1. Interpretation
1.1 In these Conditions: "CONDITIONS" means the terms and conditions set out in this document."CONTRACT" means the contract for the supply of the Services."CUSTOMER" means the person who wants the Supplier to provide the Services in accordance with the Conditions."SERVICES" means the Services which the Supplier is to supply in accordance with the Conditions."SUPPLIER" means Interior, Graphic and web site design and implementation.
1.2 Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in the Conditions are for convenience only and shall not affect their interpretation.
2. Supply of the Services
2.1 The Supplier shall take all reasonable steps to provide the Services in accordance with the Conditions.
2.2 The Supplier reserves the right to vary the Conditions and the terms of the Contract at anytime. Such variations to be notified to the Customer by E-mail. Unless he notifies the Supplier within 7 days of the date of the E-mail message, the Customer shall be deemed to have accepted the variations.
2.3 The Supplier's employees or agents are not authorised to make any representations concerning the Services unless such representations are confirmed by a Director of the Supplier in Writing. The Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. ("Agreed Quotation")
2.4. Graphic Idea are not held responsible for Paypal payments set up on web-sites. Graphic Idea is responsible the actual working of the link to Paypal and not Paypal or banking
of any kind itself.
3. Price for the Services
3.1 The Service Fee shall be the fee(s) payable as per agreed quotation in respect of the provision of the Services, One set of changes permitted, all other changes will be charged at hourly rate as per price structure.
3.2 The Supplier reserves the right to request full payment up front.
3.3 The Service Charges are inclusive of any applicable value added tax.
3.4 Amount of web-site pages specified: Minimum amount specified is guaranteed and Maximum amount is subject to complexity, hours and volume of work entailed, at Graphic Idea's discretion.
4. Terms of Payment
4.1 The Customer shall pay the Service Charges in accordance with the method agreed with the Supplier even if connection has not taken place.
Time of payment of the Service Charges shall be of the essence. Receipts for payment will be issued only upon request.
4.2 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
4.2.1 cancel the Contract; and/or
4.2.2 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of three percent above the National Westminster Bank base rate from time to time.
4.3 Payment Scheme: We will only accept post dated cheques for all outstanding months and first month upfront.
Payment will start on placement of order, not on completion of site.
4.4 We will require full payment on placement of all orders, via bank transfer, cheque or PayPal prior to commencement.
4.5 No monetary refunds will be given after 28 days of order. If works have commenced on the order, it will be at the discretion of Graphic Idea how much credit note value for future projects will be given.
4.6 Any grants or investments from a third party organisation will only be refunded to that organisation within 28 days of placement of order.
5. Warranties and Liability
5.1 Except as expressly provided in the Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
5.2 Where the Services are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by the terms of the Conditions
5.3 Except in respect of death or personal injury caused by the Supplier's negligence, the Supplier shall not be liable to the Customer by reason of any representation, or any warranty (whether express or implied), condition or other term, or any duty at common law, or under the express terms of the Conditions or the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential loss or any compensation whatsoever (and whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or their use by the Customer, except as expressly provided in these Conditions.
5.4 The Supplier shall not be liable for any loss (whether direct or indirect) to the Customer, whether of data or otherwise, caused by any delay or interruption in the provision of the Services.
5.5 The Contractor assumes no risk connected with the design performed.
5.6 The Contractor assumes no risk connected with the work performed by a subcontractor, (subcontractors are hired by the owner, whom enters into a separate agreement with the subcontractor, project managed and paid by the contractor).
5.7 The agreement will carry until the design is completed and full payment has been made.
5.8 Products purchased on behalf of client are subject to individual guarantees & terms supplied by manufacturer.
5.9 The ‘contractor’ is not held responsible for general wear & tear, misuse, malicious damage.
5.9.1 The ‘contractor’ reserves the right to repair or replace at their discretion.
5.10 Graphic Idea will not be held responsible for print setup or design faults when using independent printer of clients choice.
5.10.1 Graphic Idea will not be held responsible for any printing ordered through Graphic Idea, as it is done externally through sub-contractors
(Graphic Idea will strive to resolve disputes).
6. Data Protection
6.1 The Supplier shall be entitled to place any information provided by the Customer in a computerised directory.
7. The Licensed Programs
7.1 The Licensed Programs are owned by the Company/person/legal entity stated as being the owner on the Licensed Program. The Customer warrants that it shall only use the Licensed Programs in accordance with the terms and conditions referred to therein and that it shall fully indemnify and hold harmless the Supplier in respect of any breach of those terms and conditions.
