General
1. The client shall purchase the work (meaning the web site
design to be provided as detailed in the proposal) in accordance
with any written proposal of the designer which is accepted by
the client, or any order of the client which is accepted by the
designer in writing, subject in either case to these conditions,
which shall govern the contract to the exclusion of any other
terms and conditions and no variation to these conditions shall
be binding unless agreed in writing between the parties.
Copyright license
2. The copyright of the work commissioned by the client shall be
retained by the designer.
3. The client or the client’s customer (where the client is
acting as an intermediary) is granted a royalty free license to
use and reproduce the work solely for the purposes of operating
a web site.
4. Nothing in this agreement shall prevent the designer from
using or exploiting the work or any part of it in any medium or
for any purpose other than that granted above to the client or
the client’s customer provided that no use will be made of the
client’s or the client’s customer’s visuals and that such
exploitation will not be detrimental to the business of the
client or the client’s customer.
5. The designer will normally grant the client or the client’s
customer a license for use for other purposes or in other
mediums or formats subject to payment of a further fee in line
with current licensing rates to be mutually agreed between the
designer and the client and subject to prior approval by the
designer of the proof copy for such new use.
6. The license hereby granted to use the work is contingent upon
the designer having received payment in full of all monies due
to the designer and no reproduction or publication rights are
granted unless and until all sums due under this agreement have
been paid.
7. The license hereby granted is personal to the client or the
client’s customer (where the client is acting as an
intermediary) and the rights may not be assigned or sub-licensed
to third parties without the designer’s written consent.
Price and payment
8. The client agrees to pay the designer’s charges in
accordance with the proposal. The client will reimburse the
designer for all reasonable expenses incurred in the course of
performing the work and in accordance with the proposal. Prices
are exclusive of vat.
9. The client shall pay all invoices within 28 days of their
receipt. Interest at a rate of 2% per month is payable on any
balance unpaid after 28 days of the date of invoice.
Cancellation/rejection
10. If performance of the work is cancelled or work is rejected
by the client, the client shall pay a cancellation/rejection fee
as follows:
(1) 25% of the agreed fee if the work is cancelled/rejected
before presentation of roughs;
(2) 33% of the agreed fee if the work is cancelled/rejected at
the presentation of rough stage;
(3) 100% of the agreed fee if the work is cancelled/rejected on
the delivery of the final version;
(4) pro rata if the work is cancelled/rejected at an
intermediate stage.
11. In the event of cancellation or rejection, ownership of all
rights granted under this agreement shall revert to the designer
unless the work is based on the client’s visual or otherwise
agreed.
Delivery
12. The designer shall use all reasonable endeavors to deliver
the work to the client by the agreed date and shall notify the
client of any anticipated delay at the first opportunity
13. The designer shall not be liable for any consequential loss
or damages arising from late delivery of, or any defect in, the
work and the designer’s liability for all claims, loss or
damage arising under this agreement whatsoever and through
negligence or breach of contract or howsoever shall be limited
to the value of the fees paid under this agreement.
Approval
14. Proofs of all text, scripts and illustrations forming part
of the work may be submitted for client’s approval and in that
event the designer will have no liability for any uncorrected
errors. Client’s corrections, additions or variations
including alteration of style and the cost of additional proofs
necessitated by such corrections will be charged in addition to
the price on a time and materials basis.
Warranties
15. Except where the work is based on reference material or
visuals supplied by the client or where otherwise agreed, the
designer warrants that, as far as the designer is aware, the
work is original and does not knowingly infringe any existing
copyright
16. Any claim by the client which is based on any defect in the
work or its failure to correspond with the proposal shall be
notified in writing to the designer within 3 months from the
date of delivery. If the client does not notify the designer
accordingly, the client shall not be entitled to reject the work
and the designer shall have no liability for such defect or
failure, and the client shall be bound to pay the price as if
the work had been delivered in accordance with the agreement.
17. Where any valid claim in respect of any of the work which is
based on any defect in the quality or condition of the work or
its failure to comply with the proposal is notified to the
designer in accordance with these conditions, the designer shall
be entitled to replace the work (or the part in question) free
of charge or, at the designer’s sole discretion, refund to the
client the price of the work (or a proportionate part of the
price), but the designer shall have no further liability to the
client.
18. The client warrants that any necessary permissions have been
obtained for the agreed use of material or visuals supplied by
the client or its customer and shall indemnify the designer
against any and all claims and expenses including reasonable
legal fees arising from the designer’s use of any materials
provided by the client or its customer.
Ownership of the work
19. The designer shall retain ownership of all the work
(including proofs and other materials except client’s images)
delivered to the client.
Client’s input
21. The designer shall not be liable for delays caused by
matters outside her control. Any times or dates quoted for the
supply of the work are dependent on the client giving reasonable
instructions to the designer and the client having made adequate
preparations so that the designer can carry out the work.
22. The designer shall not be required to reproduce any matter
which in the designer’s opinion is or may be libelous, likely
to infringe a third party’s intellectual property rights or
otherwise be of an illegal nature.
Credits/moral rights
23. The client shall ensure the designer is credited in any use
of the unmodified work. The designer reserves the right to be
credited in any use of the modified work.
24. The designer hereby waives the right to injunctive relief
for breaches of the right of integrity and the right of
paternity.
General
25. All notices shall be sent to the designer and to the client
at the address stated in this agreement. Each party shall give
written notification of any change of address to the other party
prior to the date of such change.
Governing law
26. These terms and conditions are governed by the laws of the
United Kingdom and may not be varied except by agreement in
writing. The parties hereto submit to the non-exclusive
jurisdiction of the United Kingdom courts.
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