Terms & Conditions of Graphic Design

1. General

These are the main terms of business of the Agency (“the terms”).
In the terms: “the Agency” shall mean Visual Identity Creative Limited (Registered in England no: 4934932) and any successors or assigns.
“Authorised Representatives” means in the case of the Agency, any director, and in the case of the Client, any director, partner or sole proprietor.
“The Client” shall mean any individual, firm, company or other parties with whom the Agency contracts or seeks to contract.
“The Contract” means any agreement for the provision of Services and/or Materials by the Agency to the Client.
“Estimate” means an estimate or revised estimate sent to the Client by the Agency on the Agency’s headed notepaper or by email detailing, the description and price of the Materials and/or Services.
“The Services” means any contracts for the provision of design consultancy services to the Client of whatsoever nature, including the Materials.
“The Sub Contractor” shall mean exhibition display organisers, bureaus, printers and other suppliers engaged by the Agency.
“Materials” shall mean design visuals, digital reproduction/artwork, films, display material, printed items, digital media and, all matter analogous to the above.

2. Costs

2.1 The Client has 30 days within which to accept the Estimate of the Agency to provide the Services in accordance with these terms. For the avoidance of doubt, the current costs for any Contract shall be the costs indicated on the latest Estimate (by date).
2.2 The Client shall pay the Agency for the Services and the Materials such sums at such times as specified in the Estimate, which shall include any revised charges for changes to the Contract.
2.3 Estimates are based on the client’s current costs of production and, unless otherwise agreed, the Agency reserves the right to amend on or at any time after acceptance of an estimate on giving notice to meet any rise or all in such costs which is due to any factor beyond the Agency’s control.
2.4 Where a Sub Contractor is employed by the Agency, the Agency shall get an estimate from the Sub Contractor and seek the client’s approval of the Sub Contractor’s fees.
2.5 The Client may not cancel, rescind or repudiate any Contract which has been accepted by the Agency except with the prior written agreement of the Agency and on terms that the Client shall indemnify the Agency in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Agency as a result of cancellation, recission or repudiation for all work up to and including the date of cancellation, recission or repudiation.
2.6 Time for payment for the Services and/or the Materials shall be of the essence.
2.7 The Client shall be deemed to have authorised the Agency to purchase all Materials once any Estimate is accepted.
2.8 Except as otherwise agreed between the parties, the Materials and/or Services are accepted by the Client on the basis that the price quoted is ex-works and is exclusive of any value added tax, special packing materials, carrier charges, delivery, insurance or customs duties, which costs shall be borne directly by the Client.

3. Tax

The Agency reserves the right to charge the amount of any Value Added Tax payable whether or not included in the estimate or invoice.

4. Permission and Copyright

Where advertising, photography, artwork or design has been commissioned, the parties agree that copyright for all work carried out is retained by the Agency. Where any such material has been supplied to the Client for its use the parties agree it shall only be used directly for the purposes authorised by the Agency. Once the Agency has received payment in cleared funds, the usage rights shall transfer to the Client, but copyright is retained by the Agency.

5. Client’s property

5.1 Except in the case of a client who is not contracting in the course of a business or holding himself out as doing so Client’s property and all property supplied to the Agency by or on behalf of the Client shall while it is in the possession of the Agency or in transit to or from the Client be deemed to be at the Client’s risk unless otherwise agreed and the Client should ensure its property accordingly.
5.2 The Agency shall be entitled to make a reasonable charge for the storage of any Client’s property left with the Agency before receipt of the order or after notification to the Client of completion of the work.

6. Variations

Variations to these Terms shall only be permissible if agreed in writing by Authorised Representatives of the parties.

7. Illegal matter

7.1 The Agency shall be under no obligation to print any matter, which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.
7.2 The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Client. The indemnity shall extend to any amounts paid in respect of legal costs in settlement of any claim.

