Terms and Conditions
1. Design and i is a trading name of Martin Hyde Limited. These terms and conditions should be read and understood (where applicable in conjunction with any quotation provided by Design and i and structure an obligatory agreement between the client(s) and Design and i.
2. These terms and conditions apply in full and exclude all other terms and conditions whether provided by the client or any third party unless previously agreed by Design and i in writing.
3. Design and i do, in consideration of the payment to them by client to of the fees as accepted in the quotation, agree to provide the goods and/or services described in the same quotation subject to these terms. Design and i reserves the right to contract out any project / work or part thereof to a third party with prior consent of Client. In this instant the third party contractor will be covered under the terms & conditions by Design and i.
4. The client will co-operate with and act in good faith towards Design and i and provide on request such source materials including those listed in the quotation.
5. Proofing of any artwork created by Design and i is the clients’ responsibility including any typographic and layout errors. Once the client has approved the artwork it will be sent to print.
Design and i will not be held accountable for any costs or losses incurred as a result of client error after the document has been approved by the client and sent to print. The responsibility of any errors found after print lies firmly with the client any errors resulting after the document has been sent to print will be the sole responsibility of the client and therefore payment of the design and print will need to be settled in full.
6. When Design and i is in receipt of a signed order form or an acceptance email / fax complete with a non-refundable payment of 50% of the total value of works, Design and i will commence work. No works will be entered into until such notification and payment has been received on completion of the agreed work as outlined in the initial Quotation.. Unless previously agreed in writing (by email, fax or letter) and signed by Design and i, the client shall pay Design and i the monies as prescribed on an official invoice without deduction within 15 days of the date of invoice.
7. Design and i shall be entitled to charge a one-off administration payment of £25 or 5% of the invoice value; whichever is the greater, on any overdue payment. Any additional reasonable costs incurred in the collection of such overdue payments will also be payable by the client.
8. Design and i may charge additional fees in the event of delays or additional works caused or required by the client, including its failure to provide Design and i with such information, materials, instructions, media or approvals, as are reasonably required for the supply of the works, appropriately and/or on time. Design and i also reserves the right to make additional charge in the event of changes to the cost of labour, materials, services and other conditions outside of Design and i reasonable control, or the client requires the supply of additional or varied works, goods and services in addition from those described in the quotation to which these terms apply. Design and i may increase the price for the designs if any information provided by the client proves to be untrue and in either case extra work is required on Design and i’s part as a result.
9. If the client requires any change or alteration to the works stated in the quotation, Design and i and the client shall, prior to any change being implemented, will agree the nature of the change, the procedures for implementation of such a change; and the deviation to the quotation in respect of the fees. Design and i will continue to provide the goods and/or services described in the quotation until any such change has been formally proposed and agreed by both parties.
10. All Intellectual Property rights, copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Design and i, in supplying the works and under this agreement will vest in and belong to Design and i unless otherwise agreed and specified in writing on the Request or otherwise and signed by both Parties. If works has been released to Client, Design and i retain title of them until such time as Client has paid the full fees.
11. For the avoidance of doubt, the Client is not permitted to alter, amend or imitate the Design(s) and/or Website except as specifically set out in the Quotation or otherwise agreed in writing (email, fax or letter) by Design and i.
12. In consideration of, and upon payment of, the fees in full, the client shall have the rights of Use as set out in the quotation. Such rights shall take effect on receipt by Design and i of the fees. Where no such rights are specified the client is granted a non-exclusive licence to use the works for the purpose described in the quotation. Rights of Use shall be extended only with the consent of Design and i and payment of additional fees.
13. The agreement constituted by these Terms & Conditions and the Quotation shall commence on the Effective Date and shall continue for a minimum term of 12 months (“Minimum Term”). The agreement shall continue thereafter unless and until either party terminates this agreement by giving one month’s notice in writing, such notice to be effective at any time after the end of Minimum Term.
