NGS Terms of Business for NGS Signwriting, NGS Signsmiths courses and NGS Helvetica Margate.

  1. APPLICATION OF TERMS

1.1
These terms and conditions shall govern the supply of services (the “Project”) by NGS Nick Garrett Signwriting (“NGS”) to any person, firm or company (the “Client”) except to the extent that they are inconsistent or conflict with any terms and conditions agreed in writing between NGS and the Client.

1.2
Except as expressly contained in these terms and conditions, all other terms, conditions, representations and warranties whether express or implied, statutory or otherwise, are excluded by this document unless specifically agreed in writing between NGS and the Client.

1.3
These terms and conditions shall prevail over any qualification or conditions purported to be imposed by the Client, trade or custom or any previous course of dealing between NGS and the Client.

  1. PROPOSALS, RECOMMENDATIONS AND PERFORMANCE

2.1
Proposals for the performance of the Project by NGS, including details of scope, fees and expenses are given to the Client by NGS in a written proposal which, upon acceptance by the Client and together with these terms and conditions, shall form a contract between NGS and the Client (the “Contract”). In the case of any inconsistency between the Proposal and these terms and conditions, these terms and conditions will prevail.

2.2
NGS’s proposals shall remain valid for 90 days from the date of their issue to the Client, unless withdrawn by NGS on written notice to the Client at any time prior to acceptance of the proposal by the Client.

2.3
Where reference is made in the Proposal or elsewhere in the Contract to a date or time period by or with which NGS is to perform any service or deliver any outputs, this is an estimate only and time shall not be of the essence. NGS shall use reasonable endeavours to meet any such dates or time periods but shall have no liability for failure to achieve any estimated dates or time periods set out in the Contract.

2.4
All NGS’s recommendations are made in good faith based on information supplied to it about the Client’s business and current technological and commercial practice. However, NGS shall have no responsibility for any loss or damage, including consequential loss, arising from the implementation of its recommendations by the Client, its employees, servants, agents or representatives.

2.5 NGS shall provide its services with reasonable care and skill.

  1. FEES AND EXPENSES

3.1
The professional fee for the Project as set out in the NGS written proposal (the “Contract Fee”) is in respect of time spent on the Project by such employees, associates and consultants of NGS as NGS shall deem appropriate.

3.2
All production costs, consultancy, design planning, publishing and other professional fees, goods, services and facilities obtained and travel subsistence costs incurred by NGS in connection with the Project (“Expenses”) together with a 15 per cent handling fee on the Expenses shall be payable by the Client.

3.3
Any variation of the Project must be agreed by NGS. In the event of variation, NGS may vary the Contract Fee and any Expenses and charge for additional goods or services to be provided.

3.4
If the client is liable to pay value added tax (“VAT”) if applicable, this will be added to the Contract Fee and Expenses at the rate prevailing on the date of the invoice.

3.5
The Client acknowledges that the output provided by NGS is a result of creative effort, the measure of the quality of which is inherently subjective. The Client is at liberty to reject the output, but such rejection will not entitle the Client to a reduction or refund of the Contract Fee or expenses.

3.6
Any work repeated, re-presented or conducted outside of the scope of the Proposal at the Client’s request will be charged in addition to the Contract Fee.

  1. PAYMENT

4.1
The Contract Fee shall be invoiced 50% at the beginning of each stage, and 50% at the conclusion of each stage or as agreed between parties.

4.2
Should any Expenses or expense item be greater than two thousand pounds (£2,000), the Client shall, on NGS’s request, pay the full amount of such Expenses or expense item in advance of the expense item or Expenses being committed.

4.3
The Client shall pay all amounts invoiced (including the Contract Fee and Expenses) in full (in sterling or the currency specified on the invoice) on completion within 2 working days.

4.4
The obligation on the Client to pay under clause 4.3 above is not contingent on any factor, including receipt of funds from a third party.

4.5
Unless otherwise agreed in writing between the parties stated as such eg: ‘Payment terms 30 days’, final balance payment must be made ON COMPLETION. If payment is reasonably deemed overdue, NGS may (without prejudice to its other rights and remedies) at any time from the due date suspend the Project, in full or in part, and any other related or unrelated services performed for the Client at its full discretion pending payment in full.

