TERMS AND CONDITIONS applicable to website and graphic design and print services supplied by The Premium Group.
These are the terms and conditions agreed between you (the “Client”, which includes any person, company, partnership, organisation or body) and us (The Premium Group) in relation to the provision of web site design and/or graphic design and/or photography and/or print and/or other design services and/or software (“Deliverables”). They apply in place of any earlier agreement or understanding between you and us and supersede prior correspondence. You signify or have signified your agreement to these terms and conditions by accepting our Brief including acceptance by e-mail. The Brief together with these terms and conditions together constitutes our agreement.
1.1 The Deliverables we shall provide to you and the prices to be paid for such work are set out in the Brief. Neither bespoke photography nor stock photography are included in the price for design work. The price for photography is set out separately within the quote/brief. Unless specifically stated those prices do not include VAT. Where alterations to the Deliverables to be provided are proposed by you or us during the course of the work these and any resulting alteration to the prices set out in the Brief shall be agreed by us both in writing before the work proceeds. Printing cannot proceed without prior approval in writing by the Client (signing off) of printer's proofs which must be received by us not less than 10 working days before the anticipated date of delivery of printed Deliverables failing which any resulting delay is entirely at the risk of the Client and is not the liability of Business Sorted.
1.2 Unless otherwise agreed in writing payment to us for the work to be undertaken under this agreement is due as follows:
We require a non-refundable deposit of 50% before work on your project will commence, 25% when the website is built but not populated with content and the final 25% will then be paid once all work has been completed and approved. This final payment should be made within 30 days from the date issued on our invoice. Completed websites will not be made live until the final balance has been received.
You will make prompt payment of all amounts. All amounts set out on our invoice are payable at prevailing rates and may be required to be paid in United States Dollars in which the conversion rate is subject to fluctuations in the power of the currency in which case, may be subject to change.
1.3 We will use our reasonable endeavours to abide by agreed delivery dates. Any information or material that you need to supply us with shall be sent to us by the deadlines agreed. Much of our work depends on the information supplied by you therefore it is crucial that we receive this. We will not be liable where failure to deliver is caused by your delay. On completion of work, the Deliverables will be uploaded to the client area of our fileserver or e-mailed for approval by you. Following our receipt of your approval, subject to 1.6 below, the deliverables will be uploaded to your server, graphic designs will be emailed and print jobs will be despatched at your risk to the agreed delivery address.
1.4 We will not be responsible for any delay or failure to meet delivery date(s) caused by circumstances beyond our control, such as Acts of God, fire, strikes, illness, failure of subcontractors or suppliers to supply material required. Where such delay occurs our obligations shall be suspended for the period of such delay.
1.5 Where you do not confirm in writing acceptance of the Deliverables within 14 days of delivery to you the Deliverables are deemed accepted by you at the earlier of the expiry of such 14 day period or your first live use. Where the Deliverables are rejected by you for an objectively justified reason, whether in whole or in part, we will correct the Deliverables at no additional cost to you to ensure compliance with the Brief.
1.6 Until we have received payment in full of all amounts due pursuant to 1.2 above, legal ownership (but not the risk) in all print job Deliverables will remain with us, we reserve the right to refuse to deliver or upload all or any part of the Deliverables to your server, and in any event the licence granted by 2.3 below will not take effect.
2. Intellectual Property Rights
2.1 'Deliverables' includes all data, databases, graphics, web pages, code, information, programs and other materials and software which we provide to you, but does not include material which we obtained from you.
2.2 We warrant that to the best of our knowledge and belief the Deliverables are original to us. However we cannot be, and are not, responsible for compliance of the Deliverables with laws of all jurisdictions of the world to which users of any relevant web site have access. It is your responsibility to satisfy yourself of such compliance.
2.3 Subject to 2.9 below, the ownership of all intellectual property rights (including copyright) in the Deliverables remains with us at all times. We grant you a non-exclusive licence of the intellectual property rights, including, without limitation, copyright and related rights anywhere in the world, in the Deliverables for the duration of our agreement for the purposes of use on your Web site or otherwise as agreed in writing from the date of your acceptance of the Deliverables. For the avoidance of doubt, where you wish to use the Deliverables in any other form (such as on a CD) than that set out in the Brief you must agree terms with us in advance and make payments to be agreed between us. We reserve the right to veto any use outside the scope of this licence.
2.4 We assert our moral rights in the Deliverables and you confirm that you shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Deliverables without our prior written consent.
2.5 Design Credit - a link to The Premium Group will appear in either small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. The client can request that the design credit be removed. The Client agrees that the website developed for the Client may be presented in The Premium Group web design portfolio.
2.6 Where you are licensed with computer software under this term such licence shall be of object code version of the software only and you shall not reverse engineer or decompile such software save as permitted under EU directive 91/250.
