These are our Terms of Business which shall together with the Order Form and any Proposal Documents govern our appointment with clients (including resellers) (referred to in these term as ‘you/your’).
The Terms of Business will prevail in case of conflict with statements within any Proposal Document.
Contrast Design Limited is a company incorporated in England and Wales (04807329) with its office at 344A Holdenhurst Rd, Bournemouth, Dorset, BH8 8BE (referred to in these terms as ‘we/us/our’) http://www.contrastdesign.co.uk
1. Interpretation and Definition
- Event of Force Majeure
- Any event beyond the control of the party concerned which renders it impossible or substantially hinders its performance including, without limitation, conventional or nuclear war, riot, civil commotion, terrorism, insurrection, acts of civil or military authority, fire, Act of God, epidemic, storm, embargoes or shortages, delays in transportation, inability to obtain supplies, the requirements or regulations of any civil or military authority but not including strikes or other forms of industrial action;
- Intellectual Property -
- Means any patent, registered design, copyright, database right, design right, topography right, trademark, service mark, application to register any aforementioned rights, trade secret, right in unpatented know-how, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world;
- Project build stage -
- Commencement of work on individual element of the job
- Source Files -
- Computer files used to build the project/s but not the actual product itself
- Third Party Companies -
- Including but not limited to Mac and Web hosting companies, Apple Mac, Microsoft and Adobe
- VSP -
- Virtual Sales Presentations
The headings used are for reference only and shall not affect the interpretation of the terms. If you have any questions about these terms and conditions please raise them with us immediately via firstname.lastname@example.org otherwise we will assume you are in agreement with them.
2. Our Services
We are a design and multimedia company producing websites, CD Roms, print, video, production, animation, graphics and specialist services/products such as VSP’s.
We will provide these products and/or services in a professional and efficient manner. We will retain the source files for all products and services rendered, including proprietary code, video source and project data.
You understand and agree that we are not a web-hosting company. We utilise the services of a third party web hosting company however cannot guarantee either the availability, service standards, or financial security/solvency of the web hosting company. Please request the hosting company's terms and conditions. You may arrange and manage an alternative web hosting company if preferred. In any event you will be responsible for maintaining appropriate hosting backups.
3. Your Responsibilities
You confirm that any images, music, or assets supplied to undertake the contract are the property of your company or you have an appropriate licence to use the assets.
You agree to pay the contract price and any other monies payable under the terms and invoiced by us, immediately on issue of the invoice and in any event no later than 30 days.
You agree to provide accurate, complete and timely information and content to enable us to fulfil our obligations under these terms of business.
The products and/or services are provided to run on any computer that conforms to a minimum technical specification document (a copy of the specification is available on request). Alternative requirements must be advised before the project build stage. We cannot be held responsible for any changes to your operation systems, software or computer systems that affect your requirements after this time.
You agree that we shall provide the products and/or services in reliance on the information and data provided by you.
We will not be liable for any damage incurred to your property whilst filming at any location. You are responsible to ensure that suitable Employers Liability insurance is in place.
You agree not to approach staff, freelancers or subcontractors (including Models, Actors/Actresses) introduced by way of our services to you, for direct employment or contractual work unless specific agreement has been made with us.
A payment plan for the services rendered will be issued along with any proposal or quotations supplied.
Additional expenses and mileage will be charged at cost and are payable immediately upon being incurred, as invoiced.
VAT shall be charged at the prevailing rate and is in addition to the contract price, additional expenses and mileage payable.
Change requests to the job specification after project build stage may incur a reasonable amendment cost in addition to the agreed contract price, based on additional workload required from us. In addition a fee will be charged for ongoing maintenance services as requested by you. These fees will be agreed with you before services are rendered.
Where information and content have not been provided by you in a timely manner or within 90 days at the latest, we reserve the right to invoice the remaining amount owed under the contract, in advance of services rendered, for immediate payment on issue of our invoice.
Legal and beneficial title shall remain with us until payment is received in full and in cleared funds of the contract price and additional expenses.
In the event of late payment we retain the right to charge interest at a monthly rate of 2.5% or statutory interest rates, whichever is the higher.
These terms of business shall take effect immediately and shall continue with full force and effect until completion of all product and/or services by us, payment of all fees and expenses due from you or until replaced by new terms of business.
These terms of business may be terminated at any time by mutual agreement.
With effect from expiry or termination (whatever the reason for termination) we shall have no further obligation to perform any of the Services and all fees and expenses payable by you shall become due and payable. We will continue to provide Services at your request but only if we are able to do so and can agree an appropriate costs.
6. Data Protection Act
We warrant that we will duly observe all the requirements of the Data Protection Act 1998.
Except as set out below, we agree to keep all information received from you confidential and to use it solely for the purpose of providing the Services. This obligation of confidentiality will not apply where: you have given written permission otherwise; disclosure is required to satisfy legal obligations; such information is in the public domain; or the information is rightfully in our possession other than as a result of a breach of any obligation of confidentiality.
8. Intellectual Property
Intellectual Property rights in any product and/or work created for the purposes of this contract, to include but not limited to photographs, video and 3D models, shall vest in us. We grant a licence to you to use such product and/or work indefinitely.
Your consent is provided for us to use brand, trademarks, trade names and logos for the purposes of carrying out our obligations under this contract.
A discrete Contrast Design link will be inserted at the bottom of all VSP’s and websites created. This will be removed if requested.
9. Third Party Companies
No liability shall arise for any errors or deficiencies in the services arising out of internet updates from third party companies.
10. Force Majeure
We shall not be liable in any way for failure to perform, or delay in performing our obligations under these terms of business if the failure or delay is due to causes outside our reasonable control. In the event of a Force Majeure arising we will notify you as soon as reasonably practicable.
11. Governing Law and Jurisdiction
These terms of business shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with it shall be submitted to the exclusive jurisdiction of the English courts.