Terms and Conditions
The TERMS AND CONDITIONS, hereafter referred to as “Terms,” stated below apply to all services and products offered by S8 Design, hereafter referred to by the first person, plural forms "We," “Us” and “Our.” By ordering services and products from Us, The Client, hereafter referred to by the second person forms “You” and “Yours,” agree to be bound by these Terms.
CONFIDENTIALITY:
We and You may mutually exchange confidential information related to any project, as described in a separate Project Proposal, which is subject to these Terms. Information to be deemed confidential shall be explicitly identified as such in writing or recordable, electronic form at the time of its transmittal. Any information thus deemed confidential shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
- Is known to the receiving party prior to its disclosure;
- enters the public domain without breach of these Terms;
- is derived or obtained from third parties, which have no obligations, respecting confidentiality, to You or Us.
DESCRIPTION OF PROJECT:
A separate Project Proposal will describe the work that is required of Us.
PAYMENT SCHEDULE:
The separate Project Proposal will detail projected delivery dates, specify project deliverables and estimated costs. As related to estimated costs, You shall pay Us fifty percent (50%) of those costs, as a deposit for commencement of the Project. The balance of those costs and any and all additional expenses, which arise during the Project and agreed as acceptable by You, become due on completion of the Project. Receipt of payment for all outstanding costs is perquisite to Our relinquishment or publication of files to a server specified by You.
DUE DATES:
We agree to make every effort to deliver samples of design on dates as cited in the Project Proposal. You should be aware that failures by You to submit required information or materials in a timely fashion may cause subsequent revisions to the schedule detailed in the Project Proposal. We reserve the right to adjust dates of delivery to compensate for delays caused by your failure to provide content on schedule.
FEES & ADDITIONAL SERVICES:
Changes in Your requirements, direction or scope of the Project may at Our discretion demand renegotiations of deliverables and dates of delivery. Any aspect of content or elements of functionality that You request during the course of development of the Project that are not detailed in the original Project Proposal will be deemed be Us to demand a revised Project Proposal. Should there be significant increases in the projected costs that result from changed requirements; payment of fifty percent (50%) of those increases shall become due as a prerequisite to Our acceptance of the revised Project Proposal.
We shall deem projected cost increases for a revised Project Proposal to be “significant” and thus immediately due for billing of advance deposit if those increases are at least ten percent (10%) of the costs estimated in the original Project Proposal. All services related to the negotiations of new requirements and the creation of a revised Project Proposal will be billed at Our standard rates for consulting services and become immediately due; all such charges will be deemed to stand outside the costs of both the original Project Proposal and the revised Project Proposal.
EXPENSES:
In addition to the costs of deliverables as specified in the Project Proposal, You agree to reimburse Usfor any of the following expenses which we undertake on Your behalf as necessary to completion of the Project: graphics, fonts, messengers, proofs, research, shipping, third-party software, stock photography, travel, telephone consultation.
ASSIGNMENT OF WORK:
We reserve the right to retain other designers or subcontractors and assign to them such aspects of the Project as we deem required to ensure the quality and schedule of delivery of the Project. Any such parties shall be required to conform to the same confidentially policies as those to which We are bound by these Terms.
LIMITATION OF LIABILITY
You agree to indemnify and hold Us harmless against any and all claims, costs, and expenses, including attorney's fees and court and filing costs, due to:
- materials included in the Project at Your request for which no copyright permission or previous release was obtained or uses which exceed those allowed pursuant to a permission or release;
- Claims against Us related to the accuracy or veracity of materials included in the Project at Your request.
PUBLICATION:
You may publish or disclose information regarding the Project and shall acknowledge Our support in all such publications. You will not use Our name in any advertising or publicity without Our prior approval expressed in written or electronically transferrable form. We will not use Your name in any advertising or publicity without Your prior approval expressed in written or electronically transferrable form.
GUARANTEES
We shall make every effort to design and deliver pages that display correctly in most, popular, current web browsers. We do not guarantee ongoing correctness in versions of browsers released subsequent to the final delivery of the Project. Any efforts to upgrade pages to comply with the requirements of new versions of browsers will be deemed by Us to fall outside the scope of the Project Plan to which these Terms apply and will require the initiation of a new Project.
You agree that We cannot guarantee the provision of network infrastructural services or be held responsible for website unavailability caused by third party services, such as the providers of Our shared or private hosting packages. If it is within Our power to rectify the situation or recommend solutions to such issues, we can be commissioned to do so at Our standard hourly rates, but such services by Us are deemed to lie outside the scope of the Project to which these Terms apply.
COPYRIGHT NOTICE:
Copyright of the Project is in Our name. Upon completion of the Project, the copyright will only be released to You upon Our signing of a Release of Copyright. Certain elements and collections of code included to the Project may be deemed by Us to be generally unrelated to Your specific intellectual property interests and are released to you without transfer of ownership.
TERMINATION:
Either party may terminate the Project by giving thirty (30) days written notice to the other of such termination. In the event that the Project is postponed or terminated at Your request, We shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under these Terms. If additional payment is due, such shall be payable within thirty (30) days of Your written notification to stop work. In the event of termination, You shall also pay any expenses incurred by Us prior to receipt of that notification, and We shall retain all rights to the Project. You shall assume responsibility for all collection and legal fees necessitated by default in payment.
REVISIONS
We reserve the right to change or amend these Terms. Changes and amendments to these Terms will be published to Our website. Such revisions will not be deemed retroactively enforceable without consent of affected parties.
RESERVATION OF RIGHTS:
All rights not expressly granted herein are reserved to Us, including but not limited to all rights to sketches, wireframes, comps or other preliminary materials.
RELATIONSHIP
We and You are independent parties, and nothing in these Terms or the Project Proposal shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither We nor You has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
REGULATION
These Terms shall be governed by and construed in accordance with the laws of the United Kingdom.
Last Amended - 08/03/2009
