Neon Dawn Ltd Terms and Conditions

1. Definitions and Basic Information

1.1 “Neon Dawn” - Refers to Neon Dawn Limited (UK Registered Company No. 07538694) or any related subsidiary, or Partner, that is involved with the supply of products.

1.2 “Partner” - A Partner of Neon Dawn Limited who provides Products under the Neon Dawn Limited brand. A Partner may be an individual, business or larger organisation based either in the UK, EU or a country outside of the EU.

1.3 “Product” - A service, physical product or documentation provided by Neon Dawn Limited and/or a Partner of Neon Dawn Limited.

1.4 “Client” - Individual, company or organisation to whom Neon Dawn Limited have supplied, or intends to supply, a Product.

1.5 “Proposal” Or “Proposal Document” - This is a contract between Neon Dawn and the Client. The Proposal Document specifies the Product/Products to be supplied to the Client, agreed timescales for delivery of Product/Products to the Client, prices and details of the project’s scope and milestones. Only once the Proposal Document has been signed and returned to Neon Dawn will the Client’s project commence.

1.6 “Working Day” - Neon Dawn Limited’s working days are Monday to Friday (excluding English Bank Holidays) during the hours of 08:30 to 18:00 GMT or GMT+1 Summer Time (Last Sunday in March to last Sunday in October). Neon Dawn Limited’s staff are available outside of these hours by arrangement only.

1.7 “Price” - The Price, as detailed in a Proposal Document, for Product/Products provided to the Client.

1.8 Neon Dawn Limited operates in the United Kingdom and is subject to the laws of the United Kingdom and European Union.

1.9 “In Writing” - Refers to information and instructions issued to Neon Dawn either written down on a physical medium with an accompanying signature of an authorised member of the Client’s organisation, sent to Neon Dawn by fax with suitable identifying labels (signature of authorised staff member, letterhead of client etc.) or by email from a recognised email address belonging to an authorised member of the Client’s organisation.

1.10 “Material or Materials” - Refers to information in all forms. These forms can include, but are not limited to, images, photographs, documents, computer programming code, video footage, audio files, text, posters, flyers and web content such as digital advertising banners.

2. Payment Terms

2.1 All work is invoiced either on the last working day of each calendar month or on completion of a milestone or project stage as per the Proposal Document. Invoices for Short Projects will be billed at the end of the working week in which they are completed. (Short Projects are defined as projects which are anticipated to require no more than one working week to complete).

2.2 Unless otherwise agreed in writing; payment of invoices is to be made within 30 days of the issue date of said invoice. Failure to meet the 30 day time limit may result in interest being payable from the 31st day onward at a rate of 5% of the outstanding total per working week. The interest being calculated on a weekly basis using COMPOUND INTEREST.

2.3 Payments can be made in cash, bankers transfer, cheque, debit card, credit card payment or PayPal transfer. Please note that payment via credit card, debit card and PayPal attracts an additional service charge of 3.5% of the outstanding total.

2.4 All payments to be made in Pounds Sterling, UK currency. Other currencies can be accepted only by arrangement and at possible extra cost. Please confer with Neon Dawn BEFORE signing a Proposal Document if you intend to pay using any other currency than Pounds Sterling.

2.5 These Payment Terms can only be changed upon written agreement with Neon Dawn’s management and authorised by a Director of Neon Dawn.

2.6 Refusal to pay an invoice on the grounds of a dispute is only acceptable if the Client has followed the relevant section on Dispute Resolution as specified in these Terms and Conditions.

2.7 Neon Dawn reserves the right to request a suitable deposit for certain types of work. If required, the request for a deposit will be included with the Proposal Document. Either the deposit will be lodged with Neon Dawn directly or a third party escrow service, acceptable to both parties, will be utilised.

3. Pricing

3.1 All prices supplied to the Client are valid for 30 days from the date the Proposal Document is issued.

3.2 Neon Dawn reserves the right to modify the pricing in a Proposal Document if forces outside of Neon Dawn’s control (acts of god, natural disasters, power cuts, terrorist incidents, criminal acts, force majeure etc.) occur. It is Neon Dawn’s duty to inform the Client of such a change in pricing as soon as it is reasonably possible to do so.

