Design.Co Terms & Conditions
These are our terms and conditions for trading. If you accept a quote or estimate that we supply, then you accept them and agree to be bound by them.
1. Provision of Services
1.1 Design.Co will provide you with the services set out in the design agreement. Only those services mentioned will be provided by Design.Co and any amendments, add-ons or schedule changes must be agreed in writing. This and the following clauses are the general terms and conditions on which those services are supplied and together with any design agreement form the total agreement between us.
2. Costs and Payments
2.1 You must pay all charges as set out in the design agreement. As prices quoted by Design.Co may change at any time without notice, please check the price on your design agreement before confirmation. Cost estimates and quotations are valid for a period of 30 days unless otherwise stated. In the case of an estimate, the final cost may vary from that given.
2.2 You will remain liable for all fees during any period when services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions.
2.3 You will be invoiced as agreed in your design agreement, or if no invoicing details are given then 50% of the total sum will be required before commencement, and the remainder upon completion. All accounts are payable before delivery of final artwork, goods, services or uploading of final files to live sites.
2.4 Ownership of all printed material and goods obtained as a part of the design agreement remains with us, Design.Co, until payment in full has been made by you.
2.5 You must pay Design.Co charges without any set off, counter claim or deduction unless same is agreed in writing between us.
2.6 Design.Co reserves the right to prioritise early paying clients and to charge urgency fees for turnaround within 3 working days.
2.7 Agreed costing is conditional on you supplying data required for work within 10 working days of confirmation of order or as agreed. Design.Co reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.
2.8 No final artwork, printed material or files will be delivered until final invoices are paid in full. Payment by cheque will necessitate waiting for clearance before supply of files. Delivery being one or more of the supply of printed material; the supply of final artwork digital files to printer, on disk, via email or uploaded to nominated ISP. Source/construction files remain the property of Design.Co unless arranged otherwise.
2.9 Quotations and estimates which include print work will allow for Design.Co to procure, manage and deliver the finished work from a printer, and to resolve any issues that arise during that process. For jobs which are design only (i.e. if you arrange the printing yourself, or via a third party) the responsibility of Design.Co extends only to supplying you with the finished artwork files ready for print.
2.10 Design.Co will comply with the Late Payments of Commercial Debts (Interest) Act 1998, the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts Regulations 2013. This means that if you do not pay us on time, we may charge you extra. Similarly, if we are obliged by law to pay extra to you because of late payment legislation, we agree to do so.
3. Limitation of Liability
3.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by Design.Co not contained in the Agreement are excluded and Design.Co WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the service.
3.2 Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of Design.Co relationship with you, or otherwise gives you a particular remedy against Design.Co and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between Design.Co and you. However, Design.Co liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at Design.Co option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.
3.3 You acknowledge that online and printed work is not guaranteed to be 100% error free and acknowledge that the existence of errors falling short of a complete failure of consideration shall not constitute a reason to terminate this agreement.
3.4 All content provided for use online may be published on the internet and as such cannot be fully protected from copying or downloading by anybody.
4. Suspension of Services
4.1 Design.Co reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us, websites may be taken down or delivery of printed material may be withheld until payment is confirmed.
4.2 Design.Co may from time to time and without notice or liability to you, suspend any of the services if the reason for doing same is an event beyond the reasonable control of Design.Co
5.1 Design.Co may discontinue services if an amount payable to Design.Co is overdue, or take down a website permanently in any case where an amount payable is overdue by more than 30 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.
5.2 Design.Co has a right to refuse service without giving notice or if you breach our agreement. This will not re-instate any terminated service including removal of websites.
6. Contents and Undertaking
6.1 You will be solely responsible for the content you provide. Design.Co is not responsible for proof reading any content unless specifically agreed.
6.2 Design.Co makes no representations to you concerning the content or functionality of your website beyond that in the design agreement. It is your responsibility to ensure that it meets your requirements.
6.3 If you provide Design.Co with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify Design.Co against any action taken against Design.Co by any such third party.
6.4 Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply or issue libelous, abusive, obscene material, distribute spam, warez or malware, or disparage the products or services of any third party.
6.5 Design.Co for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.
6.6 You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.
7. Technical Support, Changes and Maintenance
7.1 Technical assistance via telephone, remote login or email will be offered. Queries taking more than 15 minutes to deal with or site maintenance will be charged at hourly rates.
8. Web Hosting, email, retention and backup of data
8.1 If you choose to organise your web hosting arrangements yourself, final exported sites will be uploaded to your preferred host company or supplied on disk to you at the cost agreed in the design agreement. If you prefer to use alternative hosting then full access to the alternative server will be required, and it must be adequate to host the site.
8.2 Please note that Design.Co accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers (ISPs) and your Hosting provier.
8.3 Design.Co may retain copies of any data you supply to it at any time, and copies of any content or derivatives created in the course of any work undertaken as a part of this agreement. This retention is not a guarantee that your data will be kept in the future. Design.Co does not undertake to retain this data or copies of it longer than is necessary to finish the work unless such retention is an explicit part of the agreement. Data relating to a client will not normally be given to a third party without the explicit permission of the client; except in the course of delivering an agreed service, for example by uploading data to a server, or sending a file to a printing service. See also 10.5 below.
