Spotlighted is pleased to set out their Terms and Conditions, which will apply to the work we do for you. These Terms and Conditions and the Offer/Quote supplied to you from the contract between us for the provision of Spotlighted’s services.

Spotlighted Role:

The Services: Spotlighted will provide the services described in the Offer/Quote as presented. As an assignment develops, it may be that the scope of the required work changes. Where this is the case, Spotlighted will seek to discuss it with you at the earliest opportunity in order to agree upon any variations to the scope of the Services and the Offer/Quote, which may be necessary.

Authors Corrections: Unless otherwise stated in the Quote/Proposal, we will provide two rounds of revisions on all items for each milestone at no additional cost. A revision is defined as a change or modification requested by the client to the original design or content, that was not due to errors made by us. Revisions that are requested because of errors made by us, or because of changes or modifications that were already discussed and briefed, do not count towards the two rounds of revisions included in the original quote. Any additional revisions or changes requested by the client after the two rounds will be charged on an hourly basis, in accordance with our hourly rate as outlined in the Payment Terms section. In the event that the client requests changes or revisions that fall outside of the scope of the original Quote/Proposal, we will provide a revised quote for the additional work. Please refer to the Feedback Clause for more details on how revisions are requested and processed.

Information: To maximize the effectiveness of Spotlighted we must work with you as a team. Often our work will be dependent on you (or your other advisers) providing information promptly. To avoid unnecessary verification, we will assume all information you provide is complete and accurate unless you tell us otherwise.

Feedback: The client undertakes to give feedback within 48 hours.

Termination: Either party may terminate this agreement by giving the other party written notice of termination. If the client terminates the contract before completion of the work, they will be liable to pay for all work completed up to and including the date of termination, as well as any additional costs incurred by the agency as a result of the termination. If the agency terminates the contract, the client will be entitled to a refund of any prepaid fees, and the agency will bill the client for all work completed up to the date of termination, as well as any additional costs incurred by the agency as a result of the termination. In the event of termination, the agency will deliver all completed work to the client within 7 days of termination.

Force Majeure: Spotlighted shall not be liable for any delay or failure to perform their obligations where such delay or failure to perform arises from circumstances outside our reasonable control.

Payment Terms:

Payment Terms: Invoices shall be settled by bank transfer into Spotlighted’s nominated bank account within 30 days of the date on the invoice unless agreed otherwise. Spotlighted retains ownership of all work until full payment has been made.

Hourly rate for extra work and revisions: Our hourly rate for any additional work or revisions requested by the client beyond the two rounds included in the original quote is €100 per hour. This rate will apply to all additional work or revisions, including but not limited to design revisions, 3D, copywriting, research, and project management.

Other Specialist Services: Spotlighted’s estimate is exclusive of third-party costs such as photography, illustration, video production, sound recording, etc., unless otherwise included in the estimate. We may, unless you instruct us otherwise, seek such specialist services in areas outside our expertise. The costs of such services will be passed on to and will be quoted according.

Stock Images: Spotlighted may use stock images in the course of providing the Services. Any stock images used will be purchased and registered for the client, and the cost of such images may be included in the total project price, as agreed upon in the Quote/Proposal. The client will have the right to use such images for their intended purpose, but any additional use or transfer of rights will need to be negotiated with the stock image provider. Spotlighted commonly uses Shutterstock, Adobe Stock, iStock, Unsplash, and Pexels as stock image providers.

Late Payment: Should the client be in default of payment, Spotlighted reserves the right to claim damages for default. When payment is overdue, Spotlighted may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment, therefore, becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.

Deposit: Spotlighted may require a deposit of at least 50% of the Offer/Quote total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. The deposit amount and payment terms may be defined in the invoice, offer, or order confirmation. In the absence of such a definition, the deposit will be 50% of the total cost of the project, paid upfront. The balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.

Milestone Payments: If the project is divided into milestones, as outlined in the Quote/Proposal, the client will be invoiced for each milestone upon completion of that milestone. Payment for each milestone must be settled before work begins on the next milestone. If the project is not divided into milestones, the client will be invoiced for the full amount upon completion of the project. If the client fails to make payment for a milestone, Spotlighted reserves the right to suspend work on the project until payment is received. The client will be responsible for any additional costs incurred as a result of the delay.

Changes: Fees for services shall be those outlined in cost estimates provided to, and accepted by, the Client prior to the commencement of work on a commissioned project. If the scope of the commissioned work should change prior to its completion, Spotlighted reserves the right to charge appropriate additional fees. Additional fees will be calculated based on the additional time and resources required to complete the changes. Spotlighted undertakes to notify all clients in advance should a change in the scope of work be likely to result in additional charges and provide an estimate of the additional fees before proceeding with the changes. Progress payments may also be required in the event of additions to the originally agreed scope of work prior to completion.

Content:

Content and Images: It is your responsibility to provide us with the required information about your business, brand, product, and marketing objectives. Spotlighted takes no responsibility for errors in content supplied by you. Any changes thus incurred may be chargeable at standard rates. Unless specified otherwise, it is your responsibility to provide all necessary text and graphic materials that make up the content of the work. All text should be supplied in a Microsoft Word or Google Doc format, images should be supplied as JPEG, GIF, TIFF, PNG or PSD format and should be minimum resolution of 300dpi, and all files should be named in a clear and specific manner.