8. Liability

8.1 Apart from damages claimed from death or personal injury, only direct other losses directly arising from the Agency’s work shall be the Agency’s responsibility and all other claims are expressly excluded.
8.2 Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Agency and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to the Agency and the carrier within seven clear days so delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to the Agency within 28 days of delivery. The Agency shall not be liable in respect of any claim unless the aforementioned requirements have been
complied with except in any particular case where the Client proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

9. Clients obligations

The Client undertakes to do the following:
9.1 Give clear and precise instructions and in respect of matters important to the Client, these must be confirmed in writing.
9.2 To pay in full, within 30 days of invoice date, each and every invoice or as otherwise detailed in any Estimate; in default, the Agency reserves the right to charge interest from the invoice date at the rate of four percent over the base rate from time to time of Barclays Bank PLC both before and after judgment. 9.3 Any variation of cancellation of the Agreement by the Client shall give the Agency the right to recover losses flowing there from on a full indemnity basis.
9.4 The Client is to adhere to any agreed interim or stage payment billing and payment agreement as agreed between the parties from time to time.

10. Proofs

10.1 Proofs of all work may be submitted for Client’s approval and the Agency shall incur no liability for any errors not corrected by the Client in proofs so submitted. Client’s alterations and additional proofs necessitated thereby shall be charged at an extra cost.
10.2 When style, type or layout is left to the Agency’s judgment, any changes made by the Client shall be charged as extra items and shall be invoiced to the Client at the Agency’s then current hourly rate.
10.3 If the Client fails to notify the Agency of any amendments, the Client shall be deemed to have checked and accepted the proof and the Agency shall have no liability in respect of claims, charges or variations subsequently necessitated.

11. Standard terms

The Agency will use reasonable endeavours to comply with the Printing Industry’s Best Practice documents and Codes of Practice provided from time to time and in the event of a conflict between those and these Terms, then these Terms shall prevail.

12. Delivery and payment

12.1 Delivery of work shall be accepted when tendered.
12.2 Unless otherwise specified, the price quoted excludes delivery.
12.3 Should expedited delivery be agreed an extra charge may be made to the Client to cover any overtime or any other additional costs involved.
12.4 Should work be suspended at the request of or delayed through any default of the Client for a period of 30 days the Agency shall immediately upon the expiry of the 30 day period be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
12.5 The Client will either pay each invoice in full in cash or cleared funds within thirty days from the date of such invoice or on terms detailed in any relevant Estimate, failing which the Agency shall be entitled to cease all further work on behalf of the Client without liability in respect of any loss or damage sustained by the Client as a result.
12.6 Notwithstanding the Agency’s liability to cease any further work in accordance with clause 12.5 of these Terms, the Client shall not in any respect be released from its obligations to the Agency under any Contract.

13. Estimates

All prices quoted are dependant upon sight of relevant instructions, brief, copy, images, artwork and other such materials.

14. Timetable

If a timetable is agreed between the parties, the Agency will only be expected to comply with the deadlines if the Client does likewise and in as much as the Client has not delayed or altered the brief in any way.

15. Risk

Risk in the Materials shall pass to the Client on delivery.

16. Property

16.1 Notwithstanding delivery of the Goods (or of any documents representing the Goods) the property in the Goods shall remain with the Agency until the Client has paid the Agency in full in cash or cleared funds and the Client shall hold such Goods in a fiduciary capacity as the Agency’s bailee until such payment has been made in accordance with Clause 12 above.
16.2 Until property in the Goods has passed to the Client in accordance with clause 16.1 above and without prejudice to the Agency’s other rights:
16.2.1 The Client shall (unless otherwise agreed by the Agency in writing) take all reasonable steps to ensure that all Goods which are in the possession or control of the Client or the Client’s agents or customer are kept fully insured and labelled or otherwise marked and kept apart from all other goods so that they may be readily identified and separated from other goods of the Client and third parties.
16.2.2 The Agency shall have the right to require the Client to deliver up the Goods and if the Client fails to do so to re-possess the Goods and for that purpose to go upon any premises of the Client or any third party where the Goods are stored.
16.2.3 The Agency may maintain an action for the price of the Goods.

17. Variations in quantity

Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of five percent for work in one colour only and 10 percent for other work being allowed for overs or shortage (4 percent and 8 percent respectively for quantities over 50,000) the same to be charged or deducted.

