TERMS & CONDITIONS
TERMS & CONDITIONS OF BUSINESS
Introduction
At Hello Props, we pride ourselves on delivering creative, high-quality and professionally fabricated solutions for retail, marketing, branding, events and commercial environments.
We always endeavour to fulfil your brief, meet agreed deadlines and deliver work to the highest possible standard. However, bespoke design and fabrication projects can involve a number of variables, including design development, material availability, manufacturing processes, third-party suppliers and installation requirements.
To ensure that both parties have a clear understanding of their responsibilities, our terms and conditions are set out below.
By placing an order, accepting a quotation or instructing Hello Props to commence any work, you acknowledge that you have read, understood and agreed to be bound by these Terms & Conditions in their entirety.
1. Parties and Definitions
When we refer to 'we', 'us', 'our' or 'Hello Props', we mean Hello Props, whose registered office and principal place of business is:
Engravers House, 35 Wick Road, Teddington, Middlesex, TW11 9DN.
This includes our employees, contractors, suppliers and other representatives acting on our behalf.
When we refer to 'you', 'your' or 'the Client', we mean the individual, company, retailer, brand, marketing agency, designer, production company or other organisation commissioning our services.
'Services' means any design, creative development, consultancy, prop making, model making, fabrication, manufacturing, printing, finishing, sourcing, assembly, delivery, installation or other work undertaken by Hello Props.
'Goods' means all physical items, products, props, displays, structures, components and materials manufactured, supplied or purchased by us on your behalf.
'Artwork' means all visual and creative materials, including graphics, illustrations, logos, designs, layouts, technical drawings, concepts and other creative content.
'Project' means the complete scope of work agreed between Hello Props and the Client, as detailed in our quotation, proposal or written agreement.
2. Quotations and Project Briefs
2.1. All quotations are based on the information, specifications, drawings, references and requirements supplied by the Client at the time of quoting.
2.2. It is the Client's responsibility to provide a clear and accurate brief, including dimensions, quantities, materials, finishes, intended use, installation requirements and any relevant technical specifications.
2.3. If the brief or project requirements change after a quotation has been issued or work has commenced, we reserve the right to revise our quotation, costs and estimated delivery dates accordingly.
2.4. Unless otherwise stated, quotations are valid for 30 days from the date of issue. After this period, we reserve the right to review and amend our pricing.
2.5. Our quotations cover only the work specifically described. Any additional work, alterations, extra quantities, materials, services or requirements not included in the original quotation will be charged separately.
2.6. Any estimated production or delivery dates are provided in good faith and are subject to timely receipt of the Client's approvals, information, materials and payments.
2.7. We will make every reasonable effort to meet agreed deadlines but cannot accept responsibility for delays caused by incomplete briefs, late approvals, changes to specifications, supplier delays, material shortages or circumstances beyond our reasonable control.
3. Design Development, Approvals and Changes
3.1. Where design, creative development or technical drawings form part of our services, we will work with the Client to develop the project in accordance with the agreed brief.
3.2. The Client is responsible for carefully reviewing and approving all designs, drawings, dimensions, artwork, samples, prototypes and specifications before production or fabrication commences.
3.3. Written approval, including approval by email, will be considered confirmation that the relevant design or specification is accepted and authorised to proceed.
3.4. Once a design, drawing, sample or specification has been approved and production has commenced, any subsequent changes requested by the Client may incur additional costs and affect the agreed delivery schedule.
3.5. We cannot accept responsibility for errors, omissions or discrepancies in work resulting from information, measurements, artwork or specifications supplied or approved by the Client.
3.6. Where the Client requires revisions beyond those reasonably included in the original quotation, additional design, administration and production time will be charged at our applicable rates.
3.7. We reserve the right to recommend alternative materials, construction methods or manufacturing processes where necessary to achieve the desired result, maintain safety or address practical production considerations. Any significant changes affecting the agreed appearance, specification or cost will be discussed with the Client before proceeding.
4. Bespoke Fabrication and Manufacturing
4.1. Many of the products and displays created by Hello Props are individually designed and manufactured. As such, minor variations in dimensions, colour, texture, finish and appearance may occur as a natural consequence of the materials and manufacturing processes used.