4.6
NGS shall charge a variable administration penalty charge commencing at £80.00 (Pounds Eighty) for due diligence in pursuant of any owed or loss, fees, overdue balances and disbursements.  Interest on any withheld or overdue amounts will be charged at a rate of 5% per cent per annum above the Barclay’s Bank base Overdraft rate after 14 days of remaining overdue and unpaid. Such interest shall accrue on a daily basis from the due date until actual payment of the full overdue amount (including outstanding interest) unless prior consent and the agreement of a late payment date is approved (in writing) by a NGS director five days before the invoice due date.

4.7
The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

  1. PROVISION OF INFORMATION AND CONFIDENTIALITY

5.1
Both NGS and the Client shall keep secret any information of a confidential nature acquired in connection with the Project concerning the other party, its business, products and processes or the Project itself.

5.2
The Client will provide NGS on request with such information as NGS considers appropriate or necessary in order to perform its services in connection with the Project. The Client recognises and confirms that NGS:

5.2.1
is entitled to rely on all information provided to it by the Client without independent verification;
5.2.2
is not responsible for the accuracy or completeness of such information; and

5.2.3
is further entitled to rely on information or advice provided to it or the Client by any other advisers or consultants appointed either jointly or by the Client independently.

5.3
The recipient of confidential information shall not without the prior written agreement of the other party:

5.3.1
disclose such information except as necessary for the performance of the Project and only to employees, agents, representatives, contractors and sub-contractors of the recipient who are made aware of the confidential nature of the information and that they owe the same duty of confidentiality as the recipient; or

5.3.2
copy or use the information in any way other than for the purposes of the Project.

5.4 This clause does not apply to information which is:

5.4.1 known to the recipient prior to disclosure;

5.4.2
in the public domain at the time of disclosure or subsequently comes into the public domain other than through disclosure in breach of the recipient’s duty of confidentiality; or

5.4.3 required to be disclosed by law.

5.5
The Client agrees that any advice provided by NGS shall not be disclosed publicly or made available to third parties without NGS’s prior written approval.

  1. INTELLECTUAL PROPERTY RIGHTS

6.1
All intellectual property rights in or relating to the outputs of the Project shall remain the property of NGS unless the parties otherwise agree in writing. On payment in full of all sums invoiced by NGS in relation to the Project, NGS shall grant to the Client a worldwide irrevocable royalty-free transferable non-exclusive licence without limit of time under all of NGS’s intellectual property rights in respect of the outputs selected for use by the Client for the use of such outputs for the purposes contemplated by the parties on entry into the Contract.

6.2
NGS shall have no responsibility for applying for or obtaining registered trade marks or other forms of legal protection for any of the outputs of the Project, or for securing corresponding domain or company names, and makes no warranty or representation (unless otherwise specifically stated by NGS in writing) that any outputs would be registrable as trade marks or available as domain or company names.

6.3
The Client acknowledges and agrees that, except to such extent as may be specifically agreed in writing by NGS, NGS will not make, and has no responsibility for making, searches or enquiries into the possibility that the use of any of the outputs of the Project (including those selected by use by the Client) may conflict with third party rights. NGS makes no representations and gives no warranty that such outputs would be free from such conflicts. The Client acknowledges that it is the Client’s sole responsibility to undertake the necessary clearance searches to ensure that the use of the outputs of the Project will not infringe the rights of third parties. If NGS does agree to undertake any searches, these are intended merely as a preliminary measure to screen out certain candidate marks from longer lists of possible candidate names or marks during the course of the Project. The Client acknowledges that such searches are in no way a substitute for availability searches, and that the retention or presentation of names or marks on shortlists following a screening search of this kind is not an indication that the names or marks are available for use.

6.4
Where NGS agrees to provide outputs as part of a competitive tender process or otherwise in situations in which NGS does not receive a normal commercial fee for the work, the Client agrees not to use the outputs unless it proceeds to engage NGS to provide fee-bearing services based on them.

6.5
Unless otherwise specifically agreed in writing by NGS, the securing of licences to enable the lawful use of all illustrations and photography supplied to NGS by the Client, or by a third party at the Client’s request or with its approval (including without limitation any necessary permissions relating to image rights or other aspects of the contents of any images concerned), shall be and remain the sole responsibility of the Client.

6.6
The Client acknowledges that all images used by NGS in concept presentation or work in progress documents, are placeholder images to demonstrate a concept only. The Client agrees not to use or disseminate images used in such documents other than for the purposes of consultation and sign-off of the concept, or to persons other than:

6.6.1
the Client’s own project team and such other individuals within the Client’s organisation/company as need to see the documents for that purpose; or

6.6.2

third parties that the Client is required to consult, as stakeholders in the Project, for that purpose, and the Client shall indemnify NGS from and against all liabilities, claims, costs and expenses brought against or incurred by NGS as a result of any other use or dissemination of the images concerned.

