Terms & Conditions

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 subcontractor is employed by the Agency, the Agency shall get an estimate from the subcontractor and seek the client’s approval of the subcontractor’s fees. All subcontractors shall adhere to the same confidentiality, data protection, and quality standards as required by the Agency/Developer, and the Agency/Developer will be responsible for ensuring such compliance.

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. In the event of termination by either party, the Client will pay for all work completed up to the point of termination, and the Agency/Developer will cease all further work on the project. Upon full payment, all intellectual property rights to the work completed shall transfer to the Client, but only for the completed work.

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

4. Permission, Copyright, and Data Protection

4.1 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. Intellectual property rights transfer to the Client only upon receipt of full payment, not just cleared funds. Until payment is received in full, the Agency/Developer retains all rights.

4.2 The Agency shall use information provided by the Client in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Client data will be processed, stored, and protected in compliance with these regulations.

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 of any third party.

7.2 The Client shall indemnify the Agency/Developer against any claims arising from misuse, including third-party claims for infringement of intellectual property rights or misuse of supplied media/content. The indemnity shall extend to any amounts paid in respect of legal costs in the settlement of any claim.

8. Liability

8.1 We are responsible to you for foreseeable loss and damage caused by us. Subject to the terms of Clause 8, if the Company fails to comply with these terms, it is responsible for loss or damage you suffer that is a foreseeable result of it breaking the contract, but it is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Company and you knew it might happen, for example, if you discussed it with the Company before the Proposal. This limitation of liability is subject to statutory rights under the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015, which prevent the exclusion of liability for death, personal injury, or fraud.

8.2 No Exclusion for Negligence: The Agency does not exclude or limit liability for death or personal injury caused by its negligence or that of its employees, agents, or sub-contractors.

8.3 Sub-Contractors: Any sub-contractors engaged by the Agency will be bound by the same obligations and liabilities as the Agency. However, the Agency will not be liable for any losses or damages arising from the use of third-party services outside its control.

8.4 Where you proof or approve any work. Where any work is proofed by you and you approve it prior to publication, use, or print, no liability will be accepted by the Company for errors not highlighted by you prior to publication, launch, use, or print.

8.5 You are a business customer. You acknowledge and agree that you are a business customer by virtue of the Products and/or Services being received by you for your business purposes.

8.6 Our total liability to you. Subject to clause 8.2, the Company’s total liability to you in respect of the contract, in contract, tort (including negligence), or breach of statutory duty, or howsoever otherwise arising, shall be limited to:

8.7 Once files are handed over to the Client, the Client assumes full responsibility for any changes or alterations made to the work. The Developer/Agency is not liable for errors or functionality issues that arise from Client-made alterations.

8.8 You acknowledge that the terms set out in Clause 8 are reasonable. You acknowledge that:

9. Client 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 the 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 per cent 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 from there 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 the 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

In the event of a conflict between the Printing Industry’s Best Practice documents and these Terms, the latter 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 dependent upon the sight of relevant instructions, the 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 per cent for work in one colour only and 10 per cent for other work being allowed for overs or shortage (4 per cent and 8 per cent 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), the performance of the Contract shall be suspended for so long as the Agency is so prevented or hindered provided that both parties shall promptly notify each other and resume obligations as soon as practicable after the event has ceased. If the suspension exceeds 150 days, either party may terminate the Contract with notice. This does not affect the Client’s obligation to pay for Services or Materials already provided.

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. The Agency reserves the right to assign the Contract or any of its obligations to a third party, provided that such assignment does not adversely affect the Client’s rights under the Contract.

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

22.1 Mediation: In the event of a dispute, both parties will first attempt to resolve the issue through mediation within 30 days of the dispute arising. The mediator’s fees will be split equally between the parties.

22.2 Arbitration: If mediation fails, the dispute shall be referred to arbitration. The arbitrator will be appointed by mutual agreement or by an independent body if no agreement is reached within 14 days. The arbitrator’s decision will be final, and both parties will share the costs of arbitration equally.

