‘Standard terms of trading’ of eko create LLP
1. eko
eko is a Design and New Media Company.

2. APPROVAL & AUTHORITY
(A) APPROVALS
On the Client’s approval of a concept, eko will submit for specific approval as appropriate, requested or agreed:
i) copy, designs/layouts, artwork, films.
ii) estimates or quotations of the cost of the material involved.
Approval or agreement shall be through letter, e-mail or contact report.
(B) AUTHORITY
i) The Client’s approval of copy and design/layout will be sufficient authority to go ahead to artwork and purchase production materials and/or film separations. The Client’s approval of final artwork and/or proofs will be authority to publish.
ii) The Client’s approval of estimates and schedules will be eko’s authority to make reservations and contracts for space and other facilities, under the terms and conditions required by suppliers and media.
iii) In the event, due to production deadlines, of material or advertisements being completed prior to Client approval of cost estimates, eko undertakes to produce such estimates as soon as is practical.
iv) It is normal practice for contact reports to be issued by eko staff of meetings between the Client and eko. If the subject matter of a contact report is not questioned by the Client within three working days of its receipt, it will be taken to be a correct record of the meeting to which it refers.
(C) AMENDMENTS
i) The Client may request eko to change, reject, cancel or stop any or all work, plans, schedules and eko will take all possible steps to comply, provided that it can do so within its own contractual obligations to suppliers and media.
ii) In which eko is committed and also to pay eko’s fees covering these items. The Client undertakes to indemnify eko against, and hold it harmless from, any claims, costs, damages, expenses and actions by third parties, such losses to be limited to the losses incurred by eko as a result of any cancellation or amendment.

3. PRINT CONDITIONS OF SALE
i) Cost Variation: Quotations are based on current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs or if for reasons beyond eko’s control, such as a changed brief, the work takes longer than originally anticipated.
ii) Preliminary Work: Work produced at Client’s request will be charged for.
iii) Proofs: Proofs of all work may be submitted for Client’s approval and eko shall incur no liability for any errors not corrected by the Client in proofs so submitted. Client’s alterations and additional proofs necessitated thereby shall be charged for. When style, type or layout are left to eko’s judgement, changes therefrom made by the Client shall be charged for.
iv) Expedited Delivery: Should expedited delivery be agreed and necessitate overtime or other additional cost, an additional charge may be made.
v) Variations in Quantity: Every endeavour will be made to deliver the correct quantity ordered but estimates are conditional upon ma percent respectively for quantities exceeding 50,000), the same to be charged or deducted. Where a Client specifies a limit of overs less than the above, no allowance will be given for shortages within the limits of the above.
vi) Claims: Advice of damage, delays or partial loss of goods in transit or of non-delivery must be given in writing to eko and the carrier within three clear days of delivery, (or, in the case of non-delivery, within 28 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to eko and the carrier within seven clear days of delivery (or, in the case of
non-delivery, within 42 days of despatch). All other claims must be made in writing to eko within 14 days of delivery. eko shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.
vii) Liability: eko shall not be liable for indirect or consequential loss or for any loss to the Client arising from delay in delivery, or from third party claims occasioned by errors in carrying out the work, or from the liquidation, bankruptcy or receivership of the printer.
viii) Standing Material: a) All material owned by eko and used in the production of negatives, positives, type, plate, moulds, stereotypes, electrotypes, film-setting and the like remain eko’s exclusive property. b) Type may be distributed and lithographic, photogravure, or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event,
rent may be charged.
ix) Client’s Property and Property Supplied: a) Client’s property and all property supplied to the printer by or on behalf of the Client will be held at Client’s risk. b) Every care will be taken to secure the best results where materials or equipment are supplied by Clients,
c) Where the Client supplies materials adequate quantities shall be supplied to cover spoilage. d) Where paper, finished or part finished goods are delivered to eko 30 days or more prior to the agreed schedule date, eko reserves the right to make a charge for storage. e) eko
may reject any paper, plates or other materials supplied or specified by the Client which appear to eko to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged to the Client.

