Our aim is to work in partnership with our clients. These terms and conditions are intended to avoid misunderstandings. Before we start working together we will ask you to confirm in writing that you have read and understood them.
These terms and conditions shall apply to all work carried out by us, unless agreed in advance and confirmed by us in writing. No other terms and conditions, of the client’s or otherwise, will apply.
In these terms and conditions, “writing” and “written” includes emails.
1. The brief and quotation
Before starting work, Tesserae Communications Limited (referred to as “Tesserae”, “we” and “our”) will supply a breakdown of costs in a written quotation to the client (“you”). Quotations are valid for 30 days.
Quotations are based on a written ‘brief’ that will be created by Tesserae following discussions with you. The quotation will assume that the scope of the work will not change. If your requirements change, potential amendments to the costs and timescales will be discussed and agreed (a revised written brief and quotation will be provided) before work progresses.
If Tesserae has to make changes in the agreed brief and timescales, due to circumstances beyond our control, you will be contacted immediately. Tesserae will make all reasonable efforts to offer alternative arrangements that minimise inconvenience to you and which are as close to our original arrangements as is possible in the circumstances. We cannot be held responsible for the cost of any delays where these are due to circumstances beyond our control.
2. Confirmation of your requirements
Before starting work, you will be asked to provide written confirmation that Tesserae will undertake the agreed activities (the brief) for you for the costs quoted. Confirmation can be given via email. If your company, organisation or group requires a purchase order, it will be your responsibility to make sure that it is properly provided.
Your written confirmation of the brief and acceptance of our quotation will be considered as your instruction for Tesserae to start work without delay and your acceptance of these terms and conditions.
3. Our contract
If Tesserae is commissioned to work for an organisation, company or group other than an individual, the person confirming the requirements and accepting our quotation confirms that they have the authority to enter into this contract on behalf of, and so legally bind, that organisation, company or group.
When working for an agency on a project for a third party, a contract will exist only between Tesserae and the agency, and not between Tesserae and the agency’s client.
Depending on the nature of the brief, services will be charged in accordance with our quotation, by:
milestones or on completion.
A deposit or retainer might be required, the details of which will be agreed in advance.
Unless stated otherwise, fees will include:
reasonable time spent in travelling and attending meetings
telephone or email conversations
the written brief, quotation and any agreed revisions to the brief and quotation
research, planning, writing and submission of the first draft content
discussion, evaluation and integration of up to two sets of revisions (one significant set of revisions and one minor set of revisions - see revisions below*)
submission of the final draft
management of deliverable items.
Payment will be required for all work done and costs will not be waived if you delete or ask Tesserae to delete content or you decide not to use content that we have created as previously agreed with you.
Fees will not include the costs of third parties such as printers, who will provide quotations and will be engaged directly by you.
Value Added Tax (VAT) - All quotations are exclusive of VAT.
*Revisions to content will be included in the quoted cost as specified above and will be completed promptly on the basis that your revisions are provided clearly to us within 30 days of receiving the content.
Revisions outside of the agreed brief will be accommodated where possible but additional charges might be made. Any additional charges will be agreed in writing with you in advance.
If comments are not received within 30 days of receipt of content, Tesserae reserves the right to invoice you for the work completed to date. Payment will be due within 14 days.
You can then resume the work again at your convenience, subject to a review of remaining costs and availability of Tesserae resources.
Tesserae will make every effort to provide accurate content that meets the brief.
Ultimately, you are responsible for the accuracy and legality of all statements, claims and promises made by you, and the information on any product or service provided by you in relation to the works.
You must thoroughly review content before final approval and production of any deliverable items.
We exclude liability to you for breach of these terms and conditions (whether by us, our agents, employees or any third party) to the fullest extent permitted by law. Nothing in these terms and conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation. We are not responsible for any indirect or consequential losses whatsoever. In the event of any breach by us of our express obligations under these terms and conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees paid by you for the works in the 12 months preceding the alleged claim.
You will indemnify Tesserae against any claim for compensation or damages brought about as a direct or indirect consequence of the work commissioned.
7. Non-disclosure and confidentiality
Any information we obtain during the works will be kept confidential. If you wish for us to sign any confidentiality or non-disclosure agreements, please allow us time to review these before work starts.
You agree to indemnify Tesserae against any action by you or a third party associated with accidental disclosure or loss of information.
Copyright for any creative concepts and content developed by Tesserae for the purposes agreed in the brief will transfer to you on full payment of your invoice. Copyright in any other concepts or content developed by Tesserae remains with us.
If you supply Tesserae with information, copy, research or samples from your own or any third party’s printed or online sources, you are confirming that you have permission to use this material. You will indemnify Tesserae against any action arising as a result of using this content as reference material.
9. Sharing your work
Where possible, we like to share what we have achieved together. For printed materials we ask for three copies and a portable document format (pdf) version for the Tesserae online portfolio. For online work Tesserae asks for permission to provide links to the material. Tesserae also asks to use selected extracts for promotion or advertising.
If you do not want Tesserae to share your work or extracts of it, please confirm this in writing before completion of the project.
10. Payment for a job well done
Payment will be made in pounds sterling. Final payment is due within 14 days of completion of the brief or attainment of agreed milestones, when an invoice will be provided. Payment is to be made by direct bank transfer. Details will be included on your invoice.
If payment is not made in full within 14 days of receipt of the invoice, we will charge interest from the date payment was due, until payment is received, at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
You can cancel the project without charge provided work has not yet begun. (See section 2)
Tesserae aims to provide full satisfaction. Please raise any concerns immediately and provide reasonable time for them to be addressed.
Either you or Tesserae can provide a written ‘instruction to cease work’ at any time. This will be without prejudice, liability or admission of failure or inability to complete the contract. We will advise you of the amount of work carried out up to the date of termination and will provide a final invoice for this, which must be paid as above.
12. Other Important Terms
This contract is between you and us. You cannot assign it to anyone else without our written permission. No part of this contract will make you an employee of ours, or us an employee of yours.
If the rights under these terms and conditions are not exercised or enforced following a breach of contract by either party, this does not mean that either of us has waived our right to do so at a later date.
Any part of these terms and conditions found to be unlawful, invalid or otherwise unenforceable would be severed from our agreement. The validity and enforceability of the remaining parts of the agreement would not be affected.
These terms and conditions and any contract between us will be in accordance with the laws of England and Wales and any dispute will fall within the jurisdiction of the courts of England and Wales.