial projects for a client. We may include the cost of these within your quote or for specific assets, we will inform you of the charge in the initial quote.

  1. For Digital Assets (Items) a Single Use is the use of the Item to create an End Product (requiring an application of skill and effort) in one of the following ways:
  2. For an Item that is a template, the End Product is a customized implementation of the Item.
  • For an Item that is an audio item, the End Product is a sync of the music with an audio-visual or audio-only work that incorporates the Item as well as other things, so that it is larger in scope and different in nature than the Item.
  • For other types of Items, an End Product is a work that incorporates the Item as well as other things, so that it is larger in scope and different in nature than the Item.
  • We can use the item to create an End Product for ourselves or for you as a client. If we use an Item to create an End Product for you as a client, then we can transfer the End Product to you as long as we have an active subscription for a platform or have paid for the asset in question. The right to use that Item as part of the End Product is transferred to you with the End Product under the Limited Sublicense set out in clause 3.
  • If we transfer an End Product to you, we do so by sublicensing these license rights in any Item within that End Product. The sublicense is only granted on condition that use of the Item is limited to that use which is necessary in order to use the End Product, so the Item must not be extracted, reproduced or used in any other way (the Limited Sublicense).
  • We can make any number of copies of the End Product created using an Item. We can distribute the End Product through multiple media. See below for more details.
  • We can modify or manipulate an Item, or combine the Item with other works, to suit the End Product. The resulting works created using the Item are subject to the terms of this license. We can do the things allowed in this clause as long as the End Product we then create using an Item is one that’s permitted under clause 1.
  • If an Item contains multiple assets, we can make more than one End Product with that Item but we will Register the Item for each new project.

For example, if an Item contains a set of icons and we use more than one of these in a single End Product, we need only register the Item once. If we make five End Products using icons from the set then we first need to register the set five times: once for each End Product.

Whoa there! Things we/you can’t do with an Item:

  • We/you can’t redistribute the Item as stock, in a tool or template, or with source files. We/you can’t do this with an Item either on its own or bundled with other items, and even if we modify the Item. We/you can’t redistribute or make available the Item as-is or with superficial modifications. These things are not allowed even if the redistribution is for free.
  • We/you can’t use an Item in any application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand”, “made to order” or “build it yourself” application.
  • We/you can’t use an Item for merchandising, which means an End Product created using that Item where the primary value of the product lies in the Item itself, including:
    • an End Product where the Item serves as its core component, and where without the incorporation of the Item it would not fundamentally differ from any other product of similar nature and use; and/or
    • an End Product where the incorporation of the Item is what makes the product fundamentally unique and valuable, and is the main driving factor for the sale of the End Product.

For clarity, End Products where skill and effort have been applied to incorporate the Item into a larger design (such as with text and other graphics/images) or used as product packaging are not considered merchandising and are allowed.

For example you can’t print an image out as a poster and sell copies of that poster, as the primary value of the poster is from the image itself. However, you can print an image as a book cover and sell copies of that book, as the primary value of the book is from the writing/contents of the book and not the image itself.

  1. We/you must not permit an end user to extract an Item and use it separately from the End Product created using that Item.
  2. You can’t claim trademark or service mark rights over an Item within the End Product created using that Item.

Music Item special terms

  1. For music Items, the rights granted under this license are subject to the following restrictions:
    1. Broadcast use is not allowed. Please contact us if you wish to use the music for Broadcast.
    1. For films, the End Product, the film may not be theatrically released. (To avoid confusion, use in an Indie Film is an Allowed Use). Please contact us if you wish to use the music in a theatrically released film.
    1. For P.R.O. Music, public performance rights are not included with our license. See below for more details.
    1. The original author of the Item retains ownership of the Item. You can’t claim ownership of the Item, even if modified in accordance with this agreement, for example through content identification systems.
      Example: if you use a music track synced in your video, you can’t claim rights to

the music (e.g. through applying “Content ID” or similar systems to the music in your video).