18. Delay

18.1 The Agency will use reasonable endeavours to comply with any date or dates for the supply of the Services and/or the Materials, save that unless the Contract otherwise expressly provides, such date or dates shall constitute only statements of expectation and shall not be binding. Accordingly, the time of the supply of the Services or the Materials shall not be of the essence of the Contract and if the Agency fails to supply the Services or the Materials by any specified date, such failure shall not constitute a breach of the Contract and the Client shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.
18.2 If the Agency shall be prevented or hindered from supplying the Services and/ or the Materials or any part thereof by any circumstances beyond its reasonable control (Force Majeure) for any Materials and/or Services deliverable (within the United Kingdom, by close of business on the fiftieth day from the date of acceptance of the Contract and for any Materials and/or Services deliverable outside the United Kingdom, by close of business on the one hundredth day from the date of acceptance of the Contract), performance of the Contract shall be suspended for so long as the Agency is so prevented or hindered PROVIDED THAT if the performance of the Contract shall be suspended for more than one hundred and fifty days the Agency shall be entitled by notice in writing to the Client forthwith to terminate the Contract or cancel any outstanding part thereof and in such circumstances the Client shall pay at the rates specified above for all the Services and/or the Materials supplied and materials used by the Agency to the actual date of such termination and the Agency shall not have any liability to the Client for any direct or consequential loss or damage suffered by the Client as a result of the Agency’s inability to perform its obligations under the Contract in the circumstances mentioned above.
18.3 For the purposes of clause 18.2, Force Majeure shall mean fires, strikes, insurrection or riots, embargoes, or delays in transportation, inability to obtain supplies and raw materials or any other circumstances of any kind whatsoever beyond the reasonable control of the Agency which results in the party being in breach of its obligations under this Agreement.
18.4 The Agency shall not be liable for any claim or claims for direct or indirect consequential or incidental injury, loss or damage (other than for death or personal injury as a result of the Agency’s negligence) made by the Client against the Agency (whether in contract or in tort including negligence on the part of the Agency, its servants or agents) arising out of or in connection with the Services or the Materials or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the Contract or a breach of a fundamental term thereof) of the Agency, its servants or agents in the performance of the Contract.
18.5 Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude or restrict liability for breach of any obligation arising from the Supply of Goods and Services Act 1982 as against the Client if he is dealing as a consumer as defined by Section 12 of the Unfair Contract Terms Act 1977.
18.6 The Agency makes no representations as to the benefit of the Customer arising out of the provision of the Services and there is neither expressed nor shall thereby be implied into the Contract any conditions or warranties as to the same.

19. Lien

Without prejudice to any other remedies which the Agency may have, the Agency shall in respect of all debts due and payable by the Client to the Agency have a general lien on all goods and property belonging to the Client in its possession and shall be entitled upon the expiration of fourteen days’ notice to the Client to dispose of such goods or property as it thinks fit and to apply any proceeds of sale thereof to the payment of such debts.

20. Non-assignment

The Client may only assign any claims and obligations under these terms of business to third parties after having obtained the prior written approval of the Agency.

21. Waiver

Any waiver of any breach of these Terms shall not prejudice the Agency’s rights in respect of any subsequent breach.

22. Dispute resolution

All disputes, differences or questions arising out of these terms of business or as to the rights and liabilities of the parties hereto or interpretation hereof shall be referred to the decision of a single arbitrator to be agreed between the parties or in default of agreement to be appointed at the request of either party. The arbitrator shall act as an expert whose decision (including as to costs) shall, expect in the case of manifest error, be final and binding on the parties.

23. Notices

Any notices required to be given to the Client or to the Agency must be given in writing and delivered by hand, by post or by email as confirmation, at the addresses set out in the main contract (or such other addresses as shall have been notified to the other party in writing). If hand delivered, notices are deemed served upon the day following delivery. If sent by first class mail, notices are deemed served on the second day following posting.

24. Severability

If any part of these terms of business shall be found by any court to be invalid, the invalidity should not affect the remaining conditions and the parties shall attempt to substitute therefore invalid condition having as near the same effect as the invalid condition as shall be legally permissible.

