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TERMS & CONDITIONS
These terms & conditions apply to all web design, logo & branding design, and photography services provided by The Indie Design Co. to the Client. None of the information outlined below is meant to cause confusion, however, it is understandably difficult to digest, so… If you have any concerns or questions regarding this document, please contact me via the contact form, or by calling +44 (0) 7734 773 665 and I will be happy to clarify any point you are unsure of.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
**Please read these terms and conditions carefully. Any purchase or use of my services implies that you have read and accepted my terms and conditions**
ACCEPTANCE OF WEBSITE
In the event that the Client identifies a defect which is caused by the error or omission of The Indie Design Co. then The Indie Design Co. shall use best endeavours to correct such defect so that the website is in accordance with any milestone including the finished product set out in the contract.
The Client shall have five working days from the date of delivery of the finished website to satisfy itself that it conforms to the brief and that in any event the Client shall be deemed to have accepted the website if any part thereof is put into live use.
ACCEPTANCE OF DIGITAL & OTHER PRODUCTS
Acceptance of other products shall be deemed to occur at the time of delivery.
ACCEPTANCE OF PRINTED PRODUCTS
The Client acknowledges and agrees that the images and/or colours of any printed product may differ from any sample proof delivered on any media and for the avoidance of doubt any sample supplied shall not constitute a sale by sample.
Subject to the above clause, the Client shall have two working days from the date of delivery of the final printed product to satisfy itself that it conforms to the printed product requested. In any event the Client shall be deemed to have accepted the printed products if any part thereof is sold or used in any way.
The Indie Design Co. shall use reasonable endeavours to correct any defects in the printed products if any such defects are detected within the two working days as described above.
The Client acknowledges and agrees that The Indie Design Co. will supply to the Client a final amount of printed products and that the Client shall pay for any excess required.
Charges for services to be provided by The Indie Design Co. are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days. The Indie Design Co. reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
Charges for services to be provided by The Indie Design Co. are also reaffirmed in the project contract. The contract will be delivered in digital format via The Indie Design Co.’s website. The contract is downloadable/printable and access to this is always available.
Unless agreed otherwise with the Client, all The Indie Design Co.’s services require an advance payment of a minimum of fifty (50) percent of the project quotation total before work commences, with the remaining fifty (50) percent of the project quotation total due upon completion of the work, prior to upload to the server or release of digital and/or printed materials.
Payment for services is due by bank transfer or cash (if local). Bank details will be made available on invoices.
The Client acknowledges and agrees that estimates given may be subject to change and that a balancing payment may be required to pay the Charges in full.
The Indie Design Co. will provide the Client with an opportunity to review the appearance and content of the website or printed and/or digital design element during the design phase and once the overall project development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies The Indie Design Co. otherwise within five (5) days of the date the materials are made available to the Client.
TURNAROUND TIME & CONTENT CONTROL
The Indie Design Co. will install and publicly post or supply the Client’s website or printed and/or digital design element by the date specified in the project proposal, or at date agreed with Client upon The Indie Design Co. receiving initial payment, unless a delay is specifically requested by the Client and agreed by The Indie Design Co. In return, the Client agrees to delegate a single individual as a primary contact to aid The Indie Design Co. with progressing the commission in a satisfactory and expedient manner.
During the project, The Indie Design Co. will require the Client to provide website content; text, images, graphics, movies and sound files.
The Client acknowledges that The Indie Design Co.’s ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide) as well as the accuracy and completeness of any information and data the Client provides to The Indie Design Co.
The Client warrants that it owns all Intellectual Property Rights in all materials that it supplies to The Indie Design Co. for the provision of the Services and use in the Products.
The Client acknowledges and accepts that it takes full responsibility and accepts all liability for the use of and any registration and upkeep thereof of any name or logo that The Indie Design Co. uses or develops as part of the Services and Products (whether at the request of the client or otherwise) including (without limitation) any claim by any third party for infringement of Intellectual Property Rights.
FAILURE TO PROVIDE WEBSITE CONTENT
The Indie Design Co. is a small business, to remain efficient I must ensure that work I have scheduled is carried out within the agreed upon time frame. On occasions I may have to reject offers for other work and enquiries to ensure that your work is completed within the time agreed. This is why I ask that you provide all the required information in advance.
On any occasion where progress cannot be made with your website because I have not been given the required information in the agreed time frame, and I am delayed as result, I reserve the right to impose a surcharge of up to 25%.
If you agree to provide me with the required information and subsequently fail to do so within one week of project commencement, I reserve the right to close the project and the balance remaining becomes payable immediately.