2.7 Intellectual property rights in any authorised improvements to the Deliverables made by you shall be licensed to us on an exclusive basis, where such improvements are non-severable from the Deliverables and on a non-exclusive basis for severable improvements. You will keep us informed of such improvements.
2.8 Where we supply Deliverables to you on disk or CD or DVD or other machine readable media (“Media”) we retain ownership of the Media and no hire of the Media shall occur.
2.9 The ownership of copyright in any Logo or Website Design supplied by us as a Deliverable will vest absolutely in the Client following receipt by us of all amounts due in accordance with 1.6 upon which event 2.3 above will cease to apply to such Logo and Website Design.
2.10 The termination of any agreement between us shall not affect the provisions of this term which shall continue thereafter.
3. Warranties & Disclaimer
3.1 We confirm that to the best of our knowledge and belief at the date of supply to us that the Deliverables are not obscene, blasphemous or defamatory and do not infringe any English law or regulation and do not adversely reflect on your public perception or image.
3.2 You agree that to the best of your knowledge and belief any material provided by you for the Web site or other work to be undertaken by us under this agreement is not obscene, blasphemous or defamatory and does not infringe any English law or regulation and does not adversely reflect on our public perception or image.
3.3 By using this site, or services provided by the company, users expressly acknowledge that they do so at their own sole risk. To the fullest extent allowed by law, The Premium Group expressly disclaims all warranties and conditions imposed of any kind, be they direct or indirect, expressed or implied, including, but not limited to, the warranty of merchantability, suitability for a particular purpose and non-infringement. Furthermore, the company provides The Premium Group on an “as is” and “as available” basis. The company is not responsible for any present bugs, limitations, problems or errors present in the software, service or both. The Premium Group also assumes no responsibility or liability for any errors or omissions in content herein or about this domain. The company does not guarantee or warrant the accuracy or dependability of provided information at the time of registration and upon continued use. The Premium Group does not guarantee or warranty in any shape, way or form, the reliability, use, accuracy or consequences of use of any information supplied by The Premium Group Aides for any reason whatsoever, including but not limited to responses to tasks. The Premium Group does not take responsibility for the contents of external websites or products referred to for the purposes of the tasks executed. The Premium Group is not responsible for any damages or claims, including without limitation, business interruption, punitive damages, lost profits or other loss due to reliance on service in any way. It is the user’s responsibility to determine the accuracy, dependability, utility and wholeness of the information, suggestions, ideas or otherwise provided.
The Premium Group makes no warranty regarding any articles, services or otherwise, purchased or obtained through The Premium Group, or any other transaction entered through its use. No information or promises, whether oral or written and obtained by members shall create any warranty or guarantee not make expressly in this section of this document.
3.4 The Premium Group is not responsible for any damages or claims, including without limitation, business interruption, punitive damages, lost profits or other loss due to reliance on service in any way. It is the user’s responsibility to determine the accuracy, dependability, utility and wholeness of the information, suggestions, ideas or otherwise provided.
4. Indemnity and Limitation of Liability
4.1 Subject to 4.3 below, we agree that until such time as the Deliverables are delivered to you and approved by you, we will indemnify you against all damages awarded by a court in England and Wales incurred by you as a result of breach of clauses 4 and 5 by us.
4.2 You agree that you shall indemnify us against all claims, demands, losses, damage, costs or expenses incurred by us as a result of breach by you of any provision of these terms and conditions, law or regulation and as a result of any third party legal action or threatened action in relation to material which you have supplied to us or incorporated with the Deliverables or through our involvement with you under our agreement. You shall be responsible for ensuring all registrations and formalities are complied with in relation to any web site we prepare for you, including without limitation, registration of trade marks and under data protection laws.
4.3 Save as provided above, you agree our liability for breach of this or any other liability of us to you shall be limited to the total value of our contract as set out in the Brief and that all implied terms, conditions or other legal provisions are hereby excluded; save that neither party shall exclude or limit its liability to the other for death or personal injury caused by negligence. We agree that the exclusion and limitation of liability in this clause is reasonable, reflects the respective financial positions of the parties and that the price agreed reflects the position on liability. In no event shall we be liable to you for indirect, financial, consequential loss, loss of profit, revenue or goodwill.
4.5 The termination of our agreement shall not affect the provisions of this term which shall continue thereafter.
5. Confidential Information
5.1 Any information about us or you or about our products or your products or financial or business information shall be treated as confidential, used only for the purpose of performance of obligations set out in the Brief and not disclosed save as permitted under our agreement, without limit as to time. Provided that information in the public domain otherwise than through the default of the other party shall not be deemed confidential under this clause.