22.3 Costs: Each party will bear its own legal fees, except as agreed or as determined by the mediator/arbitrator.

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 update 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 the Client and the 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 the Client and the 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 the timescale and overall delivery time of the project.

2.6 If a functional specification and a set of testing criteria are 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 Intellectual property rights transfer to the Client only upon receipt of full payment, not just cleared funds. Until payment is received in full, the Agency/Developer retains all rights.

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 in any work done for the Client. Examples of this include, but are not limited to, Google Maps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc. The Client is responsible for maintaining licenses and complying with the terms of third-party software used in the project, including ensuring timely renewals of licenses where applicable.

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

4. Material

The Developer reserves the right to refuse to handle:

4.1 Any media that is unlawful or inappropriate.

4.2 Any media that contains a virus or hostile program.

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

4.4 Any media that constitutes a criminal offence or infringes privacy or copyright

5. Domain names and Hosting

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

5.2 The Client acknowledges 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 the legal right to use the domain name. The Developer accepts no liability for, and the Client agrees to indemnify and hold the Developer harmless from, any claim arising from the Client’s registration or use of a domain name.

5.3 The domain name will be registered in the Client’s name, with the Developer’s address and contact details unless otherwise specified. The Client acknowledges that domain names are registered with third-party providers and agrees to fully comply with the terms and conditions set by the third-party providers.

5.4 The Client agrees to take full legal responsibility for the use of third-party domain names and hosting services and to supply accurate and truthful details to the third-party service providers.

5.5 The Client understands that information submitted for the registration of domain names will be publicly available through the Nominet Whois system, except where the Client requests, in the case of non-trading websites, to withhold their personal contact details from the public Whois database.

5.6 The Client is responsible for paying the Developer for any domain name registrations and initial hosting setup if these services are included as part of the website build.

5.7 Support for domain name registration, hosting, and email services is provided by the third-party service providers, not the Developer. Any breach of third-party licensing terms by the Client will result in immediate termination of the contract to protect the Developer.

5.8 Any other domain name or hosting services or costs not included by the Developer, including but not limited to additional domain name registrations, domain name transfers, annual renewals, hosting fees, hosting renewals, hosting upgrades, extra storage, bandwidth, or other hidden charges, are the responsibility of the Client to pay directly to the third-party providers.

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

5.11 The Client is responsible for updating their contact information with the third-party providers, including email addresses, if it changes. The Client acknowledges that failure to update such information may result in missed renewal invoices for domain names and hosting services.

5.12 Payment for domain name and hosting services must be made immediately upon receipt of the invoice from the third-party provider. Failure to comply with these payment terms may result in the Client’s domain name becoming available for purchase by another party, or the Client’s website and email services being suspended or unavailable.

5.13 The Client agrees to provide FTP details and any other access details related to their domain name and hosting account as required by the Developer to upload the website or perform necessary services as part of a project.

5.14 The Developer reserves the right to cancel, reject, or refuse work involving domain names or hosting services at its discretion, without being required to provide reasons for such decisions.

5.15 The Client is responsible for their use of the domain name, hosting, and email services. The Client agrees to indemnify and hold the Developer harmless from any claims arising from the Client’s publication of material or use of domain names, hosting, and email services.

5.16 The Client agrees to take full responsibility for all aspects of their domain name, hosting, and email services and to comply fully with the terms and conditions set by the third-party providers.

5.17 The Client is solely responsible for ensuring timely renewals of all third-party services, including domain names and hosting, and the Developer accepts no liability for any loss of service, interruption, or damage resulting from the Client’s failure to renew.

6. Website hosting

6.1 Visual Identity Creative Ltd. offers hosting services through an outsourced 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 by Visual 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 and Visual Identity Creative Ltd. is not liable for their payment nor for the renewal of domain names, which are the sole responsibility of the customer/domain owner.

