terms of business
This document sets out the terms and conditions between your business and Division Design Limited (herein called “Division Design”) and forms an integral part of any existing and future proposal or other written document or communication between your business and Division Design. The primary purpose of these terms and conditions is to minimise any potential misunderstandings and to clearly state the design and build phases of each project and set out the timings as to when stage payments are due.
Office Hours
Division Design’s office hours are 9.00am – 5.30pm, Monday to Friday. Telephone calls received out of hours will be diverted to our answering machine and dealt with on the next working day. Where staff mobile telephone numbers are provided, we ask that you exercise discretion when calling out of hours and only call in emergencies, as in some cases these are also the staff’s personal telephones. We appreciate your understanding.
Provision of Materials
You agree to provide us with the specific copy, images and information we require in order to create your product, or to advise us as to where we can locate such materials. We accept no responsibility for your site not being put live/product being completed by a specific date if we are unable to secure necessary and/or suitable information and/or materials from you. If you cannot supply the information you wish to feature in your product, we will do what we can to obtain it, but we accept no responsibility for errors, omissions or discrepancies which may be present on the final product, as these may arise through our lack of specialist knowledge regarding the content of your product. The time taken to compile the data, as well as any time required to correct errors, omissions or discrepancies which have arisen through your not providing us with adequate materials, will be charged to you at our standard rate. We accept no responsibility for the delay caused in providing you with the final product as a result of your supplying us with insufficient or unsuitable materials. This does not apply if the additional cost could have been avoided but for unreasonable delay on the part of Division Design in ascertaining the unsuitability of the materials with which you provide us. Where you supply or specify materials, we will take every care to secure the best results in the finished product, but we accept no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
Print Proof Agreement
Your approval of a final proof (printed or electronic) confirms that you agree to the design and contents of the document as depicted on the proof. By approving, you absolve Division Design of all liability for any errors, omissions or discrepancies which may be present on the proof. Once you have approved this work, you are not able to make any changes to the final product, nor are you able to hold Division Design responsible for anything you are unhappy with. This contract revokes your right to take any kind of action against Division Design for any aspect of the work with which you are later dissatisfied. Signing this contract means that, as long as the finished product is as discussed with the sales representative and consistent with the proof if supplied, you must pay in full for the work. This fact applies whether or not you later take issue with any aspect of the product. These terms are final and non-negotiable. This is your final opportunity to make changes to the content.
Making Changes After Proof Stage (Print Only)
If a change is requested, we will do everything we can to make the correction before the printing starts, but we cannot guarantee this. We accept no responsibility, under any circumstances, for any mistakes present on the completed work, as the signing-off of a proof absolves us of all liability (see “Proof Agreement” above). Once the proof is signed off or agreed, whether verbally or via email, we incur a film / plate(s) charge and this is passed on to you as part of the total charge (see “Price Breakdown”). Any changes made after a proof is signed off will result in a further charge.
Print Quality (Print Only)
Every effort will be made to obtain the best possible colour reproduction on customer’s work but because of the nature of the processes involved, Division Design cannot guarantee an exact match in colour or texture between any materials with which you supply us, and the printed article.
Quantity Supplied (Print Only)
Every effort is made to produce the exact quantity of items ordered. However, some variation is inherent in the print process and so you accept that minor variations in quantity are possible. These do not affect the price charged.
Claims (Print Only)
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Division Design within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to Division Design and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to Division Design within 28 days of delivery. Division Design shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
Standing Material (Print Only)
All materials (including but not limited to film, plates, negatives and positives) produced and used by Division Design during the production process remain the property of Division Design. Where these materials are provided by the client, they remain the property of the client. Division Design reserves the right to dispose of lithographic work immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for the safe-keeping of the materials.
Payment Terms (Print)
New customers agree to pay a deposit of 40% of the final bill upon ordering, and to pay the outstanding balance on delivery of the completed work. Existing customers agree to adhere to the terms stated on the invoice. All deposit payments are non-refundable.
Websites
Website Updates & Site Maintenance
These are charged at £60 per hour (or part thereof). If you want to introduce new material in the form of extra pages, additional functions, or more information than is already available on your site, this must be paid for as a new job.
Website Proofs
Once a client has agreed a look and feel proof and instructed Division Design to proceed to build, any subsequent changes in style or design requested by the client will be charged for at the appropriate hourly rate.
Exceptions (Web)
We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as these as part of our construction package. This policy applies throughout your contract with Division Design: if a minor detail needs to be amended, we are more than happy to do so, free of charge. Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for.
General
Copyright
Unless negotiated and agreed in writing, the copyrights of general artwork, commissioned artwork, illustrations, website design, programming and copy belong to Division Design. If you supply us with material, it is your responsibility to obtain all necessary copyrights for its use, and we assume that you possess these. In such cases, the copyright belongs to you. By signing this agreement, you agree to indemnify Division Design from any claim which arises regarding the use of material with which you supply us. We reserve the right to use any artwork or printing we produce for the purposes of promoting our services unless you request otherwise in writing. Copyright is retained by Division Design on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
Image Library
Where Division Design obtain the rights to use images sourced from a commercial image library, neither the client or Division Design has any legal ownership of the image(s). Any charges made for the supply of images are purely for the sourcing and use of those images by Division Design. Because of copyright laws we are unable to supply these images to third parties for any other use.
Quotes
All quotes for work are valid for thirty (30) days, after which time all proposed work will have to be re-quoted. We take no responsibility for a re-quoted price differing from an original quote.
Illegal Matter
Division Design reserves the right not to print any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies us in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
Consequential Loss
Division Design accept no liability whatsoever for consequential or third party losses, resulting in a delay in delivery howsoever caused.
Financial Loss
Division Design accept no liability whatsoever for financial loss or loss of earnings arising from products or services provided by Division Design.
Force Majeure
Division Design accept no responsibility if we are unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency you may, by written notice to ourselves, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
Liability
Division Design shall not be liable for any loss to the customer arising from delay in transit caused by circumstances beyond Division Design’s control.
Price Breakdown
The invoice we send you will be itemised, showing the cost of the design and research process, as well as the production itself. Supplying us with suitable material will, therefore, reduce the time spent on design and, thereby, the final charge. VAT is charged at the current Customs & Excise rates and according to current regulations, irrespective of whether or not it is included in a price quotation.
Jobs Put On Hold or Cancelled by the Client
Jobs put on hold or cancelled by the client during production will be invoiced at current stage and materials. This invoice must be paid in full together with any VAT that falls due accordingly.
Credit Terms
For invoices not settled within the agreed credit terms, we reserve the right to charge interest on the overdue debt at 2% above the Barclays base rate at the time and an administration fee to cover the debt recovery costs.
Insolvency
Any customer ceasing to pay their debts in the ordinary course of business or proving unable to pay their 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 it, Division Design, without prejudice to other remedies, shall (i) 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 it, and (ii) in respect of all unpaid debts due from the customer, have a general lien on all goods and property in its 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 we think fit and to apply the proceeds towards such debts.
Data Protection
Division Design agrees keep the confidential information of its clients confidential, including all administration areas of websites and details of referrers and those who are referred. All such data recorded by a website will be completely secure, and all information will be treated as confidential in accordance with the Data Protection Act.
Division Design Limited
June 2012