5.2 The termination of our agreement will not affect this term.
5.3 We shall be entitled to make reference to our relationship with you in our publicity material.
5.4 Where you have signed a confidentiality agreement with us this shall continue without limit as to time in addition to the provisions in this term.
6. Your Obligations
6.1 You undertake to supply material and other resources to us promptly as agreed between us.
6.2 You will not unreasonably withhold or delay approval of the design(s), stage development, or acceptance of completed website or other Deliverables.
6.3 You will make prompt payment of all amounts including interest when they become due.
7. Website Hosting & Additional Charges
7.1 Website hosting £295/year for any of our website plans, Website hosting is inclusive of hosting and unlimited email and telephone support. Any additional alterations and modifications are not inclusive of the hosting fee of £295/year. Site updates, modifications and any requests beyond this scope will be subject to our hourly rate of £60 per hour, the minimum charge being 1 hour. 'Unlimited revisions' for any work quoted are subject and limited to a three month duration in which you can request changes, after this point any alterations will incur additional charges. The three month period shall begin once the 'client' has received the first draft from The Premium Group.
7.2 All prices are subject to change according to industry costs and fluctuation.
8. Interruption of Service & Search Engine Ranking
8.1 The Premium Group may interrupt service at any given time for termination, extensive issues or due to extraordinary circumstances beyond its control. Refunds will be issued for interruptions of greater lengths of time than 25 business days. Refund can be returned as a digital transfer, at the company’s discretion. The Premium Group is not responsible for any technical mishaps caused by hosting provider, domain registrar or any third party that is implemented by The Premium Group. Any delays or interruptions caused by the Client are entirely void of any refunds despite the length of time of which it has exceeded.
8.2 It can take several months for the major search engines to index a new website. Due to external factors, such as changes to the way search engines rank websites and competition online, The Premium Group cannot offer any guarantees regarding the position achieved for websites although we have provided success for many clients. We cannot accept liability for any change in rankings, or drop off in the position of your website due to changes in the algorithms of the search engines or the factors that they use to rank websites.
9.1 The agreement resulting from your acceptance of the Brief shall continue until completion of the work set out in the Brief or any subsequent anniversary of such date save as provided below.
9.2 Where one party is in breach of these terms and conditions the other may serve written notice to terminate our agreement resulting from your acceptance of the Brief forthwith, save that where the breach can be remedied 30 days notice to remedy shall first be given, and where remedied such termination will not take effect.
9.3 Either party may terminate this agreement forthwith by written notice where the other goes into liquidation or is declared bankrupt or have a receiver/administrative receiver appointed over any of its assets or otherwise is unable to pay its debts as they fall due.
9.4 On termination by you for breach or bankruptcy we shall send to you in accordance with your reasonable directions any material relating to the web site (where relevant) then in our possession or control and the licence to use the Deliverables shall continue without limit as to time. On termination by us or by you on three months' notice as provided above all your rights to use the Deliverables shall cease and you shall retain no copies thereof.
10.1 Design & build fees are non refundable. Hosting plans can be cancelled at any time with no refunds but client will no longer be required to continue payment. Annual hosting plans will be made live for the remainder of that contract year. No refunds will be given. Upon cancellation, site will be taken down. The Premium Group will not put sites on hold. If you cancel hosting, your site will be taken down and upon renewal at a later date.
11.1 No variation of this agreement will be valid unless agreed in writing by us both.
11.2 You may not assign this agreement without our prior written consent. The licences granted under this agreement are personal to you and only for the purposes and/or media set out in this agreement. Further licences, licensees, uses and other matters not licensed under this agreement shall only be granted where we so consent and usually on payment of additional licence fees.
11.3 This agreement sets out the entire agreement between us save for any confidentiality agreement between us or other documents referred to in the Brief.
11.4 All representations, warranties or other assurances made by or on behalf of us to you other than as set out in this agreement do not form part of this Agreement nor shall they be legally enforceable or actionable.
11.5 If any provision of this agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement, all of which shall remain in full force and effect.
11.6 No forbearance or delay by us in enforcing rights under this agreement will prejudice or restrict rights and no waiver of any breach of such rights or waiver of the rights will be deemed to be a waiver of any other right or of any later breach.
11.7 Nothing in this agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of partnership and agent or employer and employee.11.8 All notices shall be in writing and sent to the last known business address of the recipient or such other address as the recipient may designate by notice given in accordance with this provision. Any notice may be delivered personally, by e-mail, by first class prepaid letter, or facsimile transmission (confirmed by first class post) and shall be deemed to have been served if by personal delivery when delivered, if by first class post 48 hours after posting and if by e-mail or facsimile transmission when despatched (with successful transmission report).
11.9 This agreement shall be governed by English law and we both submit to the non-exclusive jurisdiction of the English courts in relation to any dispute under this agreement.