DISCOVERY DESIGN LIMITED TERMS AND CONDITIONS OF BUSINESS

Transcription

1 DISCOVERY DESIGN LIMITED TERMS AND CONDITIONS OF BUSINESS Orders are only accepted under the Terms and Conditions of Business published herein by Discovery Design Limited (herein referred to as the Company). The placing of any order with the Company by any person or organisation (herein referred to as the Customer) for any product or services of any type whatsoever shall amount to an unreserved acceptance in full by the Customer of these Terms and Conditions of Business. TERMS OF PAYMENT The Company s terms of payment are normally payment in full within 28 days of the invoice date. In some circumstances where specified differently by the Company in writing payment will be required in part or in full with order prior to commencement of work and/or at intervals throughout production. If payment terms are specified in writing by the Company in any project proposal presented by the Company to a Customer, payment will be required as detailed in such a proposal document. In the event of any delay, postponement or halt placed on production work for any project by the Customer, the Company reserves the right to present an invoice for payment in full either immediately or within 28 days for all work undertaken to date. Failure to comply with these payment terms by the Customer or non payment by the Customer of any order placed with the Company at any time may immediately without any prior notification and without any penalty whatsoever to the Company result in a suspension of any or all licenses, web applications, website and associated services including services, hosting or any other services including but not limited to the Annual Advanced Website Services Package until payment in full is received as cleared funds by the Company. DEADLINES AND DELAYS It is the sole responsibility of the Customer to ensure that all materials necessary for completing any order are forwarded to the Company within four weeks of placing the order or as specified in writing by the Company or as detailed in any proposal document provided by the Company to the Customer. Failure of the Customer to forward the necessary materials or information to the Company for the completion of any order shall not be an eligible reason for any cancellation of any order, any refund of monies paid or the waiving of monies due to be paid to the Company. The Company shall not be liable for any loss or

2 damage consequential or otherwise occasioned by either any delay in the completion of any order, failure to complete any order placed by the Customer or any periods when the Customer's internet presence or services provided by the Company are not accessible due to technical reasons, maintenance, criminal activity or suspension of services provided to the Customer by the Company due to non-payment by the Customer. Such delays or lack of availability of the internet presence or services are not eligible reasons for any claims, cancellation or refund of any monies paid or due to be paid by the Customer. AMENDMENTS, ALTERATIONS AND ADDITIONS Corrections of mistakes made by the Company and notified by the Customer as a result of the Customer's essential proofing procedures will normally be undertaken free of charge by the Company. However, any and all amendments, modifications, alterations, updates and additional work or services requested by the Customer above the original specification presented to or by the Customer in any order made by the Customer with the Company will be charged as an extra to the Customer by the Company. The exclusive and sole maintenance contract for any and all amendments, modifications, alterations, updates and additional work or services requested by the Customer above the original specification presented to or by the Customer in any order made by the Customer with the Company for but not limited to websites, web applications, programming, software and other developments as well as website artwork, operating technologies, graphic design and origination work and any and all other services provided, designed, constructed and created by the Company or hosted on the servers of the Company shall rest solely with the Company at the charges normally specified to the Customer in writing. Where a costing in writing has not been required by a Customer then any and all amendments, modifications, alterations, updates and additional work will be charged to the Customer at the current hourly rate of 40+vat and minimum charge of 40+vat and in the case of programming 60+vat and minimum charge of 60+vat. These hourly rates will increase from time to time in the future normally in line with the rate of inflation or due to increased operating costs. No such amendments, modifications, alterations, updates and additional work or services will be undertaken by the Company without the prior instruction of the Customer.