3.3 If the Client requires substantial changes in a Proposal Document then Neon Dawn reserves the right to reissue the document with revised pricing.

3.4 If the Client requires substantial changes, whilst a project is in progress, then Neon Dawn will notify the Client in writing of the revised pricing. No further work will be carried out until the Client issues written agreement to the revised pricing.

4. Copyright and Intellectual Property Rights

4.1 Where Copyright and Intellectual Property Rights transfer are included as part of the Project, all Copyright and Intellectual Property Rights relating to that Project remain the property of Neon Dawn until such time as the Client has paid all related invoices. This includes material created by third parties and Partners. This condition remains in effect until funds have “cleared” into Neon Dawn’s accounts.

4.2 The Client has the right to use materials and content created by Neon Dawn, and its Partners, as part of a campaign as authorised by Neon Dawn and in compliance with the agreed upon Proposal Document. If the Client fails to meet payment deadlines then Neon Dawn reserves the right to demand the removal from use of said materials until full payment of outstanding invoices occurs. This might include, but is not limited to, requesting that publishers, web hosting companies, broadcasters and others remove said materials from public display.

4.3 Upon receipt of final payment, and its clearance into the accounts of Neon Dawn, a transfer of Copyright and Intellectual Property Rights will take place, where such transfer is included as part of the Project. This transfer being in the form of a written document, signed by a Neon Dawn Director, stating the name of the Client, detailing the materials concerned and acknowledging the fact that Copyright and Intellectual Property are now in the ownership of the Client.

4.4 Neon Dawn, unless otherwise agreed, will always retain the limited right to display product and materials created for the Client in its portfolios, both electronic and physical.

4.5 In the event that Neon Dawn uses material from a third party supplier, for example: a stock image supplier, Neon Dawn will pass on to the Client any and all information relating to any restrictions that might apply to the use of said material.

4.6 For some Projects, for example bespoke illustration, it is typical that the copyright will remain with the illustrator who will either be Neon Dawn or one of its Partners. In cases where Copyright is not transferred a licence for specific use will be granted to the Client. The details of such a licence will be outlined in the Proposal Document.

4.7 Copyright

4.7.1 In relation to Materials supplied to Neon Dawn by the Client as required for the fulfilment of a Proposal. The Client is responsible for obtaining all necessary authorities and consents to reproduce (non-exhaustively) photographs, artwork, images, copyright text and the like before instructing Neon Dawn to reproduce same. The Client undertakes to indemnify and hold blameless Neon Dawn against all actions, costs, demands, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such a claim) that the reproduction of said materials by Neon Dawn infringed the copyright or intellectual property rights of a third party.

5. Confidential Information

5.1 Neon Dawn undertakes to make every effort to ensure the safety of the Client’s confidential information at all times.

5.2 Neon Dawn is registered with the UK’s Data Protection Registry (Reg. No. Z3266503) and complies with the relevant UK regulations and legislation.

5.3 All Proposal Documents are to be treated as confidential by the Client and the content is not to be divulged to third parties without Neon Dawn’s explicit written agreement.

6. Illegal Material and Actions

6.1 Neon Dawn maintains the right to refuse to work on any project that it considers to be illegal or potentially damaging to Neon Dawn. Neon Dawn also maintains the right to notify the relevant authorities in the event that it believes that a Client is engaging in illegal activities.

7. Client Obligations

7.1 The Client, to ensure the successful completion of a project, is required to fulfil the following obligations:

7.1.1 The Client will provide clear and unambiguous instructions to Neon Dawn concerning their needs and requirements. These instructions may be supplied verbally to Neon Dawn staff but must be confirmed in writing.

7.1.2 The Client is required to adhere to any stage based payment plan as agreed between the Client and Neon Dawn in the Proposal Document

7.1.3 The Client is required to provide timely feedback so that Neon Dawn can fulfil its obligation to the Client as per the Proposal Document.

7.2 Failure, on the part of the Client, to fulfil these obligations (sections 7.1 et al) may result in additional charges being levied against the client. If there is a need to levy additional charges then Neon Dawn undertakes to inform the Client at the earliest reasonable juncture.