  1. The Items are either Non-P.R.O. Music or P.R.O. Music.

Non-P.R.O. Music. If the Item is Non-P.R.O. Music, this means it is not registered with any Performing Rights Organizations (P.R.O.s). Non-P.R.O. Music is generally not subject to any additional fees, but it is your responsibility as a buyer to pay any performing rights fees that may apply in your country, which will depend on the rules of your local P.R.O., your local laws, and your use of the Item.
P.R.O. Music. If the Item is P.R.O. Music, this means the author of the item is a member of a P.R.O. and/or the item is registered with a P.R.O. If you intend to use the P.R.O. Music in an End Product that is publicly performed or broadcast, then you may need to obtain additional performing rights from a P.R.O. and be subject to additional fees which are collected by a P.R.O. Nothing in this license acts as a waiver of any P.R.O. fees.

Broadcast

(a) Traditional television or radio broadcast (e.g. terrestrial, cable or satellite TV, broadcast radio); or (b) Mobile or online substitutes for traditional television or radio broadcast (e.g. mobile TV, IPTV (streaming TV or video-on-demand), streaming radio).

Indie Film

A film not for general theatrical release. “Indie Film” includes a student film, a film distributed on online user generated platforms, and a film festival screening.

The nitty gritty! Other license terms

  1. For some Items, a component of the Item will be sourced from a third party and different license terms may apply to the component, such as someone else’s license or an open source or creative commons license. If so, the component will be identified in the Item’s description or in the Item’s downloaded files. The other license will apply to that component instead of this license. This license will apply to the rest of the Item.

For example: A website theme might contain images licensed under a Creative Commons CCBY license. The CCBY license applies to those specific images. This license applies to the rest of the theme.

  1. For some Items, a GNU General Public License (GPL) or another open source license applies. The terms of any open source license will be included with the
  1. item (as a .txt file or, in some cases, embedded as part of the item itself). For any parts of the Item subject to the open source license, those open source license terms will apply to the extent that’s determined by the open source license terms and the nature of the Item, and this license applies to the rest of the Item.

Open source licensing is relevant for themes and plug-ins for WordPress and other open source platforms. Where an Item has components that are licensed under the GPL or other open source license, information about the applicable license will be noted in the Item’s download files. Please contact us for more details.

  1. We are not responsible for the accuracy of the Items including the Item’s description and any keywords provided by the owner of the Item and nor are we responsible for any component of an Item sourced from a third party.
  2. You can only use an Item for lawful purposes. Also, you can’t use an Item in connection with material which is offensive, defamatory, pornographic, obscene or demeaning, or promotes discrimination. If an Item contains an image of a person, even if the Item is model-released you can’t use it in a way that creates a fake identity, implies personal endorsement of a product by the person, or in connection with sensitive subjects.
  3. Items that contain digital versions of real products, trademarks or other intellectual property owned by others have not been property released. It is your responsibility to consider whether your use of these Items requires a clearance and if so, to obtain that clearance from the intellectual property rights owner.
  4. The owner of each Item retains ownership. You can’t claim ownership of an Item, even if modified under clause 5, for example through content identification systems.

Displaying our work

We love to showcase our work now and then, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the

completed project on our portfolio and in articles on websites, in magazine

articles and in books. If however if you explicitly do not wish for us to showcase the work we do for you, please ask us to send you this agreement in writing.

Payment

We’re sure you understand how important it is as a small business that you

promptly pay the invoices that we send you. You agree to abide to the

following payment terms which will be determined during your quote:

  1. Full payment upfront.
  2. Payment within 7 days of the invoice date.
  3. 50% deposit upfront and the balance on completion.

We issue invoices electronically. Our payment are via the BACS payments system. For subscription services you will get a unique link to pay your fees. If any subscription fee’s fail, we’ll notify you immediately. Failure to pay will result in a suspension of your services and we’ll recover missed payments via a separate invoice if required.

All proposals are quoted in GBP and payments will be made at the equivalent conversion rate at the date the transfer is made.

You agree to pay all charges associated with international transfers of funds.

The appropriate bank account details will be printed on our invoice which will

be emailed to you. We reserve the right to charge for costs and expenses

incurred in recovering late payments, and to charge interest on overdue

amounts at the rate in force pursuant to the Late Payment of Commercial

Debts (Interest) Act 1998 as at the due date.

Neither of us can transfer this contract to anyone else without the other’s

permission.

We both agree that we will adhere to all relevant laws and regulations in relation

to our activities under this contract and not cause the other to breach any

relevant laws or regulations.

This contract stays in place and can be renewed at its effective end date. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious, and this contract is

a legal document under exclusive jurisdiction of English and Welsh courts.