  1. LIMITATION OF LIABILITY

7.1 Subject to clause 7.2:

7.1.1
NGS shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

7.1.2
the Supplier’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract.

7.2
Nothing in these terms and conditions shall limit or exclude NGS’s liability for:

7.2.1
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

7.2.2 fraud or fraudulent misrepresentation; or

7.2.3
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.3
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.4 This clause 7 shall survive termination of the Contract.

  1. INDEMNITY

The Client agrees to indemnify and hold harmless NGS, its officers and employees (“Indemnified Parties”) from and against any losses, claims, proceedings, damages or liabilities, whether joint or several, to which any such Indemnified Parties may become subject, related to or arising out of the Contract or the Project.

  1. PARTNERSHIP/AGENCY/AUTHORITY

9.1
Nothing in these terms and conditions is intended to nor shall it operate to create a Partnership or Agency between the parties and neither party shall has the right to authorise any matter or expense on behalf of the other party.

9.2
If the Client is acting as professional advisor to an ultimate client, the Client shall not make any representations or warranties in connection with NGS’s services except as may be expressly agreed by NGS in writing.

  1. EMPLOYEES

During the Project and for one year following its completion, the Client shall not solicit, employ or engage any person who was an employee or consultant of NGS at any time during that period, nor shall it encourage others to do so.

  1. FORCE MAJEURE

NGS shall not be liable to the Client for failure to perform or delay in performance of any of its contractual obligations to the Client attributable to any cause beyond NGS’s control.

  1. TERMINATION

12.1
The Client may terminate the Project at any time by not less than one month’s written notice to NGS in which event the following amounts shall become immediately due and payable by the Client:

12.1.1
all fees and expenses incurred by NGS up to the date of termination of the Project;

12.1.2
if cancelled during or at the end of any stage or any agreed start, (including knowledge sharing, research discussions, planning and discovery) of the Project or Training, the full Contract Fee and other costs estimated for that stage; and…

12.1.3
all third party liabilities incurred by NGS as a result of the cancellation.

12.2
NGS shall be entitled to terminate the Contract immediately on written notice to the Client if the Client is in breach of any term of the Contract, makes any arrangement with its creditors, or any step is taken in insolvency proceedings against or on behalf of the Client.

  1. SUBCONTRACTING, ASSIGNMENTS AND OTHER DEALINGS

13.1
NGS may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

13.2
NGS may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under the Contract.

  1. APPLICABLE LAW

These terms and the Contract shall be governed by the laws of England and Wales and the parties irrevocably agree to submit to the jurisdiction of the courts of England and Wales, or to any other competent jurisdiction which may be chosen by NGS at its sole discretion.

  1. PUBLICITY IN ALL FORMS

The Client agrees that it will acknowledge the contribution made by NGS to the Project in any manner reasonably requested by NGS and that NGS may at an appropriate time place an announcement in any publications or other media, stating that NGS has assisted the Client in the Project.

16. SIGNWRITING WORK AND NGS SIGNSMITHS TRAINING SPECIFICATION

Signwriting works will include:

  • Checking client artwork – all preliminary works and inspections scaling to size, image quality.

  • Print-out of layout.

  • Trace and Paint/Gild lettering.

  • WE WILL ESTIMATE COSTS TO ONLY LETTER, ARTWORK, PICTORIATE YOUR SIGNAGE AREAS.

Preclusions

  • WE WILL NOT PAINT THE BACKGOUND BASE COATS OF YOUR FASCIA SIGN PANEL AS NORMAL SIGNWRITING WORKS.

  • WE WILL ONLY PREPARE AND PAINT YOUR FASCIA IN THE EVENT OF REQUEST FOR RESTORATION OR SPECIAL WORKS AND SUBJECT TO COSTS.

  • We will not normally include as part of our estimate of costs provisioning for specialised materials, tooling and access equipment hire.

17. Design Costs

17.1

For the design of logos or lettering layouts a charge is required.  This is dependent on the level of detail or research for example of the logo or images. 

17.2

The provisional commissioning of design layouts, sketches or handling of client or NGS instigated visuals in any form, including verbal, electronic or standard mail, by the client or the client’s project handler/personnel (with or without purchase order) constitutes the commencement of the complete, contracted project.