3 Where changes in external technologies that occur after the completion of any order necessitate amendments, modifications, alterations, updates or additional work then these will be chargeable to the Customer. CANCELLATIONS The Company shall have at its absolute discretion the absolute right to cancel and cease work on any order placed by the Customer without prior notice, without assigning any reason and without any penalty whatsoever for any costs, loss or damage consequential or otherwise. Where the Company cancels or ceases its services on any order made by the Customer, a pro-rata refund of only the annual services, hosting and management charges paid or due to be paid to the Company by the Customer will be made for the amount of any contract year remaining. In the event of cancellation of any order or service by the Customer which must be in writing then the Company shall remove the Customer's internet presence and cease the services provided. There will be no refunds of monies paid or the waiving of monies due to be paid by the Customer to the Company in the event of the Customer s cancellation of any order or service. MATERIAL SUBMITTED All manuscripts, photographs, illustrations, materials, content and information required for the completion of any order must be provided solely by the Customer. Any order placed by the Customer is accepted by the Company on the strict understanding that the order submitted, the completed order and all manuscripts, photographs, illustrations, materials, content and information submitted by the Customer as sole publisher for use in any order placed by the Customer do not contravene any Act of Parliament or local bylaws or infringe intellectual property rights, copyrights, reproduction rights, model fees or constitute a misrepresentation, defamation or libel. By placing any order with the Company the Customer agrees and guarantees to accept full responsibility in all such matters and to indemnify the Company in full in respect of any breach thereof. All material submitted to the Company by the Customer must comply with the British Code of Advertising Practice and must in no way contravene the Trade Descriptions Acts.

4 The intellectual property rights, copyrights and reproduction rights of all manuscripts, photographs, illustrations, materials, content and information submitted to the Company by the Customer as sole publisher of the content they provide for use in their orders must be the sole property of the Customer or the Customer must have received the appropriate written permissions from all licensors and intellectual property rights, copyrights and reproduction rights owners. By placing any order with the Company the Customer agrees and guarantees to accept all liability for any breach of any licensed material, intellectual property rights, copyrights and reproduction rights and indemnify the Company in full from any claims and costs arising from any breach thereof. The Company reserves the right to request the Customer to provide alternative manuscripts, photographs, illustrations, materials, content and information in the event that the Company rejects any or all materials submitted by the Customer as unsuitable for whatsoever reason at the sole discretion of the Company. Rejection by the Company of any manuscripts, photographs, illustrations, materials, content and information provided by the Customer or the failure or delay of any such submitted material to be published will not provide eligible grounds for cancellation of any order or a refund of monies paid or the waiving of monies due to be paid to the Company. Failure of the Customer to forward to the Company any necessary manuscripts, photographs, illustrations, materials, content and information for the completion of any order shall not be an eligible reason for cancellation or a refund of monies paid or due to be paid by the Customer to the Company. PROOFING AND VERIFICATION The Company shall not be liable for any loss or damage consequential or otherwise occasioned by any error in the work undertaken. It is the sole responsibility of the Customer upon completion of any order and before publication and projects going live to immediately and thoroughly proof, confirm and guarantee that all content is completely accurate and to their total satisfaction. In the event of any errors or inaccuracies being identified then these must be immediately reported to the Company in writing. INSURANCE OF MATERIALS It is a strict condition of the Company's Terms and Conditions of

5 Business that the Customer must fully insure their property and materials presented to the Company and whilst in the possession of the Company for the fulfilment of any order against all eventualities of loss or damage and that the Customer will fully indemnify the Company which shall have no liability against all such eventualities and claims for either damage or loss whether consequential or otherwise. WEBSITE, WEB APPLICATION AND SOFTWARE DESIGN, MAINTENANCE, HOSTING AND ACCESS The exclusive and sole contracts for website design and development, website artwork, web applications, operating technologies, programming, software design and development, graphic design, origination work, other developments, other services and hosting services including but not limited to our Annual Advanced Website Services Package that are required for the fulfilment of any order placed by the Customer with the Company shall rest solely with the Company at all times. The exclusive and sole maintenance contract for any and all amendments, modifications, alterations, updates and additional work or services requested by the Customer above the original specification presented to or by the Customer in any order made by the Customer with the Company for but not limited to websites, web applications, programming, software and other developments as well as website artwork, operating technologies, graphic design and origination work and any and all other services provided, designed, constructed and created by the Company or hosted on the servers of the Company shall rest solely with the Company at all times. Other than any optional extras or additional facilities and services charges, all amendments, modifications, alterations, updates and additional work will currently be charged at the hourly rate of either 40+vat and minimum charge of 40+vat and in the case of programming 60+VAT and minimum charge of 60+vat all of which will increase from time to time normally in line with the rate of inflation or due to an increase in operating costs. No such amendments, modifications, alterations, updates and additional work or services will be undertaken by the Company without the prior instruction of the Customer. Exclusive and sole access to the operating technologies of any websites, web applications, programming, software and other developments as well as website artwork, operating technologies,

