Jumbo Design Solutions
Terms & conditions December 2009
1 Services to Clients - Introduction
1.1 We want to be sure that Jumbo Design Solutions (JDS) provides the best services to you, our clients in creative design. These Terms and Conditions of Business have been prepared and form part of our contract with you in order that we can both be clear what is expected of us and should be read in conjunction with the quotation we have prepared for you (the "Quotation").
The primary purpose of these terms and conditions is to minimize 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. If any term or condition appears unreasonable this is not our intention. We have a large client portfolio that has been built up by our respecting our clients and providing good quality customer care and support. We are always striving to improve our services and your feedback will always be welcome.
2.1 We supply you with the Quotation on the basis that estimates of our costs and expenses shall not be binding. We shall try wherever possible as the Work progresses to update you on costings and to seek your approval where any estimate is likely to be exceeded. Any changes to the original instructions may result in a revised quotation being issued.
3 Approvals and Authority
3.1 We require client approval at all stages and will be asking for specific approval by way of signature to ensure that you are happy with the following:
(a) Copy, design concepts, layout artwork, proofs for printing and website pages;
(b) Project schedules; and
(c) Estimate of cost of the services covered by our contract.
We ask that our clients nominate a person as contact and that, that person be the only one authorised to approve all stages.
3.2 Client approval will be final and by giving it you will be deemed to have accepted that part of the Work. This will be our authority to purchase production materials and prepare proofs to make production contracts to reserve and make contracts to reserve and make contracts for space with media or suppliers under their terms and conditions.
3.3 You may request us to change, reject, cancel or stop any and all plans, schedules or Work in progress and we shall take all possible steps to comply provided that we can do so within our contractual obligations to media and suppliers. In the event of any cancellation or amendment it will be necessary for you to reimburse us for any charges or expenses to which we are committed and also to pay our fees covering these items.
4.1 Our fees for the Work will be specified in our Quotation. We reserve the right to increase our rates on notice to you if we incur any increased cost directly associated with the Work which was not anticipated in our Quotation.
Advertising space will be charged to you at current published rates in effect at the time. We will credit you with any refund received by us in connection with space, time or materials for which you have paid us.
4.3 All activities which are carried out at your request, display material, booklets, brochures and other promotion materials which may be prepared layouts, copy will be charged to you.
4.4 Website hosting
Unlike most other hosting companies, JDS does not generally make additional charges related to the file size of your site or make additional charges related to the actual bandwidth used by your site. However, as your website grows in the number of people visiting it, we will need to increase the hosting cost to you as your website absorbs more bandwidth and resources of the server that your site is hosted on. Before increasing the cost, we will discuss with you an appropriate charging structure that enables us to continue to provide a very high quality hosting service that is essential to the success of your website. We review the charging structure of your hosting and resource usage on an annual basis, unless the traffic to your website dramatically increases or decreases in between the annual review periods.
4.5 Website Maintenance
Work carried out on your website will be charged at our standard hourly rate.
4.6 Email Technical Support
If you have a problem with emails and you ask us to investigate the problem, we will do so on the understanding that:
a. If the problem is not caused by ourselves or our server systems, then you will be charged for the entire time we have taken in investigating the problem on your behalf, regardless of the outcome of the investigation.
b. Wherever possible we will attempt to track the cause of the problem, but where the problem is caused by a third party or intermediary that you are using, it is your responsibility to resolve the issue directly with them.
c. We will only investigate email problems that relate to email accounts being hosted on our servers.
4.7 Domain Name Registration
If JDS registers any domain names on your behalf they will be registered in your name or company name and will therefore be owned by you. It is your responsibility to ensure that any fees due in respect of the domain name are paid promptly, otherwise you may lose the right to that domain name.
4.8 Domain Name and Website Transfers
If you wish to transfer your domain name or Website to another hosting company please contact JDS`s for any charges that may be applicable. Accordingly if you decide to host your site with another hosting company, JDS cannot be held responsible in any way for the future operation of the site or that it operates or functions as JDS intended once it has been transferred away from JDS`s network.