4.2. While we will always endeavour to achieve the agreed design and specification, exact replication of digital images, computer-generated visuals, reference photographs, Pantone colours or physical samples cannot always be guaranteed.
4.3. Material samples, prototypes and pre-production samples will be supplied where specifically agreed as part of the quotation. Any additional samples, prototypes or development work requested by the Client may incur additional charges.
4.4. Natural materials, timber, metals, plastics, fabrics, printed materials and other substrates may have inherent variations which are outside our control.
4.5. Where products are intended for retail environments, public spaces, exhibitions or commercial installations, the Client must advise us of any relevant requirements relating to durability, loading, stability, fire performance, electrical safety, accessibility or other regulatory standards before production commences.
4.6. Unless specifically agreed in writing, we do not undertake structural engineering certification, electrical certification, fire certification or independent product compliance testing.
4.7. The Client is responsible for ensuring that the intended application and use of the finished goods are suitable for their premises, environment and operational requirements, except where such responsibility has expressly been accepted by us in writing.
5. Artwork, Copyright and Intellectual Property
5.1. All intellectual property rights in original concepts, designs, drawings, artwork, models, prototypes, technical solutions, creative development and manufacturing methods created by Hello Props shall remain the property of Hello Props unless a separate written agreement expressly transfers or assigns those rights.
5.2. Payment for design, development, fabrication or manufacturing services does not automatically transfer ownership of our underlying intellectual property, designs or creative work.
5.3. Upon receipt of full payment, the Client is granted a non-exclusive licence to use the completed goods and approved designs for the specific project, campaign, retail environment, brand activation or purpose agreed at the time of commissioning.
5.4. Unless otherwise agreed in writing, the Client may not reproduce, manufacture, copy, adapt, modify, resell or commission a third party to reproduce our designs, drawings, concepts or fabrication methods without our prior written permission.
5.5. Where the Client requires exclusive ownership, full intellectual property assignment, unrestricted reproduction rights or the right to manufacture additional quantities through third parties, this must be agreed in writing before work commences and may be subject to an additional fee.
5.6. Any logos, trademarks, brand assets, images, graphics, copy or other materials supplied by the Client remain the property of the Client or their respective rights holders.
5.7. The Client confirms that they have obtained all necessary permissions, licences and clearances for any materials supplied to Hello Props and authorises us to use those materials solely for the purpose of completing the commissioned work.
5.8. Hello Props does not provide copyright clearance, trademark searches, legal clearance or intellectual property verification services.
5.9. The Client accepts full responsibility for ensuring that any materials supplied or approved by them do not infringe the intellectual property, copyright, trademark or other legal rights of third parties.
5.10. The Client agrees to indemnify and hold Hello Props harmless against any claims, losses, damages, liabilities, costs and expenses arising from the use of materials, designs, branding or content supplied or authorised by the Client which infringe third-party rights.
5.11. The Client is responsible for registering and protecting any trademarks, designs, names, logos or other intellectual property developed for their business or campaign.
6. Orders, Production and Cancellation
6.1. An order is considered confirmed when the Client has accepted our quotation in writing, issued an authorised purchase order or otherwise instructed us to proceed.
6.2. We reserve the right to require a deposit or advance payment before commencing design, sourcing, purchasing materials or production.
6.3. Once an order has been confirmed and production has commenced, the Client may not cancel or materially alter the order without our written agreement.
6.4. In the event of cancellation, the Client will be responsible for all costs incurred up to the date of cancellation, including design and development time, labour, materials purchased, third-party supplier costs, manufacturing costs and any reasonable cancellation charges.
6.5. Where bespoke goods have been manufactured or materials have been specifically purchased for a project, the Client remains liable for the associated costs, even if the project is subsequently cancelled or the goods are no longer required.
6.6. We reserve the right to suspend or stop work where payments are overdue, required approvals have not been provided or the Client has materially changed the agreed scope of work.
7. Delivery, Collection and Installation
7.1. Delivery, collection and installation arrangements will be agreed as part of the quotation or separately in writing.
7.2. Unless expressly included in our quotation, delivery, transportation, installation, access equipment, site preparation and associated costs are excluded.
7.3. The Client is responsible for ensuring that the delivery location is suitable and accessible, including adequate loading access, parking, unloading facilities, lift access, doorway dimensions and any necessary permissions.