25. Entire agreement

The Client agrees that he will have no remedy in respect of any untrue statement made to him upon which he relied in entering into these terms of business and that his only remedies will be for breach of contract. The Client irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation, whether or not contained in these terms of business, or breach of any warranty not contained in this agreement (unless such misrepresentational warranty was made fraudulently) and/or to rescind these terms of business.

26. Insolvency

26.1 If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
26.1.1 have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him, and 26.1.2 in respect of all unpaid debts due from the customer have a general lien on all goods and property in possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

27. Law

These conditions and all other express terms of the contract shall be governed and construed in accordance with the Laws of England. These Terms do not affect your statutory rights.

28. Third party suppliers

The Agency shall not be liable in respect of any act or omission of any third party and any agreement made between the Client and any third party shall be a contract between the Client and the third party and the Agency shall not be a party to that contract, even if the Agency introduced the Client and the Third Party.

Terms & Conditions of Web Development

1. Definitions

1.1 The following Terms and Conditions document is a legal agreement between Visual Identity Creative Ltd., hereafter “the Developer”, and “the Client” for the purposes of website design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

1.2 The Developer is an Internet web design provider offering the Client graphical design, HTML, CSS, Javascript, PHP, WordPress and other related computer programming languages.

2. Acceptance of Work

2.1 Quotations are valid for 30 days from the date of issue.

2.2 When the Client places an order to purchase a website or website updates from the Developer, the order represents an offer to the Developer to purchase the website or website updates. No contract for the supply of services exists between Client and Developer until the Developer sends an invoice to the Client for payment. The invoice equals acceptance by the Developer (or third party supplier) of the Client’s offer to purchase services from the Developer and this acceptance of work is a valid contract between Client and Developer regardless of whether the Client receives the invoice.

2.3 Any other services on the order that have not been included in the invoice do not form part of the contract. The Client agrees to check that the details of the invoice are correct and should print and keep a copy for their records.

2.4 The Developer is liable to withdraw from the contract at any time prior to acceptance.

2.5 Additional work requested by the Client that is not specified in the agreed quotation is subject to an additional quotation by the Developer on receipt of the specification. If the work is needed as part of an existing project, then this may affect timescale and overall delivery time of the project.

2.6 If a functional specification and a set of testing criteria is included within the quotation, the Developer is responsible for fulfilling the testing criteria as the sole criteria for completion of the contract.

2.7 The Client agrees that the standard development platform (available upon request or at our website (www.visualidentity.co.uk/terms-and-conditions) is an agreeable platform for the development of the website and all acceptance testing will occur only on the standard development platform. The Client further agrees that any requests relating to hardware or software outside the standard development platform will be deemed additional work.

2.8 The Client agrees to provide any needed information and content required by the Developer in good time to enable the Developer to complete a design or website work as part of an agreed project.

2.9 Any work is subject to a minimum charge of £50.

3. Permission and Copyright

3.1 Copyright of the completed web designs, images, pages, code and source files created by the Developer for the project shall be with the Client upon final payment only by prior written agreement. Without an agreement, ownership of designs and all code is with the Developer.

3.2 These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Developer.

3.3 The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer.

3.4 The Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.

3.5 The Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends. If the Developer designs a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s website. If the Developer builds or amends a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s web page, which may be within the code but not displayed on a web browser if requested by the Client.

3.6 The Client agrees that the Developer reserves the right to include any work done for the Client in a portfolio of work.

3.7 The Client agrees to abide by the terms of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.

3.8 Visual Identity Creative Ltd. rights are protected by the Copyright, Designs and Patents Act 1988.

4. Material

4.1 The Developer reserves the right to refuse to handle:

4.2 Any media that is unlawful or inappropriate.

4.3 Any media that contains a virus or hostile program.

4.4 Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.

4.5 Any media that constitutes a criminal offence, or infringes privacy or copyright

5.Domain names and Hosting

5.1 The Developer can, at its own discretion, but is not obliged to, offer domain name registration and hosting via a third-party service.

5.2 The Client agrees that registration of a domain name does not provide an endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. The Developer holds no liability and the Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s registration of a domain name.