18. Order Confirmation

18.1

Any order placed is ‘provisional’ until NGS receives a deposit and/PO/or acknowledgement email which will be deemed to be the client’s acceptance of these terms and conditions.

19. Deposits and Invoicing

19.1

Orders less than £500 will be required to be settled in full as the order is agreed/placed unless otherwise agreed.

19.2

On placing an order over £500, a 50-75% deposit, as stated on the quotation/estimate, is required before any type of preliminary or preparatory work can commence. 

19.3

Deposit retention. In the event of any type of project related work or course booking commencement prior to subsequent cancellation, reasonable handling and service costs will be deducted from the deposit and any other costs and disbursements arising from the client order.  

19.4

Course cancellation.

The reasonable deposit of 50% will be held over for rescheduling of courses and programs. Courses are transferable to more suitable dates as deemed by either party.

The reasonable deposit constitutes solely the operating costs such as material, promotional advertising, website portal, and due diligence administration works carried out for the benefit of each student and do not constitute any profit. The average email exchange for booking student places is 20-40.

The deposit of 50% is normally non refundable.

CONV-19

UPDATE

As of January 01 2021

Due to continuing safety and health risks NGS will reserve the right to make changes according to UK Govt guidelines.

Exceptional Circumstances

We are by exception to other course providers and with discretion, refunding 50% of the deposit amount under exceptional circumstances

Due to Furlough, Tier and Lockdown restrictions we are making every effort to keep students in their courses as this program of training represents the best possible safeguard against loss of earnings and extends work opportunities for trainees in the short term.

Claims for refunds after 3 months since the date of payment will be treated on discretionary basis.

Our preferred deposit payment and refund account is via Paypal friends and family setting.

FINANCIAL SUPPORT

UK Government has enabled and delivered some of the strongest CONV-19 related financial support measures in the world. It is essential that all in the workforce are receiving this support offered presently.

For many of us the support has enabled bills to be paid and ongoing training and skills development investments to continue. We encourage all to continue with training in order to increase work opportunity.

Below are links.

TYPES OF SUPPORT: USEFUL LINKS

https://www.iod.com/news/news/articles/Coronavirus-Government-support-for-the-self-employed

https://www.gov.uk/guidance/claim-a-grant-through-the-coronavirus-covid-19-self-employment-income-support-scheme

20. Deposit Payment

20.1

Deposits can be made via BACS or CHAPS transferred to the following account unless otherwise stated:

20.2

Account       

N J GARRETT    07 01 16     49977224     NATIONWIDE     

21.  NGS START-UP, COURSE DEPOSITS, SECOND STAGE and FINAL INVOICE

21.1

The agreement and commissioning acts as a provisional agreement followed by the start-up pro forma Deposit invoice. Deposit invoice automatically serves as a final invoice once the deposit is made.

21.2

No second final invoice is necessary for the balance to be actioned by the client once work is completed.

21.3

For projects with value over 3000.00 NGS will require 3 stage payment:

  1. Deposit

  2. Second stage – as agreed between parties

  3. Completion – up to 7 days

22. Refunds

22.1

Refunds will be offered solely at the discretion of NGS.

23. Cancellation Policy

23.1

Any client cancellation or delay after a start date has been set and or work has commenced on any order (including research, design and preliminary drafting) will incur the full cost of the quoted project.  Deposit may be withheld to cover reasonable losses, costs and expenses.

23.2

Postponement or cancellation of 24 hr or less prior to start time 8.00 am on the start date will incur loss deduction of £350.00 per NGS artworker instated to the project.

23.3

Upon cancellation of any part of project all preliminary artwork is required to be paid for in full.

24. Project Delays 

24.1

As a start date is set the client is due to have start-up payments, the site and surfaces ready for NGS to commence works, without hold ups or delay. Designs must be confirmed and signed off 48 hrs prior to start-up.

24.2

Price is set with no contingency for Delays or Cancellations and may be subject to change.

25. COST & SURFACE PREPARATION

25.1

Surface texture and type is a significant factor in cost management.

If NGS deem the surface preparation as unsuitable, works may be delayed to the cost of the client.

If the surface is incomplete in any way, works will be delayed at the cost of the client.

Painting and preparation is the responsibility of the client unless otherwise stated, itemised and agreed in email or writing.