7.3 Proofs

7.3.1 The Client is responsible for checking the following elements of any and all proof Materials; layout, formatting, colour scheme and matching, factual content (which includes, but is not limited to, address elements, telephone numbers, spelling of names) and any other critical elements of the proof Materials. The Client’s act of signing off the final proof Material is written confirmation that they are completely satisfied and totally accept the Material without reservation.

8. Cancellation

8.1 If the Client chooses to cancel a project, after having agreed and signed the Proposal Document, then they will be liable for all costs and charges incurred up to the point that their written cancellation document is received and acknowledged by Neon Dawn. Such fees may be subtracted from any deposit provided by the Client.

9. Timescales

9.1 Neon Dawn will not be held liable for failing to meet agreed timescales and milestones if:

  • The Client fails to respond, within agreed timescales, to requests for feedback and authorisation to continue with a project.
  • Third party suppliers, for whatever reason, fail to deliver services and/or products necessary to the completion of a project or a milestone of said project.
  • External events (acts of god, natural disasters, power cuts, terrorist incidents, criminal acts, force majeure etc.) intervene in the actions of Neon Dawn, its staff, suppliers or Partners.
  • The Client substantially changes their requirements - such an event requiring the modification of the agreed upon Proposal Document and the pricing contained within it.

9.2 Neon Dawn has a duty to inform the Client at the earliest opportunity of a possible delay or situation that may result in the failure to meet agreed timescales or milestones.

9.3 Feedback - Unless otherwise agreed, Neon Dawn requires Clients to respond to requests for feedback within 3 working days.

10. Waiver of Terms

10.1 Neon Dawn’s Terms and Conditions may only be modified with the agreement of Neon Dawn’s management AND that agreement stipulated in writing and authorised by a Director of Neon Dawn. Any such changes to the standard Neon Dawn Terms and Conditions must be agreed prior to the signing of a contractual agreement to supply products to a Client.

11. Dispute Resolution

11.1 In the event that a Client is unhappy with the Product supplied by Neon Dawn then they must inform Neon Dawn management, in writing, within 7 working days of the receipt of the Product. Neon Dawn promises to respond to the Client’s complaint within 7 working days from receipt of the Client’s complaint.

11.2 If the Client is still unsatisfied with Neon Dawn’s response and suggested solutions then, depending on the value of the Project, Neon Dawn will ask the Client to join it in using a suitable and mutually acceptable Alternative Dispute Resolution Service.

11.3 If, after the option of the Alternative Dispute Resolution Service has been exhausted, the Client is still unsatisfied then they have the right to instigate litigation proceedings against Neon Dawn.

12. Limited Warranty

12.1 This section sets out Neon Dawn’s financial liability in relation to the acts or omissions of Neon Dawn’s employees, subcontractors or Partners to the Client in respect of:

12.1.1 any breach of this agreement; and

12.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.

12.2 Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.3 Nothing in these conditions excludes or limits the liability of Neon Dawn for death or personal injury caused by negligence or for fraudulent misrepresentation.

12.4 Subject to clauses 12.2 and 12.3:

12.4.1 Neon Dawn shall not be liable to the Client for any loss or damage, costs or expenses (whether direct, indirect or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Client which arise out of or in connection with the supply of the Product or its use by the Client.

12.4.2 The Client assumes all risks as to the suitability, quality, and performance of the Product.

12.4.3 Neon Dawn’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to Neon Dawn for the Product.

12.5 Where physical goods are delivered as part of the Product:

12.5.1 The Product or Products remain the property of Neon Dawn until such time as payment has been made and received into the accounts of Neon Dawn.

12.5.2 Neon Dawn endeavours to deliver said Product to the agreed timescales and milestones as per the Proposal Document BUT Neon Dawn cannot be held accountable for delays caused by industrial action, third parties such as courier service providers and forces outside of Neon Dawn’s control (acts of god, natural disasters, power cuts, terrorist incidents, criminal acts, force majeure etc.).

12.6 No written or verbal information, message or advice given by Neon Dawn, its employees or Partners shall in any way extend, modify or add to the foregoing limited warranty.

End of Neon Dawn Limited’s Terms and Conditions.


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Terms & Conditions
(c) All rights reserved, Neon Dawn Ltd 2013