5.3 The domain name is registered in the Client’s own name, with the address and contact details of the Developer. The Client should be aware that a domain name is registered with a third party and as such the Client shall agree to fully abide by the terms and conditions set out by the third party for such services.

5.4 The Client agrees to take all legal responsibility for use of third-party domain name and hosting services and supply truthful details to the third party services.

5.5 The Client agrees that information submitted for registration of domain names is then available to the general public via the Nominet Whois system. However, Clients who are using their website for non-trading purposes may ask the third party registrar for their contact information not to be included in the Nominet Whois system.

5.6 The Client is liable to pay the Developer for any domain name registrations and the initial set-up of the hosting if included as part of the website build.

5.7 Any support relating to the domain name, hosting and email services is between the Client and the third-party service.

5.8 Any other domain name and hosting services or costs not included by the Developer, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related or hidden charges, are to be paid by the Client to the third party services.

5.9 The Client agrees to pay the domain name and hosting fees as soon as required by the third party. Any modifications needed to the domain name or hosting services are to be made between the Client and third-party service.

5.11 The Client agrees that if at any time their contact details, including email address, change, it is their responsibility to contact the third party and update their contact details. Failure to do so may mean that renewal invoices for the domain name and hosting services are not received by the Client.

5.12 Payment for the domain name and hosting services is to be made immediately upon receipt of an invoice from the third party service. Failure to comply with the payment terms may result in the Client’s domain name becoming available to another party and/or the website and email services becoming unavailable.

5.13 The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account that the Developer requires uploading the website if required as part of a project.

5.14 The Developer reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.

5.15 The Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.

5.16 The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.

6. Website hosting

6.1 Visual Identity Creative Ltd. offers hosting service through an out-sourced server. This does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. Visual Identity Creative Ltd. may request that clients change the type of hosting account used if that account is deemed byVisual Identity Creative Ltd. to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website.

6.2 Fees for Visual Identity Creative Ltd’s hosting service are due at the commencement of any period of service and are non-refundable. Fees due to third party hosting organisations are the responsibility of the client andVisual Identity Creative Ltd. are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the customer/domain owner.

7. Duration and Renewal of Hosting and Maintenance Services

Unless otherwise specified, services are provided for a minimum contract term of 12 months and unless cancelled in writing will automatically be renewed for the billing period chosen on sign up. You are entitled to cancel the Services by contactingVisual Identity Creative Ltd. no less than 3 months prior to the renewal date for your Services.

8. Projects

8.1 The Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by Internet browser software. The Developer agrees to try to match the design as closely as is possible when building the code.

8.2 During a website project, it is important that the Client communicates information to the Developer to achieve the required result.

8.3 The Client agrees they are permitted a maximum of 4 hours of alteration on projects of £3000, with an additional 1 hour of alteration available per whole £1500 of cost after that, unless quoted otherwise. All alterations are to be requested in writing either by email or postal mail by the Client. After the allocated time for alterations is used up, either in design or coding, the Developer reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. The Developer reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design, the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.

8.4 If the Client requests a design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, the Developer reserves the right to quote separately for these alterations.

8.5 If optimised pages are included as part of the project, the Developer will optimise the Client’s web pages that already make up part of the project. Optimised pages are not the creation of new pages. The optimisation of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client.

8.6 The Developer endeavours to create pages that are accessible to search engines. However, the Developer gives no guarantee that the site will become listed with search engines.

8.7 If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution.

8.8 The Developer at all times applies reasonable skill and care in the provision of services.

8.9 On request, the Developer can create a copy of the website on one CD to be posted to the Client on project completion. A small charge will be made to cover the cost of this unless quoted otherwise.

8.10 Once the project is completed, the Developer will upload the website to the Client’s live web address if included as part of a project.

8.11 After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to quote for work to repair the website.

8.12 The Developer reserves the right to assign subcontractors in whole or as part of a project if needed.

8.13 The Developer will keep a copy of the site and design source files when a website project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.

8.14 All communications between Developer and Client shall be by telephone, email, Skype or postal mail, except where agreed at the Developer’s discretion.