Delays that occur as result of client failing to prepare and supply adequate information regarding surface substrates or paint surfaces adequately or any other factor borne as part of the client preparation (including information, design, access, health and safety issues, or any such project changes) a minimum charge of £375.00 per artist, per day will be charged.

As result of delays projects will require re-scheduling and may be subject to a delay at no cost to NGS.

26. Post Delay Restart

A delay in any project underway renders the project and agreement/contract ended and terminated – a delayed, underway project is not therefore considered ‘paused’.

A fresh restart notice with agreed dates, and purchase order along with full payment of any outstanding amounts will be required in order to commence any fresh restart.

 

27. Costs and Payments – Detail 

Payment of completed work should be made on completion. Unless otherwise agreed (ref section 4  PAYMENT)

48 hours is our normal outside window for on completion payment.

7 DAYS IS OUR MAXIMUM ‘ON COMPLETION’ TERM

  

The final balance due of any order may be subject to change depending on any changes made from the original quotation/estimate after work has commenced.  All changes will have to be agreed in email or writing at the discretion of NGS.

All goods and services shall remain the property of NGS until full settlement is made.

Payment is acceptable by Cash, and BACS or through PayPal. 

And or any other nominated bank account.

Settlement of the final invoice in full (IN CLEARED FUNDS) less any advance payment, must be made on completion of works, unless prior arrangement for credit facilities with Joinery Design has been arranged in advance of delivery.

 

28. Late Payment

NGS understands and will exercise their statutory right to claim interest as per section 4. PAYMENT.

On completion requires all clients to be aware that no credit facilities have been agreed.

29. Project Delivery Dates

All delivery dates are approximate and NGS cannot be held responsible if changes in project delivery dates occur due to circumstances beyond their control.

Delivery lead time is taken from the time that a deposit payment is taken.

30. Cancellation or Changes by NGS

NGS reserves the right to cancel, or change any terms of any order at any time and without prior notice if:

  • The client fails to comply with these terms and conditions.

  • Changes contracted agreements without consultation.

  • The client is more than 10 days in arrears with payment to NGS for previously supplied goods/services.

  • The client has not provided proper access, general project preparation, required INFORMATION IN ANY ASPECT RELEVANT TO THE PROJECT, designs and painted preparation of surfaces as/if required.

31. Late Changes

Late changes and additional work must be notified 48 hours prior to start requiring re-pricing.

Such late changes by client null and void all costings and agreements between all parties.

  

32. Glass Works

NGS do not accept responsibility for damage to glass.  NGS assumes glass is in proper condition for works to be completed on.

33. Glass Gilding and Written maintenance

Cleaning of glass writing must be completed with care using the following method:

Soft cloth – water and 5% white vinegar.

  • NEVER RUBBER BLADE OVER GLASS WRITING

  • KEEP WINDOWS FREE OF CONDENSATION POST WRITING

No Courtesy repairs will be undertaken if cleaning blades have been used to clean NGS written windows

34. PROJECT PREPARATION

Dimensions

Client measured sizes shall be deemed as correct.  Any errors in measurements that cause delay – are charged to the client.

Sign panels must be measured to not include any framing – unless requested so.

35. Timber

We quote for joinery as ‘Special Works’

The quotation shall therefore always be titled – Supply and fit of timber work….

All joinery is guaranteed for 12 months from date of supply.  Please note that timber is a natural product and can be subject to change in dimension and character.   NGS will not be held responsible for changes in dimension and character or for deterioration due to poor maintenance.

36. Artwork supply

All artwork supplied must be agreed and in clear high resolution format if requested.

If the artwork is part of client brand and production all proper references and colours must be clarified as requested.

Visual artwork must be made suitable for the surface, colour and context of application.

NGS visuals and artwork is charged at the normal hourly design rate starting at £46.00 per hour.

37. Building Regulations

Where applicable, it will be the customer’s responsibility to ensure that any goods ordered from NGS comply with the prevailing Building Control Regulations.

38. Miscellaneous

On-site fitting –  NGS will not be responsible for any making good i.e. plastering, rendering, painting.  This will be the responsibility of the client.

Once items and product leave the premises NGS accept no responsibility for damage or loss.

Client’s insurance must cover NGS staff and 3rd parties for works on site and the acceptance of estimates.

Client must supply spell checked ‘copy’ for NGS design.

Any changes to design, prior to and post sign off will require re-costing.

  

NGS Jan 01 2019

Learning in the studio and on site