5 Payment of Accounts
5.1 We invoice fees either at the completion of each stage of an agreed production schedule or on a monthly basis as advised to you.
5.2 Account invoices are due for payment as detail on JDS invoice (payment terms are normally 30 days of issue date of invoice). It is important for our continuing good relationship that our payment terms are fully understood.
5.3 Some suppliers require payment in advance, you agree to pay interim invoices in respect of such services immediately on delivery.
5.4 All media invoices will be rendered in the month of publication.
5.5 Any invoice that remains unpaid by the 28th of the month following the due date will have interest at 4% over our bank`s base rate added to it from the date of invoice. Interest will continue to be added monthly until the invoice is paid. All other Work in progress will also cease and the Work completed up to date charged to you. We reserve the right to delay the delivery of any of the Work if any interim invoices remain unpaid.
5.6 Domain renewals, email and hosting services
Unless JDS receive your payments by the due date, JDS will not be able to pay your domain renewal and hosting costs on time and your site or sites will be disconnected and emails suspended without warning or notice. The effect of this will be that your site or sites will not be viewable by the public, emails cannot be received or sent and search engines will assume your site has closed down, potentially deleting it from their listings. To avoid these problems JDS would recommend that you make your payments to JDS either by direct debit or standing order (available on request) or within 30 days of the issue date of the invoice.
Any invoices issued by JDS in the past, present or future irrespective of the work or service provided or contained within the invoice, if not paid within the invoice payment terms, will result in the site or sites being disconnected without notice will not be reconnected and no other work or service will be carried out until the defaulting invoice is paid. Where possible JDS will provide you with notice of disconnection, but failure to do so will not prejudice the terms and conditions of this document. These payment terms are necessary so that we can provide you with a high level of service, ensure that your site has the maximum uptime and that our work and time is focused on marketing your business in accordance with JDS`s terms of reference with you.
6 Sub-contracted Work and Terms of Business with Suppliers
6.1 We may sub-contract any part or parts of the Work.
6.2 We shall contract with suppliers for certain services and unless otherwise stated, our contracts with the suppliers are made in accordance with their standard conditions. The rights and liabilities between the various suppliers and us under such standard conditions including the terms applying in respect of cancellation of contract with third parties that we have made on your behalf.
7.1 All ideas, visuals, imagery and designs remain copyright of Jumbo Design Solutions (JDS) until final payment. All other imagery, mapping, audio, film and music supplied and used must have the correct copyright usage and permissions in place. Where a member of the JDS team has created illustrations or shot photography for your project, the copyright to this imagery remains with JDS. You have a licence to use these images in the printed material or website that we have created for you. The copyright and therefore the free use of the photography can be purchased at an agreed cost.
An extension of the licences as set out above can be purchased so that they can be used in other areas of your business or marketing material. The copyright to the photography, illustrations can also be purchased from JDS at a mutually agreed cost. Where we have introduced a professional photographer, illustrator or copy writer to you, it is your responsibility to agree with them their costs, invoicing arrangements, copyrights and any terms and conditions that may apply.
7.2 All imagery available to purchase through jumbo images photo library remain the property of Jumbo Design Solutions. Images may not be downloaded, reproduced, copied, projected, or used in any way without express written permission. When images are supplied by jumbo images photo library as prints, canvases, acrylics or digital files the copyright remains the property of Jumbo Design Solutions. If digital images are purchased for commercial usage, the following copyright credit must accompany the images © jumbo images www.thinkjumbo.com
7.3 If we make a presentation to you any information and ideas which it contains belong exclusively to us and must be treated as confidential information and may not be used or disclosed in any form without our express written permission.
7.4 Additional Software and Hardware
It is your responsibility to ensure that you have the appropriate software, valid software licences and computer hardware that you might need to use or operate any of the services that we provide to you.