8.4. Email and records of email transactions are not necessarily retained after the message is accessed. Email will not be backed up for recovery in case of failure or loss unless this backup service is explicitly stated in the agreement.
9. Dispute Resolution
9.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavor to:
(a) Clearly communicate in writing the background facts leading to or causing the dispute.
(b) Set out clearly what action is required to settle the dispute.
(c) Select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution.
(d) Discuss specific means of avoiding such disputes in the future.
9.2 Attempts to resolve the dispute must follow the following procedure:
a) The person complaining shall set out in writing the background, the issues and the outcome desired.
b) The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
c) If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or Alternative Dispute Resolution (ADR) provider listed in a relevant publication of the Department of Workplace Relations and Small Business or similar government department within 10 business days.
d) If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
e) In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 7 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
f) Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the dispute settlement procedure.
10. Intellectual Property
10.1 All creation files remain the property of Design.Co.
10.2 The copyright to the work or any part of it, where held Design.Co, remains with Design.Co and is licensed for use in the work/s identified in the design agreement only unless otherwise stated. Other material remains the copyright of the copyright owner unless explicitly transferred. If the client wishes to obtain the copyright outright or wishes to use material (e.g. text, a photograph or graphic image) for other purposes, then the client must seek the consent of Design.Co and/or the copyright holder to do so.
10.3 You (the client) will supply all materials and information required for Design.Co to complete the work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed materials. Such materials remain the copyright of the copyright holder. The client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, images of persons, logos, names and trademarks or any other material it supplies or requests. This is to include any and all model release agreements for images of identifiable individuals. Design.Co will not undertake any checks on such permissions and authorities which responsibility remains with the client.
10.4 Nothing in this agreement shall restrict the right of Design.Co to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, trade and distribute any item created or modified under this agreement for any purpose unless specifically agreed otherwise. Further, Design.Co shall be free to use any ideas concepts know-how or techniques acquired in undertaking work on your behalf for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
10.5 Design.Co complies with the requirements of the Data Protection Act relating to personal data.
10.6 Design.Co will respect the confidentiality of client data but it is the responsibility of the client to inform Design.Co at the start of the agreement of the nature and extent of any confidential data used under this agreement, and to advise of any special precautions or provisions which must be made to maintain this confidentiality both during and after the agreement. This includes any restriction on the retention of files, use of material for publicity, and reuse of material for other purposes. See also 3.4 and 8.4 above.
10.7 You give consent for Design.Co to use your name and logo in publicity referring to the work/s identified in the design agreement
Design.Co is committed to safeguarding the privacy of our users and clients; this policy sets out how we will treat your personal information.
11.1 We may collect, store and use the following kinds of personal data:
(a) information about your computer and about your visits to and use of this and other websites we manage (including your IP address, geographical location, browser type, referral source, length of visit and number of page views);
(b) information relating to any transactions carried out between you and us, including information relating to any purchases you make of our goods or services;
(c) information that you provide to us to contact you including your name, contact details and physical address;
(d) information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters;
(e) any other information that you choose to send to us.
11.3 Personal data submitted to Design.Co will be used for the purposes specified in this agreement or as otherwise specified. We may use your personal information to:
(a) provide goods and services to you.
(b) send statements and invoices to you, and collect payments from you.
(c) send you general commercial communications.
(d) send you email notifications which you have specifically requested.
(e) send to you our newsletter and other communications relating to our business which we think may be of interest to you by post or by email or similar technology (you can inform us at any time if you no longer require marketing communications).
(f) provide third parties with statistical information about our users – but this information will not be used to identify any individual user.
(g) deal with enquiries and complaints made by or about you.
Where you submit personal information for publication on websites we manage, we will publish and otherwise use that information in accordance with the license you grant to us. We will not without your express consent provide your personal information to any third parties for the purpose of direct marketing.
11.4 We may disclose information about you to any of our employees, officers, agents, suppliers, sponsors or subcontractors insofar as reasonably necessary for the purposes as set out in this agreement in the following circumstances:
(a) to the extent that we are required to do so by law.
(b) in connection with any legal proceedings or prospective legal proceedings.
(c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk); and.
(d) to the purchaser (or prospective purchaser) of any business or asset which we are (or are contemplating) selling.
11.6 You will let us know if the personal information which we hold about you needs to be corrected or updated and we agree to make such corrections and updates in a timely way. You may ask us to provide you with any personal information we hold about you or to delete all of it and we will do so. Provision of such information may be subject to the payment of a fee (currently fixed at £10.00). You may instruct us not to process your personal data for marketing purposes by email at any time. (In practice, you will usually either expressly agree in advance to our use of your personal data for marketing purposes, or we will provide you with an opportunity to opt-out of the use of your personal data for marketing purposes.)
12.1 If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement between us. The remaining terms and conditions remain in full force and effect.
12.2 Written communications between us may take the form of letters, formal documents, faxes or emails.
12.3 Design.Co may require a personal guarantee from the Director of a company in cases where files/artwork is required before payment.
Updated 1st April 2017.