4. INVOICING/CHARGES
(A) PRINT, PRODUCTION AND CREATIVE SERVICES’ CHARGES
Estimates will normally be submitted in advance, and work will not be put in hand until such estimates have been accepted by the Client.
Fifty percent of all production estimates will be invoiced on agreement with a further twenty five percent on agreement of finished copy and design/layout and the final twenty five percent plus any extras on completed delivery or publication.
(B) OTHER SERVICES
If the Client requires any other special services at any time, a fee shall be agreed in advance for the work involved wherever possible or, where deadlines do not allow, as soon as is practical thereafter.
(C) INCIDENTAL EXPENDITURE
The cost of normal mailing, local telephone, photostat, fax and travelling expenses will be borne by eko but all other reasonable travel accommodation and subsistence expenditure and all delivery charges incurred in providing services will be charged to the Client on a project by project basis.
(D) LEGAL EXPENSES
The cost charged to the Client, subject to eko obtaining advance agreement from the Client.
(E) PRESENTATION COSTS
Subject to agreement in advance by the Client, all reasonable costs incurred by eko in respect of presentations of an exceptional nature to the Client, will be recharged to the Client.

5. TERMS OF PAYMENT
(A) FEES
Fee invoices are rendered monthly in advance and are payable within 30 days of the invoice date.
(B) PRINT, PRODUCTION AND CREATIVE SERVICES
Invoices for all production and additional services become due for payment 30 days from the invoice date.
(C) PRODUCTION AND SPECIAL SERVICES
In the even
on all overdue payments at a discretionary rate above Barclays Bank base rate from time to time until payment, whether before or
after judgement.
(D) INVOICE QUERIES
Queries on items and amounts within any invoice will not constitute a valid reason for withholding payment of the whole invoice. If queries cannot be resolved immediately then, pending agreement upon the disputed items, the undisputed balance of any invoice total shall be paid within the above stipulated periods.

6. COPYRIGHT AND OWNERSHIP RIGHTS
(A) Any identifiable and original idea or concept presented by eko in relation to any project, promotion or advertising campaign invented or developed by eko will be available only for use by the Client in conjunction with eko, and will not be used by the Client for any other purposes without eko’s prior consent, even if no project promotion or advertising campaign is agreed.
(B) Material prepared or purchased for and paid for by the Client (other than illustrations, photographic negatives, photographs obtained from news or photographic agencies, items produced only for a particular advertisement and items where only the right to use is obtained) will be the Client’s property but the copyright and any other rights in ideas incorporated therein will not thereby be vested
in the Client.
(C) eko will negotiate to obtain such rights in relation to the copy, artwork, and other work or materials utilised by eko for the Client’s needs as eko considered necessary for such project.
(D) Subject to the rights of third parties all copyright for all purposes in artwork, copy, and all other work created by eko for and used by t property right in the same, until full payment has been received by eko.
(E) Unless otherwise agreed eko retains physical property and all intellectual property rights in all systems software and computer programmes created by eko. Computer hardware, and any other assets, owned by eko for use at the Client’s offices are the insurance responsibility of the Client.
(F) Upon the termination of eko’s services hereunder subject to the discharge by the Client of any of its outstanding obligations and, subject to the rights of any third parties, eko will at its discretion, and on any fees deemed payable, if the Client so requests assign to the Client assign the benefit of any licences obtained pursuant to subclause (C) above to the Client or as the Client shall direct. Unless we agree to the contrary, this will not apply to ideas or plans developed by eko but unused and unpublished by the Client on termination of eko’s services. Regardless of whether the physical embodiment of any such work is in your possession, the relevant intellectual property rights will remain with eko.
(G) Unless negotiated in advance, if the Client wishes to use any materials prepared or commissioned by eko in any country other than the United Kingdom, a separate fee to be negotiated, shall be paid to eko.
(H) For t or made in competition with any other company. Any work submitted by eko as part of a presentation, for which it is not subsequently rewarded, will remain the property of eko to whom it should be returned. Failure to do so will entitle eko to invoice up to the full
cost of producing the material irrespective of whether a ‘token’ fee has been agreed.
(I) eko will keep in its care materials entrusted to it as the property of the Client but, in the absence of wilful default on the part of eko, eko shall not be responsible for any damage, destruction or unauthorised use of the property nor will it be required to recover
bromides, film, and the like from media and suppliers once it has parted with the same and shall be entitled to destroy all such material left in eko’s c