**Simply put, all the above condition says is do not give us the go ahead to start until you are ready to do so**
NOTE: You will be sent content requests via my chosen content capture software, therefore, text content should be delivered through this method. Each page of your website will have its’ own request tab within the content capture software. These pages should have the same titles as the agreed website pages. Contact me if you need clarification on this.
Invoices will be provided by The Indie Design Co. at the agreed upon times (ie. before work commences & prior to release of the finished product). Invoices are sent via email and are due upon receipt.
The Client agrees to reimburse The Indie Design Co. for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, and stock photography, etc.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on The Indie Design Co. Web space, The Indie Design Co. will, at its discretion, remove all such material from its web space. The Indie Design Co. is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.
Clients with accounts in default agree to pay The Indie Design Co. reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by The Indie Design Co. in enforcing these Terms and Conditions.
The Indie Design Co. makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (ie. Google Chrome, Firefox, and Safari, etc.). The Client agrees that The Indie Design Co. cannot guarantee correct functionality with all browser software across different operating systems.
The Indie Design Co. cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, The Indie Design Co. reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
All The Indie Design Co. services may be used for lawful purposes only.
The Client agrees that it shall indemnify and keep indemnified The Indie Design Co. against all claims, demands, losses, damage, costs or expenses incurred by The Indie Design Co. as a result of a breach by the Client of any provision of this Agreement, law or regulation and as a result of any third party legal action or threatened action in relation to Intellectual Property Rights infringement whatsoever and howsoever arising.
INTELLECTUAL PROPERTY RIGHTS
The Indie Design Co. warrants that to the best of its knowledge and belief that Intellectual Property Rights (other than Third Party Products or materials supplied by the Client) in the Products are original to The Indie Design Co. provided that The Indie Design Co. cannot be, and is not, responsible for compliance of the Intellectual Property Rights with laws of all jurisdictions of the world. It is the Client’s responsibility to satisfy itself of such compliance.
In consideration of, and subject to, receipt of the Charges in cleared funds in full The Indie Design Co. grants to the Client a non-exclusive non assignable licence of the Intellectual Property Rights in the Products owned by The Indie Design Co. and the object code version of the Software provided always that The Indie Design Co. reserves the right to veto any use outside the scope of this licence (including any purported sub-licensing, on-selling or assigning) and the Client shall not reverse engineer or decompile the Software save as permitted by law.
The Indie Design Co. asserts its moral rights in the Products and the Client confirms that it shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Products without The Indie Design Co.’s prior written consent.
THIRD PARTY MATERIALS
The Indie Design Co. shall notify the Client of any Third Party Materials that it intends to use in the Products and the Client acknowledges and accepts that the Third Party Products shall be supplied to the Client in accordance with the respective copyright licensor’s terms.
The Indie Design Co. shall have no obligation to provide any source code to the Client. In the event that the Client wishes to enter into hosting and maintenance agreements with a third party then the Client acknowledges that The Indie Design Co. has no ongoing obligation to provide any support or maintenance of any form.
A link to The Indie Design Co. will appear in small type at the bottom of the Client’s website. If the Client requests that the design credit be removed, a nominal fee of 15% of the total development charges will be applied. The Client also agrees that the website or digital and/or printed design elements developed for the Client may be presented in The Indie Design Co. portfolio.
If the Client’s website is to be installed on a third-party server, The Indie Design Co. must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
POST PLACEMENT ALTERATIONS
The Indie Design Co. cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
The Indie Design Co. does not purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of The Indie Design Co. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
ASSIGNMENT / SUB-CONTRACTOR
The Indie Design Co. shall have the right to assign this Agreement or all or any of its rights and obligations hereunder at its sole and absolute discretion.
The Client shall not be entitled to assign this Agreement or all or any of its rights and obligations hereunder without the prior written consent of The Indie Design Co.
The Indie Design Co. may sub-contract the performance of any of its obligations under this Agreement.
RELATIONSHIPS OF PARTIES
Nothing in this Agreement shall create or be deemed to create a partnership, or the relationship of employer and employee between the parties.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature on the contract or payment of an advance fee constitutes agreement to, and acceptance of, these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
No variation of this Agreement (including without limitation the Contract) shall be effective unless it is in writing and refers specifically to this Agreement and is duly executed by each party.
LIMITATION OF LIABILITY
The Indie Design Co. hereby excludes itself, its Employees and or Agents from all and any liability from:
- Loss or damage caused by any inaccuracy
- Loss or damage caused by omission
- Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the website
- Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of The Indie Design Co. to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision.
This Agreement shall be governed by, and construed in accordance with, the law of England and Wales, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.