6 source code, graphic design and origination work designed and created by the Company and the servers upon which they are hosted or stored rests exclusively and solely with the Company at all times. It is at the sole discretion of the Company where any websites, web applications, programming, software and other developments as well as website artwork, operating technologies, source code, graphic design and origination work designed and created by the Company are hosted and stored. Any and all websites, web applications, programming, software and other developments as well as website artwork, operating technologies, source code, graphic design and origination work designed and created by the Company can only be hosted on the servers of Discovery Design Limited and the use of any of which are only licensed to the Customer normally on an annual basis in chargeable units of one year. The exclusive and sole ownership, intellectual property rights, copyrights and reproduction rights of any and all websites, web applications, programming, software and other developments as well as website artwork, operating technologies, source code, graphic design and origination work designed and created by the Company and all other materials provided by the Company remain the sole property of the Company at all times and can not be amended, copied, transferred, published or utilised in any way or used in any other form or media without the prior written agreement of the Company. By placing an order with the Company the Customer fully understands, agrees and fully accepts that the Company may be the sole licensee for the use of specific photographs, images, software, technologies, artwork and other materials used within the work undertaken for any order placed by the Customer under the Terms and Conditions of Business detailed herein and these specific photographs, images, software, technologies, artwork and any and all other materials may not be copied, transferred, published or utilised in any way or in any other form or media without the prior written agreement of both the Company and the respective licensors and intellectual property rights, copyright and reproduction rights owners. SEARCH ENGINE SUBMISSIONS The Company agrees to submit any website licensed by the Customer following order completion to a number of search engines selected at the

7 sole discretion of the Company for their consideration of being featured in their search results. The Company has no influence over which websites that the search engines choose to list and as a result the Company is not liable if the Customer's website is not listed at all or is not listed to the Customer s satisfaction. The Company does not and can not guarantee where the pages of any website may actually be listed in any search results on any search engine. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS, COPYRIGHTS AND REPRODUCTION RIGHTS The exclusive and sole ownership, intellectual property rights, copyrights and reproduction rights of any and all websites, web applications, programming, software and other developments as well as website artwork, operating technologies, source code, graphic design and origination work designed and created by the Company shall rest solely with the Company at all times. The Customer only licenses the use of the services provided by the Company for the fulfilment of any order and the Customer does not have any rights or ownership in any way whatsoever of any intellectual property rights, copyrights and reproduction rights of any and all websites, web applications, programming, software and other developments as well as website artwork, operating technologies, source code, graphic design and origination work designed and created by the Company or any hosting or other services including but not limited to the Annual Advanced Website Services Package provided by the Company. These licenses for the services provided and any hosting or other services including but not limited to the Annual Advanced Website Services Package will normally be for an initial period of one year which may be renewed strictly in periods of one year at a repeat charge which may increase normally in line with the rate of inflation or due to an increase in operating costs. It will be the sole responsibility of the Customer to advise the Company in writing strictly within 28 days prior to the expiry of any such contracted annual license, hosting or any other services including but not limited to the Annual Advanced Website Services Package, but at least seven days prior to the expiry of any such contracted annual license, license, hosting or other services including but not limited to the Annual