Changes: Fees for services shall be those outlined in cost estimates provided to, and accepted by, the Client prior to the commencement of work on a commissioned project. If the scope of the commissioned work should change prior to its completion, Spotlighted reserves the right to charge appropriate additional fees. Additional fees will be calculated based on the additional time and resources required to complete the changes. Spotlighted undertakes to notify all clients in advance should a change in the scope of work be likely to result in additional charges and provide an estimate of the additional fees before proceeding with the changes. Progress payments may also be required in the event of additions to the originally agreed scope of work prior to completion.

Information for charts, graphs, and infographics to be supplied in Excel or Google Sheets. If we are required to retype large amounts of content, then additional costs may be incurred.

Client-supplied images should always be high-res images at 300DPI for print purposes. If they are solely for use on the web, then lower-resolution images are acceptable.  Spotlighted will assume that all images supplied to us are owned by the Client or have been purchased from stock libraries and are licensed to the client for use. We cannot use images taken from Google.

If you are using images of children that you have taken, then we will assume that you have been given permission to use these images.

You grant Spotlighted permission to utilize logos and any other company identity for the purposes of creating the project. You agree to indemnify Spotlighted from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.

Feedback:

Timing: The client undertakes to provide feedback on the work provided by Spotlighted within 48 hours of receipt.

Scope: Feedback should be specific and related to the work provided by Spotlighted. Feedback should be given in the form of suggestions and constructive criticism, rather than dictation. Feedback that falls outside of the scope of the original Quote/Proposal will be considered as additional work and will be quoted accordingly.

Communication: Feedback should be provided in writing, screen recording video, or via our tool "Markup" and sent to the designated point of contact at Spotlighted.

Approval: Once the client has approved the final work, any further changes will be considered as additional work and will be charged at our hourly rate as outlined in the Payment Terms section.

Confidentiality:

Confidentiality: Save as required by law, Spotlighted will keep your documents and affairs confidential at all times, unless you permit disclosure or the relevant circumstances are already in the public domain. Spotlighted may, however, disclose your documents and affairs to:

• such of your other service providers as you inform Spotlighted are involved in any assignment on which Spotlighted is instructed;
• Spotlighted’s affiliates or related parties; and
• any other service provider to whom Spotlighted may properly delegate aspects of any assignment in order to provide a full range of services to you.

Intellectual Property:

Freedom to use Ideas and IP: Spotlighted may develop or use for other clients any ideas, concepts, source code, information or know-how reflected in any of the materials provided to you (in whatever form) or otherwise developed during the course of providing services to you.

Ownership of Materials and Intellectual Property: All products, creative works, plans for designs, unique campaign ideas, slogans, copy themes, preliminary sketches, layouts, copy, artwork, and production services (whether on paper, computer disk, by email or in some other digital format) created and delivered by Spotlighted, shall be owned by the client, with the exception of any intellectual property rights retained by Spotlighted or any third parties engaged or employed by Spotlighted. The client will have the right to use the materials for the intended purpose and in the agreed scope. Upon full payment of the relevant materials, Spotlighted will transfer the ownership rights of the materials to the client.

Portfolio Rights: Spotlighted retains the right to showcase your project on their website and design portfolio for the sole purpose of promoting our work. We will only use images and information that have been agreed upon with you in advance and will not share any sensitive or confidential information without your express consent. If you do not wish for your project to be included in our portfolio, please let us know in writing before the project starts.

Working Files and Copyright: Spotlighted owns the legal copyright of our working files. Working files are our intellectual property and this can be and is not limited to design concepts, design elements, infographics, vector files, layered files, 3D models, fonts, stock images, icons and any other files that have been used during the design and development process of the project. These files are not released as part of our projects unless requested and a quote for their release is provided. If you wish to be supplied with working files, then this needs to be requested and we will supply a quote for this release.

Guarantees:

Spotlighted will provide its services to the best of its ability, using its expertise and experience to deliver high-quality work that meets the needs and requirements of the client, as outlined in the Quote/Proposal. While we make every effort to ensure the quality and effectiveness of our work, we cannot guarantee specific results or outcomes, as these are heavily dependent on the client's collaboration and input throughout the project. The client is responsible for providing accurate and complete information about their brand, products and market, as well as giving timely and constructive feedback throughout the project. The client is also responsible for approving the final results before they are released to the public. Any issues or concerns with the quality or effectiveness of the work should be addressed in a timely manner, in order for Spotlighted to make any necessary adjustments or corrections.

Indemnity:

All services may be used for lawful purposes only. You agree to indemnify and hold Spotlighted harmless from any claims resulting from your use of our service that damage you or any other party.

Liability:

General: Our total liability to you in contract or in tort arising in connection with this contract shall not exceed the total price paid by you. We shall have no liability for loss of profits, business, revenue, goodwill, anticipated savings, or for any other indirect or consequential loss.

Mistakes: While all care is taken to avoid errors, Spotlighted accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to production. It is the client’s responsibility to proofread and approve all final artwork and written copy before production or publication. Email verification of you shall be conclusive as to the approval of all artwork and written materials prior to their release for printing, implementation, installation, or any other form of publication.

Variation:

Variation: These Terms and Conditions (and/or the contents of any agreement to which they relate) may be varied or superseded at any time by agreement in writing between us. Any such variation shall not affect any rights or obligations of either of us that may already have accrued, unless otherwise specifically agreed.

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