7.4. The Client must notify us in advance of any site restrictions, delivery time slots, security requirements, induction procedures or other conditions which may affect delivery or installation.
7.5. Additional costs arising from restricted access, waiting time, failed delivery attempts, additional handling, out-of-hours working or unforeseen site conditions may be charged to the Client.
7.6. Where installation is included, the scope of installation will be limited to the services specifically identified in our quotation.
7.7. Unless otherwise agreed, the Client is responsible for ensuring that the installation location, walls, floors, ceilings and other supporting structures are suitable for the intended installation.
7.8. The Client is responsible for obtaining all necessary permissions, landlord approvals, shopping centre approvals, retail site approvals and other consents required for installation or use of the goods.
7.9. Once goods have been handed over to the Client or their nominated carrier, responsibility for their care, handling, storage and protection transfers to the Client, subject to any applicable statutory rights.
7.10. Hello Props cannot accept responsibility for damage, loss or deterioration caused by improper handling, transportation by third parties, unsuitable storage, misuse or installation by others.
8. Client Property and Materials
8.1. We will take reasonable care of any property, products, materials, samples, equipment or other items supplied to us by the Client while they are in our possession.
8.2. The Client remains responsible for insuring their own property and materials against loss or damage.
8.3. We will not be liable for loss or damage to Client property except to the extent that such loss or damage results from our negligence or other breach of legal duty.
8.4. We will treat all confidential business information, brand materials, campaign details, designs and project information supplied by the Client as confidential and will not knowingly disclose such information to unauthorised third parties, except where disclosure is necessary to fulfil the project or required by law.
9. Invoicing and Payment Terms
9.1. Our standard payment terms are 30 days from the date of invoice, subject to an approved credit account being in place.
9.2. New Clients may be required to complete a credit account application before work can proceed on 30-day terms.
9.3. Where no approved credit account exists, or where project timescales do not allow for credit approval, payment in advance or a deposit will be required.
9.4. For larger or longer-term projects, we reserve the right to request staged payments. These may include an initial deposit, a design or development payment, a production payment and a final balance before delivery or installation.
9.5. All goods and materials supplied by Hello Props remain our property until payment has been received in full, to the extent permitted by law.
9.6. Any additional work, changes, variations, additional quantities or costs outside the original quotation will be invoiced separately.
9.7. We reserve the right to charge interest and reasonable recovery costs on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.
9.8. If an account becomes overdue, we reserve the right to suspend further work, withhold delivery or delay the release of completed goods until outstanding amounts have been settled.
9.9. The Client may not withhold or deduct payment for completed work on the basis of unrelated disputes or outstanding matters without our written agreement, subject to any applicable legal rights.
9.10. All prices are quoted exclusive of VAT unless otherwise stated. VAT will be charged at the applicable rate.
10. Additional Design, Administration and Consultation
10.1. Our quotations will include a reasonable allowance for project administration, initial discussions, research, design development and sourcing, as appropriate to the agreed scope.
10.2. Where a project involves extensive research, repeated quotation requests, multiple design revisions, additional meetings, prolonged email correspondence or consultation beyond the original scope, we reserve the right to charge for the additional time involved.
10.3. Any additional charges will be communicated to the Client wherever reasonably possible before the additional work is undertaken.
11. Quality, Inspection and Defects
11.1. We take pride in the quality of our workmanship and will make every reasonable effort to ensure that completed goods conform to the agreed specification.
11.2. The Client is responsible for inspecting goods upon delivery or collection and notifying us in writing of any visible damage, defects or discrepancies within five working days.
11.3. Any issue relating to a manufacturing defect or failure to meet the agreed specification should be reported to us promptly, with supporting photographs and a description of the issue.
11.4. Where a genuine defect attributable to our workmanship or materials is established, we will, at our discretion and subject to applicable law, repair or replace the affected goods or agree an appropriate alternative remedy.
11.5. We will not be responsible for defects or damage resulting from misuse, accidental damage, improper installation by others, unauthorised alterations, normal wear and tear, unsuitable storage or failure to follow any care or maintenance instructions supplied.
11.6. Nothing in these Terms & Conditions excludes or limits any statutory rights or remedies that cannot lawfully be excluded or limited.
12. Liability
12.1. We will carry out our services with reasonable care and skill.
12.2. Nothing in these Terms & Conditions shall exclude or limit our liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other liability which cannot lawfully be excluded or limited.
