Seeds Design Terms & Conditions

Every design project is different and the best will result from trust between the client and the designer. The most effective way to assure trust meets both client and designer expectations in an engagement is to codify the relationship with a written agreement.

Our Terms and Conditions




1. DEFINITIONS As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 Client Content means all materials, drawings, maps, surveys, permissions, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under United Kingdom Copyright Law.
1.4 Deliverables mean the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
1.5 Designer means Safe Innovations Ltd, registered address Quaker Cottage, Back Lane, Askwith LS21 2JA.
1.6 Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation models, drawings visualisations, pre-existing and newly developed software including source code, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.7 Final Works means all creative content developed by Designer, or commissioned by Designer, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, illustration, photography, sounds, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.8 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
1.9 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.
1.10 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.11 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.
1.12 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.13 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
1.14 Working Files means all underlying work product and digital files utilized by Designer to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.



The terms of the Proposal shall be effective for 60 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.


DESIGNER RESPONSIBILITIES Designer shall (a) exercise reasonable skill and care in performing the Services, (b) Act as Client’s representative and act fairly when dealing between Client and any other party (c) Cooperate with other persons appointed, coordinate and integrate their work and pass relevant information to them (d) Make no material alteration to the Services or the approved design without the consent of Client, except in an emergency or where required to do so by statutory bodies. (e) Advise on progress on the performance of Services and of any issue that may affect the programme, the cost or the quality of the project (f) Subject to matters beyond Designers control Designer shall use reasonable endeavours to perform Services in accordance with an agreed programme and any changes to the Services or programme agreed with Designer from time to time. Designer cannot guarantee that any programme will be fully adhered to where external forces, consultants, Local Authority, Regulatory Bodies, Specialists, Manufactures etc are required to feed into programme.



CLIENT RESPONSIBILITIES Client acknowledges that Client shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; (c) Communication of administrative or operational decisions if they affect the design or production of Deliverables, and coordination of required public approvals and meetings; (d) Provision of accurate and complete information and materials requested by Designer such as, by way of example, not limitation, site plans, building plans and elevations, utility locations, color/material samples and all applicable codes, rules and regulation information; (e) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry (f) Provision of approved naming, nomenclature; securing approvals and correct copy from third parties such as, by way of example, not limitation, end users or donors as may be necessary; (g) Final proofreading and written approval of all project documents including, by way of example, not limitation, marketing materials, artwork, message schedules, installation or sign location plans and design drawings before their release for fabrication or installation, or public viewing. In the event that Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors; (h) Arranging for the documentation, permissions, licensing and implementation of all electrical, structural or mechanical elements needed to support, for example house or power signage; coordination of manufacture and installation with other trades; and (i) Bid solicitation and contract negotiation; sourcing, establishment of final pricing and contract terms directly with fabricators or vendors, unless otherwise agreed in Proposal.




Designer cannot guarantee that any target or budget cost, or timetable will be met, particularly where approvals from other parties, such as planning permission, building regulation approval, listed building and conservation consent are required, not the performance, work or products of others.



6.1 Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
6.2 Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
6.3 No Solicitation. During the term of this Agreement, and for a period of ONE (1) year after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
6.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.


All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios, websites, social media channels and in galleries, architectural/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. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.



Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.



9.1 By Client. Client represents, warrants and covenants to Designer that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables (e) The Services shall include the selection and specifications for materials and construction details as described in the Proposal. However, Client acknowledges and agrees [that Designer is not a licensed engineer or architect, and] that responsibility for the interpretation of design drawings and the design and engineering of all work performed under this Agreement (“Engineering”) is the sole responsibility of Client and/or its architect, engineer or fabricator, and (f) Client is responsible for the compliance of the Final Deliverables with any such rule, codes or regulations. Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the applicable rules and regulations of the United Kingdom. However, Designer is not an expert and makes no representations or warranties in connection with compliance with such rules, codes or regulations. Designer shall use commercially reasonable efforts to ensure the suitability and conformance of the Final Deliverables.
9.2 By Designer (a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Works provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void. (c) Except for the express representations and warranties stated in this Agreement, Designer makes no warranties whatsoever. Designer 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.



10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defence and all related settlement negotiations; and (b) Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance and (c) No action or proceedings whether in contract or in tort in negligence or for breach of statutory duty or otherwise shall be commenced against the Designer after expiry of six years where instigated as a contract and twelve years where the contract is signed in tort, which shall commence from the date of the offer letter. Where Client has not issued a contract for signature, statutory duty shall be limited to six years (d) Save in respect of death and personal injury Client shall look only to Designer (and not to any individual) for redress where the Client considers that there has been any breach of Designer duties. Client agrees not to pursue any claims in contract, tort, or statute (including negligence) against any individual as a result of carrying out its obligations at any time whether named expressly or not. “Individual’ shall mean an employee or member of Design team. Any such employee or member includes Staff member, Principal, Director or Consultant of Designer.
10.2 By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees (a) Notwithstanding anything to the contrary the total liability of Designer under or in connection with this appointment whether in contract or in tort or in negligence or breach of statutory duty or otherwise (other than in respect of personal injury or death) shall not exceed the sum of £2m. (b) Subject to clause 10.2 (a) but not withstanding otherwise anything to the contrary such liability of Designer for any claim or claims shall further be limited to such sum as it would be just and equitable for Designer to pay having regard to the extent of Designer’s responsibility for the loss or damage suffered as a result of the occurrence or series of occurrences in question (“the loss and damage”) and on assumptions that:-i) All other consultants and all other contractors and sub-contractors appointed in connection with the project in question shall have provided contractual undertakings on terms no less onerous than those set out to the client in respect of the carrying out of their obligations.ii) There are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and any such other party who is responsible to any extent for the loss and damage is contractually liable to the Client for the loss and damage; and iii) All such other Consultants and all such contractors and sub-contractors have paid to the Client such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage ( c) For small works contracts (below £1m contract value), such liability of Designer for any claim or claims shall further be limited to an amount apportioned to the amount of the target cost for the building work relating to Architectural elements of the Design, and be superseded by the tendered agreed and signed contract sum once the contract for Building Work is signed between the Client and Contractor. For larger contracts in excess of £1m construction value, such liability for any claim or claims shall be limited to an amount apportioned to the design elements of the Design, and liability for all other elements should be set against the Designer associated with that element (d) Designer and any specialist advisers shall maintain professional indemnity insurance in an amount sufficient to cover the Designers liabilities hereunder, and public liability insurance provided always that such insurance is available at commercially reasonable rates and terms. Professional liability will relate to Design Items, any liability for other design elements will be carried by other appointed Consultants, or Specialist manufacturers and the like.