14. Design and i work in designing and creating your website as a whole project and is not divisible between the front and back end functions in either time or money. However, Design and i shall be entitled to charge you a reasonable sum, such fee to be in Design and i’s discretion (taking into account the non-refundable fee) for all work carried out if this agreement is terminated prior to practical completion of the work.
15. Design and i may terminate this agreement or the provision of any service if the any payment due to Design and i has not been paid by the due date for that payment or if Client fails to provide Design and i any information, instruction, authorization, permission or assistance which we require from Client or Client to obtain in order to enable Design and i to complete the work is not provided within 21 days of Design and i giving Client a formal notice to provide it. Upon termination the Client shall, at the request of Design and i, arrange for the return of all drafts, final artwork and other materials provided by Design and i, and all copies therefore.
16. The client undertakes that it will keep secret and confidential the terms of this agreement and any information supplied by Design and i in connection with this agreement or the business of Design and i (including the Proposal) and the works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Design and i prior written consent provided that this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the client prior to the commencement of the negotiations leading to this agreement or which is in the public domain (other than as a result of a breach of this Clause); the client undertakes to Design and i to indemnify and hold harmless Design and i in full and defend at its own expense Design and i against all costs, damages and losses incurred by Design and i arising out of its use of the Materials or breach by the client of this clause.
17. The client shall not modify, adapt or translate the works except with the prior written consent of Design and i or as otherwise permitted by law where all modifications, adaptations, translations shall belong to and vest in Design and i unless otherwise agreed and specified in writing on the quotation. Acceptance of Design(s) and/or the Website shall be deemed to have taken place upon the occurrence of the Client uses any part of the Design(s) and/or Website for any revenue-earnings purposes or to provide any services to third parties other than for test purposes; or the Client unreasonably delays the provision feedback request in relation to the Design(s) and/or Website for a period of 21 days from the date of which Design and i requests such feedback.
18. Design and i warrants that it will use reasonable efforts to ensure that the works do not infringe the copyright of any third party. However Design and i accepts no responsibility for any infringement of copyrights to any third party, this responsibility lies firmly with the client.
19. The client shall inspect the works regularly and shall inform Design and i immediately if it wishes to reject any part of the works because such do not comply with the quotation or are defective in material and workmanship; if the works do not comply with the quotation or are defective in material and workmanship Design and i liability shall be limited to correcting such defects within a reasonable time.
20. Client shall only be entitled to reject the Works because such do not comply with the quotation or are defective in material and workmanship Rejection without good reason shall be deemed a breach of these terms.
21. Design and i shall not be liable to Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenue, anticipated savings, goodwill or business opportunity, or of any indirect or consequential loss or damage.
22. When instructions or advice are given or received orally by Design and i, it shall have no liability to Client for any misunderstanding or misrepresentation, which may arise in relation thereto except in relation to fraudulent misrepresentations. Design and i shall have no liability to the client in respect of the materials.
23. Design and i gives no warranty, representation or undertaking in relation to any third party materials or works. Prior to any selection, use or reproduction by the client of works, Design and i shall use reasonable efforts to, on reasonable request, provide the client with copies and evidence of such rights, clearances, permissions and licences as shall be necessary for the use of the works by the client.
24. Design and i shall be entitled to immediately restrict, suspend or terminate the works and the client’s use of any works and or terminate this Agreement upon the client’s material breach of this agreement (including without limitation the non-payment of any sum as and when due) unless the client remedies such breach within 14 days of its occurrence. Design and i will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of Design and i including without limitation Internet outages, communications outages, fire, flood, war or act of God.
25. The client may not unilaterally cancel its order of the works or otherwise terminate this agreement (except for material breach by Design and i of a fundamental term of this agreement) at any time without full payment of the fees.
26. Design and i may include the statement “Designed by Design and i”, together with appropriate copyright notices, on the Design(s) and/or Website.
27. During the course of this Agreement and for a period of 12 months afterwards, the client shall not solicit the staff or third party contractors of Design and i or entice them to transfer their employment or services.
28. This agreement is to be construed in accordance with English law and any dispute between the parties shall be subject to the exclusive jurisdiction of the English courts.