Standard Terms and Conditions

 

Introduction

Thank You for choosing Digital Effect. All agreements are made solely between the Client, “You” (the party to whom the Company provides services) and “Digital Effect”.

Project Definition

These Terms of Business should be read in conjunction with the Project Definition sent to You at the same time (“Project Definition”) which incorporates these Terms of Business. The Project Definition sets out, amongst other things, the services Digital Effect will provide to You (“Works”) and the fees which will be charged (“Fees”). Additional defined terms are set out in the Project Definition. Digital Effect aims to offer a friendly and efficient service and will exercise reasonable skill, care and diligence in carrying out the Works.

These Terms of Business come into force with immediate effect upon Your first instructions or order and these Terms of Business will apply to any current and future instructions or commission that You are kind enough to give Digital Effect and to any specific Works referred to in the current or a future Project Definition.

These Terms of Business and the Project Definition constitute the entire agreement between Digital Effect and You regarding the Works. Any additional work not specified in the Project Definition must be authorised by a written change order signed by You and Digital Effect and may result in changes to Fees and Disbursements.

Your Brief

You, as Digital Effect’s client, represent, undertake and warrant to Digital Effect that, to the best of Your knowledge: (i) any instructions given and materials supplied by You will be accurate and complete and will not cause Digital Effect to infringe the rights (including intellectual property rights) of any third party or the laws or regulations (including data protection legislation) of any country and (ii) You have complied and will comply with the Minimum Client Requirements set out in the Project Definition.

Digital Effect and You agree to work together to complete the Works in a timely manner. Digital Effect agrees to work expeditiously to complete the Works in line with the timeframe agreed in the Project Definition however this timeframe is dependent on Digital Effect being provided with Your continued co-operation in order to approve Works at various stages. Digital Effect cannot be held responsible for any loss incurred where You (or any third party instructed by You) have not provided clear and complete instructions within any given time limit and with sufficient notice.

If You request changes to the Works Digital Effect reserves the right to revise the Project Definition. If the Works are shortened, delayed, cancelled or terminated early by You, the final invoice will include the balance of the Fees for providing the Works plus any reasonable costs and disbursements incurred by Digital Effect due to Your acts or omissions. For example, You shall be liable for the costs and disbursements incurred by Digital Effect for pre-booked fieldwork, which is delayed, not used or not fully used.

Digital Effect recommends that You retain copies and backups of all materials, data or information provided to and from Digital Effect.

Sub-contracting

Digital Effect reserves the right to assign sub-contractors to this project to ensure the right fit for the job as well as timely completion. Digital Effect shall be the primary obligor in relation to such sub-contractors.

Digital Effect is only responsible for the quality of the service provided by sub-contractors if those sub-contractors have been selected and paid for directly by Digital Effect. If You designate a specific sub-contractor, then Digital Effect shall not be responsible for the accuracy, completeness or quality of the work of that sub-contractor.

Fees and Disbursements

Digital Effect’s fees are all exclusive of VAT which must therefore be added at the current rate and will be indicated on all invoices. Digital Effect’s fees are also exclusive of disbursements.

Payment of fees for works shall be paid as a minimum of 50% upfront and the remainder on delivery of the Works unless otherwise agreed. Any Works provided over more than one calendar month will be subject to invoicing at the start of each calendar month with the final invoice raised on delivery of the final Works. All invoices shall be due on the invoice date and shall be subject to payment within 7 days.

Upon making first payment to Digital Effect the client is then automatically committing to paying the full amount quoted for the project invoiced for (unless otherwise stated), which may well be the case for any of our digital marketing packages which are contracted specifically for each individual project.  Refunds for website projects will only be given at the discretion of Digital Effect.

If You dispute, deem incorrect or inaccurate any invoice, contract or agreement Digital Effect must be notified, in writing, within 48 hours of receipt. Failure to do so renders any future claim inadmissible.

Payments must be made promptly, a £20.00 additional fee will be incurred if payment is not received within 21 (twenty one) days of the due date. If an amount remains delinquent 30 (thirty) days after the due date, an additional 5% (five percent) interest of the amount owed will be added for each month of delinquency from the date of the invoice. Digital Effect reserves the right to suspend work without notice until Final Payment is made. Where debt collection or proceedings prove necessary, you are liable for all fees and costs incurred by that process.

On occasions where a renewal is committed by the client (verbally or in writing), Digital Effect will carry out any necessary work and full payment then becomes due.  These verbal agreements are viewed by Digital Effect as legally binding.  The client is informed of this at point of renewal and is notified that payment is expected at the payment terms and dates agreed. On occasions Digital Effect reserve the right to spread a renewal payment (or any payment) over the duration of 2 – 12 months.  If a client then defaults on any of these payments, Digital Effect reserve the right to invoice the client for the total amount left owing minus any payments that have been made. On occasions where a client must be pursued for outstanding debts any costs incurred by Digital Effect will be added to the final invoice the client receives.

Digital Effect reserves the right to take Payments up to 14 days in advance when the client is paying by Credit/ Debit Card or Direct Debit.  This is on occasions when a service is contracted either in writing or verbally.

Confidentiality and Intellectual Property

All information You provide Digital Effect will be regarded as confidential to the extent that it is not in the public domain, but You should advise Digital Effect if any information is particularly sensitive. Digital Effect will not divulge any confidential information obtained from You otherwise than in accordance with Your instructions.

All websites designed by Digital Effect will include in the footer “Website Designed by Digital Effect” with a link to the Digital Effect website.  This is unconditional and can only be removed with the consent of Digital Effect.  Although Digital Effect are prepared to produce “White Label” projects an additional fee (15%) will be added to the total cost.

You unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork (including all associated intellectual property) furnished by you (or on your behalf) to Digital Effect for inclusion in the works are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, indemnify, and defend Digital Effect and its subcontractors from any claim or suit arising from the use of such elements furnished by You.

Intellectual property rights (including but not limited to copyright and database rights) in all Works are owned by Digital Effect in the first instance. All intellectual property rights owned by Digital Effect in finished, approved Works created specifically for You will be assigned to You automatically on receipt by Digital Effect of the Final Payment of Fees in cleared funds. All Intellectual property rights in third party materials are owned by those third parties and will be licensed to You on the terms set out in the Project Definition.

Digital Effect and its sub-contractors retain the right to display Works, graphics and other design elements as examples of their work in their respective portfolios (including online).

Termination

Either party may terminate this engagement upon three months’ notice unless otherwise agreed. Notice must be provided in writing. Digital Effect will use its reasonable endeavours to complete any Works in progress and Digital Effect will remain entitled to payment for completion of those Works.

Either party may terminate this engagement immediately for a material breach by the other which is incapable of remedy or, if capable of remedy, is not remedied within 28 days of notification being given to the defaulting party.

Digital Effect reserves the right, for good reason and upon reasonable notice, to terminate Digital Effect’s engagement without further liability on Digital Effect. This will be confirmed to You in writing, if requested. “Good reasons” include if You: do not give Digital Effect instructions within a reasonable period of time; do not pay promptly any request for money on account; or do not pay a bill within the due period.

On occasions where a renewal is committed to verbally Digital Effect will carry out all necessary work, at their discretion.  On these occasions full payment is expected, if confirmation that the work will be carried with the client.  These verbal agreements are viewed by Digital Effect as binding.

On occasions Digital Effect reserve the right to break a renewal payment (or any payment) over the duration of 2 – 12 months.  If a client then defaults on any of these payments, Digital Effect reserve the right to invoice the client for the total amount left owing minus any payments that have been made. On occasions where a client must be pursued for outstanding debts any costs incurred by Digital Effect will be added to the final invoice the client receives. Transfer of website files has a cost of £200.00 + VAT for standard brochure sites and £350.00 + VAT for e-Commerce websites.  Please note that no files will be made available or transferred prior to all transactions being completed for works to be undertaken.  In addition to this, Digital Effect will not be held liable for loss of both website and email related services during the transfer period.  We will however do our best to ensure that all transfers are carried out with as little disruption as possible.

Warranties and Liability

All conclusions, recommendations, forecasts, reports, letters or other communications, whether oral or written, provided by Digital Effect (together, the “Recommendations”) are made in good faith and on the basis of information available to Digital Effect at the time whether from You or from information in the public domain and the validity of such Recommendations will depend, amongst other factors, on Your effective cooperation and the quality of the information made available by You. No warranty or representation, express or implied, is given as to the Recommendations provided by Digital Effect and You shall be responsible for the proper adaptation of such Recommendations to Your own circumstances.

All Recommendations given by Digital Effect are for Your use only and are not to be disclosed or reproduced to third parties without the prior written consent of Digital Effect.

Digital Effect shall not be liable for any consequential or indirect loss suffered by You whether such loss arises from a breach of contract or tort or in any other way (including losses arising indirectly or consequentially from Digital Effect’s negligence). Compensation for any direct losses arising under this agreement shall be limited to the value of the current Project Definition.

You and Digital Effect acknowledge that the Fees payable under these Terms of Business have been determined on the basis of these limitations of liability and reflect the division of risks set out in these Terms of Business and that, accordingly, the division of risk is agreed by the parties to be fair and reasonable in the circumstances.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Data Protection

Details of the individual to whom these Terms of Business are sent, together (where relevant) with details of other key individuals within Your organisation supplied to Digital Effect from time to time, will be entered onto Digital Effect’s client database. Digital Effect will use these details primarily to provide You with the Works. In addition, Digital Effect may use these details to contact You by post, telephone, e-mail or fax for marketing purposes or to make searches with credit reference agencies. Digital Effect may also disclose these details for these purposes to any agents, associates, advisors or contractors that we agree Digital Effect should work with on Your behalf.

It is Your responsibility to ensure that the communication of any sensitive or personal data by You or Your agents to Digital Effect does not breach the rights of any data subjects and that the use of such data by Digital Effect pursuant to the Project Definition does not breach any data protection regulations or legislation. You hereby indemnify Digital Effect in this respect.

Electronic Communications

During the course of this matter, we may wish to communicate electronically with one another. The electronic transmission of information cannot be guaranteed to be secure or error-free, as it will be transmitted over a public network, and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe for use.

We each agree to use reasonable procedures to check for the most recently known viruses before sending and receiving information electronically, but we each recognise that such procedures cannot be a guarantee that transmissions will be virus-free. We shall each be responsible for protecting our own interests in relation to electronic communications. Neither of us shall be liable to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic communication of information between us.

General

A person who is not a party to the agreement between us has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the engagement. The rights and remedies available to Digital Effect by virtue of these Terms of Business are without prejudice to any other rights or remedies available to Digital Effect. Any failure by Digital Effect to exercise or delay by Digital Effect in exercising a right or remedy provided by these Terms of Business or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.

Digital Effect is a trading name of Blue Square Digital Ltd 11171238.  Any agreements made, either verbally or in writing are with Blue Square Digital Management Ltd.

The contract between us is on the basis of these Terms of Business and is subject to English Law and the exclusive jurisdiction of the English Courts.

We look forward to working with You.