11.1 Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts and according to the payment schedule set forth in the Proposal and value added taxes at the standard rate at the time of invoice, even if calculated or assessed subsequent to the payment schedule. Designer will obtain fee proposal on Client’s behalf. Client is responsible for contracting and fees for specialist advisers and reports for example Planning Permission, Site surveys, Arboricultural Reports, Protected species surveys, Energy efficiency calculations, EPC certificates, Pressure testing, Building regulations, SAP and SBEM calculations.
11.2 Expenses. Client shall pay Designer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, printing, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Designer’s standard markup of FIVE percent (5%), and, if applicable, a mileage reimbursement at fifty pence per mile (£0.50); and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s prior approval.
11.3 Additional Costs. The Project pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, Structural Engineers, M&E Consultants, Quantity Surveyors, Planning Consultants, Consultants, Local Authority/Approved Inspector fees, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, will be contracted by and billed to Client directly unless specifically otherwise provided for in the Proposal.
11.4 Invoices. All invoices are payable within SEVEN (7) days of receipt.
11.5 Late Payments. Interest shall be added to all amounts remaining unpaid thereafter and shall be calculated in accordance with the Late Payment Commercial Debts (interest) Act 1998 as amended and supplemented by the Late payment of Commercial Debts Regulations 2002 and the relevant reference rate plus the statutory rate of interest. (a) Debt may be placed in the hands of a debt recovery agency following failure to pay within a specified time (b) Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment (c) Designer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes (d) Designer reserves the right not to continue with Services for the next stage of the project until the fee for the previous stage has been paid by Client. Designer also reserves right not to proceed with work on a separate project, where the fee/or proportion of same for another project with same Client remain unpaid (e) Client may not withhold payment after the final due date for payment of any sum unless Client gives not later than SEVEN days (7) notice before such final date a notice specifying the amount proposed to be withheld and the grounds for withholding payment or if there is more than one ground each ground and the amount attributed to it.
11.6 Records. (a) Designer shall keep and make available on request records of any expenses and disbursements to be reimbursed at net cost and/or of time spent on Services charged on a time basis (b) If Client requires time records to be kept on any projects, this needs to be advised at the outset of a project. We use an hours tracker application to record any time records where this service is requested.



Client expressly acknowledges and agrees that the estimates provided in the Proposal, at any time during the project for implementation charges such as, including, but not limited to, fabrication or installation are for planning purposes only. Such estimates represent the best judgment of Designer or its consultants at the time of the Proposal, but shall not be considered a representation or guarantee that project bids or costs will not vary. Quotations and estimates for work such as, including, but not limited to, fabrication, installation, materials and parts are valid for 30 days. Client shall contract and pay those parties directly responsible for implementation services such as fabrication or installation (“Implementation”). Designer shall not be responsible for the quality or timeliness of the third-party Implementation services, irrespective of whether Designer assists or advises Client in evaluating, selecting or monitoring the provider of such services.


13.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Designer’s standard hourly rate. Such charges shall be in addition to all other
amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
13.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of TEN percent (10%) of the time required to produce the Deliverables, and or the value or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Designer.
13.3 Timing. Designer will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Designer. The Designer shall be entitled to request written clarification of any concern, objection or correction.
13.4 Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement.
13.5 Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.


14.1 Term. This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
14.2 Termination. This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
14.3 In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to the date of cancellation. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 25% of the total project fee, Schedule A shall not be effective, and Client shall not have rights to use Deliverables except upon written consent from Designer provided after such termination.
14.4 In the event of termination for convenience by Designer or for cause by Client, and upon full payment of compensation as provided herein, Designer grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
14.5 Upon 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) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

Schedule A:


Designer owns the copyright in the drawings and documents (including material in electronic format) produced in performing the Services, this shall remain vested in Designer.

Client shall have a license to copy and use the drawings only for purposes related to this Project providing that all fees and/or other amounts due are paid in full.

Client will only have a license to use drawings for their intended purpose, for example, drawings prepared for a Planning Application would only be valid for this purpose and should not be used for construction, as it will be necessary to add additional information to the drawings for the purposes of Building Regulation Approval, other Regulatory Approvals and Construction information.

Without prior agreement drawings produced for one Client are not transferable to another Client as Designer Appointment would rest with the original client.

In the event of Client being in default of payment of any fees or other amounts due, Designer will revoke the license herein granted. Designer shall not be liable for the use by any person of such drawings or other documents for any purpose other than that for which the same were provided by Designer.

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