6.3 The Client acknowledges that web hosting is subject to third-party service-level agreements (SLAs) and agrees to these terms. The Developer is not responsible for uptime guarantees, maintenance windows, or service interruptions caused by the third-party provider.

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 contacting Visual 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 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 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 the agreed design, the Client is asked to confirm in writing by email or postal mail that the design and the screen size are 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 makeup 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 the 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. All subcontractors shall adhere to the same confidentiality, data protection, and quality standards as required by the Agency/Developer, and the Agency/Developer will be responsible for ensuring such compliance.

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 the Developer and the 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 will use reasonable efforts to ensure the website complies with WAI standards to Level A conformance. The Client is responsible for requesting any specific adjustments under the Equality Act 2010 to make the website accessible to users with disabilities.

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, Chrome, 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 Chrome, 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 or post-launch developments on a website page may require newer browser versions or plug-ins. Although the developer shall make every effort to ensure sites are compliant, the Client agrees that the Developer cannot guarantee this. It is the responsibility of the client to check compliance and approve prior to launch.

10. Payment Terms

10.1 Prices are subject to change without notice.

10.2 All quoted prices are exempt from 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 Clause 12 of these Terms, the Client shall not in any respect be released from its obligations to the Agency under any Contract. In the event of termination by either party, the Client will pay for all work completed up to the point of termination, and the Agency/Developer will cease all further work on the project. Upon full payment, all intellectual property rights to the work completed shall transfer to the Client, but only for the completed work.

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 the website or that it will be uninterrupted or error-free, nor does it warrant that the contents are current, accurate, or complete. This limitation of liability is subject to statutory rights under the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015, which prevent the exclusion of liability for death, personal injury, or fraud.

11.2 The Client agrees that the Developer is not liable for any bugs, performance issues, or failure of their website caused by third-party software, plugins, or updates.

11.3 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 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, or war, or any act or omission of any third party services.

11.5 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.

11.6 Once the website is live and under the control of the Client, the Client assumes full responsibility for any content changes or code alterations made directly by them or a third party. The Developer is not liable for any errors or functionality issues arising from such Client-made changes or alterations.

11.7 Whilst every effort is made to make sure files are error-free, the Developer cannot guarantee that the display or functionality of the website will be uninterrupted or error-free after updates, upgrades, or alterations are made by the Client or third parties.

11.8 If errors are found in code created by the Developer within the standard development platform, domain name setup, and hosting setup at the time of project handover, the Developer will correct these errors 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 errors.

11.9 If the website functionality or display is altered by the Client or a third party after handover and this results in errors, the Developer reserves the right to quote separately for any work involved in correcting these issues.

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 the website, even if the Developer has been advised of the possibility of such damages.

12. Refund and Cancellation Policy

12.1 Refunds: Refunds will only be issued in the event of non-delivery of the agreed-upon services due to the Agency’s fault. Any deposits or fees paid are non-refundable once work has commenced, except in cases of breach of contract by the Agency.

12.2 Cancellations: The Client may cancel the contract with 30 days’ written notice. Upon cancellation, the Client will be liable for any work completed up to the date of cancellation and any non-recoverable third-party costs incurred by the Agency. No refunds will be issued for services already provided.

12.3 No Refund for Completed Work: Once work has been completed and approved by the Client, no refunds will be provided.

13. Indemnification

13.1 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.

13.2 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.

13.3 The Client shall indemnify the Agency/Developer against any claims arising from misuse, including third-party claims for infringement of intellectual property rights or misuse of supplied media/content.

14. 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.

15. Privacy Policy

The Developer and any third-party associates shall use information provided by the Client in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Client data will be processed, stored, and protected in compliance with these regulations.

16. Interpretation

16.1 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.

16.2 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.

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

16.4 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.

16.5 By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges having read, understood and accepted the Terms and Conditions of this Agreement and agrees to be legally bound by these Terms and Conditions.

16.6 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 on the Developer’s website at www.visualidentity.co.uk/terms-and-conditions.

17. Statutory Rights

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

X

Let's get started!