8 Advanced Website Services Package, if they do not wish to renew and continue with such a contracted annual license, hosting or any other services including but not limited to the Annual Advanced Website Services Package for the following year. Without such specific written instruction the Customer agrees and confirms to renew and extend any such contracted annual license, hosting or any other services including but not limited to the Annual Advanced Website Services Package by one more year and to continue to agree to and be bound by all the Terms and Conditions of Business of any such previous contract. In the case of such renewal the Customer must make payment within 28 days of the renewal date. Please note that the Company only provides licenses, hosting or other services including but not limited to the Annual Advanced Website Services Package in time-units of one year and in the event of earlier cancellation no pro-rata refunds are available. The specification of the Company s annual hosting and Annual Advanced Website Services Package can be found at The Company reserves the right without notice and without penalty to amend the costs and specification of the Company s annual hosting and Annual Advanced Website Services Package services from time to time as they feel necessary or due to availability and changes in technology or is enforced upon the Company by third party providers or increased costs. The Company s annual hosting and Annual Advanced Website Services Package specification includes a monthly allowance for allocated server space, bandwidth and with any additional usage or requirements being charged to the Customer on a pro-rata basis as may arise at any time. By placing any order with the Company the Customer agrees and fully accepts that the specification and costs of any services provided by the Company may change from time to time. In the event of the Customer requesting to purchase and transfer any websites, web applications, programming, software, other developments, website artwork, operating technologies, source code, graphic design and origination work designed and created by the Company that may be associated with any license and service provided to the Customer then this is not possible and will never be permitted. The sole ownership, intellectual property rights, copyright, hosting and management of these rests exclusively and solely with the Company at all times.

9 By placing any order with the Company the Customer fully understands, agrees and fully accepts that any website, web application and services, licenses, hosting or any other services including but not limited to the Annual Advanced Website Services Package provided by the Company to the Customer are not available for 100% of the time and the Customer also confirms that they will not hold the Company liable in any way whatsoever for any losses, claims or damages that may arise as a result of periods where any such services are unavailable for such as technical reasons, maintenance, suspension of services due to nonpayment by the Customer or criminal activity. The Customer also agrees to indemnify the Company in full for any such losses, claims or damages. DOMAIN NAMES In the event of the Customer wishing to purchase and transfer the Registrant status of any bespoke domain name owned by the Company and provided to the Customer for use within any order, then this may be made available at the sole discretion of the Company and at a charge to be determined solely by the Company at that time. OPTIONAL EXTRAS AND ADDITIONAL WORK Any optional extras or additional services ordered by the Customer at any time are, where applicable, normally contracted to run in association with existing licenses and any hosting or other services including but not limited to the Annual Advanced Website Services Package periods and must be paid for by the Customer in advance or immediately as specified. GENERAL MATTERS All contracts between the Company and the Customer shall be deemed to have been made in England under English Law and any dispute between the Customer and the Company will be settled in a court location determined solely by the Company. The Customer also gives their full unreserved permission for the Company and any other company within the Discovery Group of independent Design, Publishing and Marketing Companies as defined solely by Discovery Design Limited to contact them without complaint or penalty for whatsoever reason and at any time and by any means whatsoever including telephone, fax and even though the Customer may be registered with any organisation normally preventing such contact such as the Telephone Preference Service and Fax Preference Service. Withdrawal

10 of this contact permission by the Customer must be made in writing and forwarded to the Company only by Recorded Delivery Post. The placing of an order by the Customer shall represent their unreserved acceptance of and unreserved agreement with the Company s standard Terms and Conditions of Business detailed herein. The person placing an order with the Company on behalf of the Customer confirms and guarantees that they have complete authority to place such an order on behalf of the Customer and agrees to personally indemnify the Company in the event of any breach thereof. By placing any order with the Company the Customer or person placing an order on behalf of the Customer agrees and confirms that the only Terms and Conditions of Business that form the basis of the order between the Company and the Customer are those published by the Company in writing upon this document or as amended in writing by all directors of the Company and that there are no amendments or alterations whatsoever to those Terms and Conditions of Business that may be alleged to have been suggested or implied verbally in discussion with representatives of the Company regarding the nature of any order. Discovery Design Limited, The Rivergreen Centre, Aykley Heads, The City of Durham, County Durham, DH1 5TS Tel: enquiries@discoverydesign.co.uk Web: Version: 15 December Our latest Terms and Conditions of Business may be found online here at