7. INSURANCES AND LIABILITY
(A) LIMITATION OF eko’s LIABILITY
eko shall not be liable for any delay in or omission of publication or transmission, or any error in any item of print work or an advertisement, in the absence of default or neglect on eko’s part.
(B) INDEMNITY TO eko
Based upon any print work, advertising or other work prepared for the Client by eko and approved by the Client prior to publication.
In the event of missed deadlines due to Client default:
(i) eko undertakes to use its best endeavours to negotiate extensions, subject to Client agreement to pay any additional costs of
meeting the revised timetable.
(ii) The Client will indemnify ekofrom all losses arising directly from the missed deadline.
(C) CLIENT’S RISK
i) eko will ensure that the Client’s property, including articles, negatives, photography, illustrations etc are retained in eko’s hands, for a maximum period of 1 year.
ii) The Client will be responsible for the insurance of its property when in transit between eko and its production and media suppliers. Alternatively, at the Client’s request, eko will insure the property and recharge the premium to the Client.
iii) The Client will be responsible for the insurance of its property when in the hands of production and media suppliers.
(D) FORCE MAJEURE
If due to war, strikes, industrial action short of a strike, lockouts, accidents, fire, blockades, import or export embargo, i.e. obstruction over which eko has no control, eko fails to complete its assignment in the manner and within the time required by this agreement, eko shall not be held responsible for any loss or damage which may be incurred by the Client as a result of such failure.

8. INSOLVENCY
If in ekos opinion the Client becomes insolvent, has a receiver appointed in relation to any part of its property or is the subject of a petition for the appointment of a liquidator, administrator or similar officer, such petition having not been discharged within twenty one days, eko may by notice to the Client summarily terminate its obligations to provide further services to the Client. Any such termination shall
i) Have completed or not) and materials purchased for the Client, such charge to be an immediate debt due to eko and;
ii) In respect of all unpaid debts due from the Client have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds to such debt.

9. CONFIDENTIALITY
(A) eko shall not, and shall use all reasonable endeavours to procure that its employees and agents and others employed or engaged pursuant to this agreement do not, at any time divulge any information which is supplied to it by the Client, other than information forming part of the public domain otherwise than through a breach of this clause.
(B) Notwithstanding the foregoing, eko may use any general marketing or advertising information in the field of the Client’s products or services which eko acquires.

10. NOTICE
Any address of the addressee or to its registered office for the time being or by pre-paid first class post addressed to any such address or to such other address as is notified by one party to the other as its address for service or by telex or by facsimile transmission to the number notified for such purpose. If personally delivered, it shall be deemed thereupon duly served. If sent by pre-paid first class post it shall be
deemed to have been duly served two days after it can be proved to have been posted, properly addressed and stamped. If sent by telex or facsimile transmission, it shall be deemed to have been duly served immediately after transmission, in the case of a telex if the published answer back is received, and in the case of facsimile transmission, with proof of uncorrupted transmission provided that in this case the original of the documents sent by facsimile transmission shall be sent to its addressee by pre-paid first class post immediately following transmission. Service of any notice will only be effective on a business day.

11. PROPER LAW
These Standard Terms of Trading shall be construed in all respects in accordance with the Laws of England. Without prejudice to any right eko may have to take proceedings in any part of the world the English Courts will have jurisdiction in the event of any dispute arising out of or in connection with any business done on these Terms.