8. Maintenance
8.1 All maintenance is subject to 20 minor textual/images changes per calendar month. All domains, hosting and annual maintenance will be automatically renewed unless sixty days notice is given. If notice is not given, payment will be due for that year. Initial payment of maintenance activates the annual renewal.
8.2 The Supplier reserves the right to the design or any part thereof at any time in order to carry out a change. The Supplier shall take reasonable steps to inform the Customer of changes but shall not be liable if it does not do so.
9. Force Majeure
9.1 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Conditions and/or the Contract by reason of any delay in performing, or any failure to perform, any of it's obligations, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier's reasonable control:
9.1.1 Act of God, explosion, flood, tempest, fire or accident;
9.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.1.3 acts, omissions, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority or public telephone operators;
9.1.4 import or export regulations or embargoes;
9.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
9.1.6 difficulties in obtaining raw materials, labor, fuel, parts or machinery;
9.1.7 power failure or breakdown in machinery.
10. Conditions
10.1 If any claim is made against the Supplier in respect of the use or misuse of the Services by the Customer or any breach of the Conditions and/or Contract by the Customer then the Customer shall fully indemnify and hold harmless the Supplier against all loss, damages, costs and expenses awarded against, or incurred by, the Supplier in connection with the claim, or paid or agreed to be paid by the Supplier in settlement of the claim.
10.2 The Customer shall give the Supplier all reasonable assistance for the purposes of any such proceedings or negotiations above-mentioned.
11. Duration and Termination
11.1 The Contract shall come into force on the date set out in the Quotation and contractors agreement and, subject to the following provisions of this clause, shall continue in force until all services cease within 90 days.
11.2 The Supplier shall be entitled forthwith to terminate the Contract if:
11.2.1 The Customer commits a breach of any of the provisions of the Conditions or the Contract;
11.2.2 The Customer makes a voluntary arrangement with its creditors or becomes subject to an administration order;
11.2.3 The Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the re-organization effectively agrees to be bound by or to assume the obligations imposed on the Customer under the Contract); or
11.2.4 The customer ceases, or threatens to cease, to carry on business.
11.3 Any waiver by the Supplier of a breach of any provision of the Conditions / Contract shall not be considered as a waiver of any subsequent breach of the same or any
other provision.
11.4 The rights to terminate the Conditions or the Contract given by this clause shall not prejudice any other right or remedy of the Supplier in respect of the breach concerned
(if any) or any other breach.
11.5 Upon the termination of the Contract for any reason, subject as otherwise provided in the Conditions and to any rights or obligations which have accrued prior to termination, the Supplier shall not have any further obligation to the Customer.
11.6 If a project is not completed within the set timescale and the balance has been paid in full, there will be an additional charge to complete the project using updated software and to compensate for price increases.
11.7 If a project is not completed within the set timescale and the balance has been paid in full, there will be an additional charge to complete the project within a deadline.
11.8 All domains, hosting and annual maintenance will be automatically renewed unless sixty days notice is given. If notice is not given, payment will be due for that year.
11.9 Free hosting offer expires after 1 year and is only applicable on website orders over £ 500.00
12. Nature of Agreement
12.1 The Supplier shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company shall be deemed to be the act or omission of the Supplier
.12.2 The Supplier shall be entitled to carry out its obligations through any agents or sub-contractors appointed by it in it's absolute discretion for that purpose.
12.3 The Customer may not, without the written consent of the Supplier,sell, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations.
12.4 The Customer acknowledges that, in entering into the Contract, it does not do so on the basis of or rely on any representation, warranty or other provision except as expressly provided in the Contract, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
12.5 If any provision of the Conditions or Contract is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of the Conditions or Contract and the remainder of the affected provisions shall continue to be valid.
12.6 The Conditions and the Contract shall be governed by and construed in all respects in accordance with the laws of England and the parties hereto submit to the exclusive jurisdiction of the English Law Courts.
13. Notices
13.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by first or second class pre-paid post, telex, cable facsimile transmission, E-mail or comparable means of communication) to the other party.
13.2 Any changes for web-site maintenance must be spell and grammar checked, once this is received the changes can take up to 5 working days to replace prior information. All maintenance is subject to 20 minor textual/images changes per calendar month. All domains, hosting and annual maintenance will be automatically renewed unless sixty days notice is given. If notice is not given, payment will be due for that year.
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