12.3. Subject to clause 12.2, we shall not be liable for indirect or consequential losses, loss of profit, loss of revenue, loss of business opportunity, loss of anticipated savings or loss of goodwill.
12.4. We shall not be responsible for losses arising from delays or failures caused by circumstances beyond our reasonable control, including supplier failures, transport disruption, material shortages, industrial action, adverse weather, fire, flood or other unforeseen events.
12.5. Subject to clause 12.2 and applicable law, our total liability arising from any individual project shall not exceed the total amount paid or payable to Hello Props under the relevant project quotation.
12.6. The Client is responsible for ensuring that the finished goods are used appropriately and in accordance with any instructions, specifications and limitations supplied by us.
12.7. Once goods or items commissioned by the Client have left Hello Props' premises, responsibility for their handling, transportation, storage, installation, display and subsequent use rests with the Client or their appointed representatives. Hello Props accepts no liability for any loss, damage, injury or deterioration arising from improper handling, incorrect installation, misuse or failure to exercise reasonable care, except where such loss or damage results from our negligence or other breach of legal duty.
13. Photography, Portfolio and Marketing
13.1. Hello Props reserves the right to photograph or record completed projects for use in our portfolio, website, social media, marketing materials, presentations and promotional activities.
13.2. Where projects involve confidential campaigns, unreleased products, embargoed brand launches or commercially sensitive information, the Client must notify us in writing before work commences.
13.3. We will respect reasonable confidentiality requirements and will not knowingly publish commercially sensitive or embargoed project information without the Client's permission.
13.4. Unless otherwise agreed, we may display images of completed work after the project has been publicly launched or released.
13.5. The Client remains responsible for ensuring that any brand assets, trademarks or other materials supplied for inclusion in our marketing or portfolio content are authorised for such use.
14. Confidentiality
14.1. Both parties agree to treat confidential information received during the course of a project with reasonable care and not disclose it to unauthorised third parties.
14.2. Confidential information may include commercial information, pricing, designs, concepts, campaign details, product launches, technical information and other non-public business information.
14.3. This obligation does not apply to information which is already publicly available, becomes publicly available through no breach of these Terms & Conditions, was lawfully known to the receiving party or is required to be disclosed by law.
15. Force Majeure
15.1. Hello Props shall not be held responsible for any delay or failure to perform its obligations where such delay or failure arises from circumstances beyond our reasonable control.
15.2. Such circumstances may include, but are not limited to, extreme weather, fire, flooding, acts of government, industrial disputes, transport disruption, supplier failure, material shortages, pandemics or other unforeseen events.
15.3. Where such circumstances arise, we will notify the Client as soon as reasonably practicable and agree an appropriate revised timetable or alternative arrangements.
16. Website and Third-Party Links
16.1. The content displayed on the Hello Props website is provided for general information purposes only.
16.2. While we make reasonable efforts to ensure that information is accurate and up to date, we do not guarantee that all website content is complete, accurate or free from errors.
16.3. We reserve the right to amend, update or remove website content without prior notice.
16.4. Our website may contain links to third-party websites. These websites are outside our control and we accept no responsibility for their content, availability, accuracy or privacy practices.
16.5. The inclusion of third-party links does not constitute an endorsement or recommendation by Hello Props.
17. General Terms
17.1. These Terms & Conditions apply to all quotations, orders and services provided by Hello Props unless otherwise agreed in writing.
17.2. Any amendments or variations to these Terms & Conditions must be agreed in writing by both parties.
17.3. If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
17.4. These Terms & Conditions, together with the relevant quotation and any agreed written variations, constitute the agreement between Hello Props and the Client in relation to the project.
17.5. Where a separate written contract or agreement has been signed by both parties, the terms of that agreement shall take precedence to the extent of any conflict.
18. Governing Law and Jurisdiction
These Terms & Conditions shall be governed by and interpreted in accordance with the laws of England and Wales.
Any disputes arising in connection with these Terms & Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Contact
For any questions regarding these Terms & Conditions, please contact:
Hello Props,
Engravers House,
35 Wick Road,
Teddington,
Middlesex,
TW11 9DN
Email: info@helloprops.co.uk
Website: www.helloprops.co.uk