8 Limitation of Company`s Liability
8.1 Whilst we shall use all reasonable care and skill to carry out the Work for you JDS shall have no liability to you for consequential loss which you might suffer rising out of or in connection with our services or the finished Work. Our total liability to you for other loss which you might suffer which arises out of this agreement shall not exceed the total charge which we make for the Work.
8.2 We shall not be responsible for errors or omissions in the Work or any part of it after it is approved by you.
8.3 Whilst we can accept no liability for the compliance of the Work with advertising codes and with statutory requirements we ask that in order to satisfy these requirements the client agrees to supply us with objective factual evidence, if so required, in support of any product claims to be made. You will inform us if you consider that any claim made in any copy submitted by us for approval is incorrect or misleading, in relation to his product or service.
8.4 Should any problem occur with the hosting, JDS will undertake to rectify the problem immediately and will continue to work on the problem until it is resolved. However, JDS cannot accept any responsibility for any loss of sales or business whilst the site is offline or affected by the problem. Our internet servers use server side components and software that are widely available to all other hosting companies operating on a Microsoft server platform. If you elect to host your site, we cannot guarantee that your site`s programmed elements will function on their servers unless they are using these components and are correctly configured. At our discretion and subject to your covering our costs at our standard hourly rate, we can offer to re-program your site to operate on the hosting company`s servers.
8.5 To the maximum amount permitted by law, in no event shall JDS or its suppliers be liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any other duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use or inability to use your website, hosting, software or any service provided by JDS or its support services, or the provision of or failure to provide support services, or otherwise under or in connection with any provision of our services, even if JDS or any supplier has been advised of the possibility of such damages.
8.6 It is your sole responsibility to manage all aspects of your Website`s security in respect of credit card and personal details taken through your Website (including, but not limited to, security of details taken through website forms, emails, e-commerce facilities and any person`s details that may be held on the Website`s server).
9.1 We will insure your articles, negatives, photography, etc, retained in our hands during the performance of this contract.
You will insure your property and the Work whenever it is in transit between you and us, us and printers, production companies etc and when in the hands of media, printers, production companies etc.
10.1 Our contract may be terminated or suspended at any time by one of us giving the other one month`s (or such other period as we have agreed) prior written notice or if there is a breach by either of us of these Terms and Conditions of Business and the party in breach within 14 days of receiving notice from the other party asking them to do so on expiry of such notice.
10.2 Our contract shall terminate immediately if you cease to pay your debts in the ordinary course of business or cannot pay your debts or have a winding up petition issued against you or if you as an individual becomes bankrupt or has a bankruptcy petition issued against you.
10.3 On termination or suspension of our contract we shall immediately cease work and be entitled to require payment (which may be up to the full amount of estimate or quotation given) together with all third party expenses incurred on your behalf during this contract.
10.4 On termination or suspension of our contract if any invoice remains unpaid we shall have the right to retain any of your goods and property which you may have left with us and Work carried out to date and we shall be entitled after 14 days from the date of termination of our agreement to dispose of those goods or property in a way and at a price we then see fit and to us the proceeds towards the amounts owed to us by you.
11.1 You shall indemnify us against and in respect of any claims cost and expenses arising out of the completed Work including the alleged infringement of a third party`s copyright or other intellectual property rights or in respect of any non-compliance of the completed Work with the British Code of Advertising Practise or Statutory requirements.
11.2 This indemnity shall extend to any additional costs incurred by us as a result of your changing your instructions after approval has been given at any stage in the Production Schedule.
12.1 If due to war, strikes, terrorism, lockouts, accidents, fire, blockage, import or export embargo, ice obstruction, hijack, natural catastrophes or other obstacles over which we have no control, we fail to complete the Work in the manner and within the time required, we shall not be held responsible for any loss or damage which may be incurred by you as a result of such failure.
13.1 We acknowledge a duty not to disclose without permission during or after our term of appointment any confidential information resulting from studies or surveys commissioned and paid for by the client. The client, in turn acknowledges our right to use as we see fit any general marketing or advertising intelligence in the field of the product or service which we have gained in the course of our appointment.
14.1 Our contract shall be governed by English Law.