9. Accessibility & Web Standards

9.1 The Developer tests sites and templates to ensure they comply with WAI accessibility standards to Level A conformance at time of sale. Should the Client request that the Developer alters the site or templates to meet specific WAI accessibility guidelines, or if updated WAI accessibility guidelines were introduced after the site or templates were sold to the Client, the Developer reserves the right to quote separately for any additional work needed. If the Client uses Drupal Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet WAI accessibility standards to Level A conformance.

9.2 The Developer tests sites and templates to ensure they comply with W3C CSS standards as they are at the time of sale. Should updated W3C CSS guidelines be introduced after the site or templates were sold to the Client, the Developer reserves the right to quote separately for any additional work needed? If the Client uses Drupal Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet W3C CSS standards.

9.3 The Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer and Mozilla Firefox. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.

9.4 The Client agrees that, following the handover of files, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of their website. As such, the Developer 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, domain name or hosting changes.

9.5 The Client agrees that more advanced applications on a website page may require a newer browser version or plug-in.

10. Payment Terms

10.1 Prices are subject to change without notice.

10.2 All quoted prices are exempt of VAT.

10.3 All invoices must be paid in full within 28 days of the invoice date, except where agreed at the Developer’s own discretion.

10.4 The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.

10.5 The Developer reserves the right to remove its work for the Client from the Internet if payments are not received.

10.6 The Client will either pay each invoice in full in cash or cleared funds within 28 days from the date of such invoice or on terms detailed in any relevant Estimate, failing which the Agency shall be entitled to cease all further work on behalf of the Client without liability in respect of any loss or damage sustained by the Client as a result.

10.7 Notwithstanding the Agency’s liability to cease any further work in accordance with the clause published in these Terms, the Client shall not in any respect be released from its obligations to the Agency under any Contract.

11. Liability and Warranty Disclaimer

11.1 The Developer provides their website and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error-free, nor does it warrant that the contents are current, accurate or complete.

11.2 The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their Drupal software as Drupal is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the Drupal Development community via drupal.org.

11.3 The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their Joomla software as Joomla is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the Joomla Development community via joomla.org.
The Developer endeavours to provide a website within given delivery timescales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

11.4 The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

11.5 On handover of files from Developer to Client, the Client shall assume entire responsibility for ensuring that all files are functioning correctly before use.

11.6 Whilst every effort is made to make sure files are error free, the Developer cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error-free.

11.7 If, after handover of files, errors are found in code the Developer has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then the Developer can correct these errors for the Client free of charge for a period of 3 months, after acceptance of the work. After the 3-month period, the Developer reserves the right to quote separately for any work involved in correcting an error.

11.8 If, after handover of files, errors are found in code the Developer has created and the standard development platform, or the domain name set-up or hosting set-up has been changed, the Developer can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.

11.9 Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed.

11.10 The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if the Developer has been advised of the possibility of such damages.

11.12 There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.

11.13 The Developer may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

12. Indemnification

12.1 The Client agrees to use all Developer services and facilities at their own risk and agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the Developer or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties.

12.2 The Client agrees that this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

12.3 The Client also agrees to indemnify, hold harmless and defend, the Developer against any liabilities arising out of injury to property or person caused by any any product or service sold by the Client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation.

13. Nondisclosure

The Developer and any third party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about the Developer to another party unless directed by the Developer.

14. Privacy Policy

The Developer and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998. This information will also be used to identify the Client in communications with them and to contact the Client from time to time to offer them services or products that may be of interest to or benefit the Client.

15. Interpretation

15.1 The Developer reserves the right to terminate a relationship or project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.

15.2 Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable by law.

15.3 Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

15.4 This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

15.5 By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges having read, understand, and accept the Terms and Conditions of this Agreement and agrees to be legally binding by these Terms and Conditions.

15.6 The Developer reserves the right to alter these Terms and Conditions at any time without prior notice. The latest Terms and Conditions can be found at the Developer’s website at www.visualidentity.co.uk/terms-and-conditions.

16. Statutory Rights

These Terms and Conditions do not affect your statutory rights as a consumer.