We would rather operate without the need for defined terms and conditions but unfortunately we have no choice. If there is any term or condition that prevents you from dealing with us, we will look at it, and if reasonable, will confirm in writing its exclusion as part of our agreement. The following terms and conditions apply to all design and associated services offered by Rubber Design. By ordering services from Rubber Design you are agreeing to the following terms and conditions.
Ethical Issues
We reserve the right to refuse to provide services for a company
or associated services which does not accord with our ethical
policy or that we judge to be unfit due to content or otherwise.
This includes, but is not limited by, companies or sites containing
or promoting adult oriented material such as pornography,
companies or sites which promote hatred towards persons belonging
to any ethnic group, religion or sexual orientation and companies
or sites which infringe copyright or are contrary to UK or
other relevant national or local laws or regulations.
Contract Commencement
The contract between Rubber Design and the client shall consist
of the quotation with its specifications and these terms and
conditions.
It may not be necessary to have a signature for the contract to commence, verbal communication, email communication or other exchange making it clear that the work specified is required to be carried out shall constitute commencement of the contract and a contractual agreement between the client and Rubber Design shall exist based on the quotation with its specifications and these terms and conditions.
Rubber Design cannot always guarantee to start work immediately on a commission but will arrange a date with the client as to when work can commence. An anticipated finishing date will be agreed and Rubber Design will do its best to adhere to that but cannot guarantee to do so in the light of circumstances outside its control.
Where in the instance that a time scale has been agreed, Rubber Design will not be responsible for any consequential losses to the client if the deadline is not met.
Design Development Process
When designing graphics or designing for print, Rubber Design
will provide a draft of the design by submitting to the client
digital prints or Adobe Acrobat PDFs, which the client may
view and comment upon the progress. When designing for the
internet or stand alone digital media, Rubber Design will
provide a draft of the design on its own server during development
so that the client may view and comment upon the progress.
When the design meets the specifications set out in the quotation
with its specifications, Rubber Design will invoice the client
for the full amount due.
On receipt of payment, in the case of graphic design or design for print, Rubber Design will provide either the client or the client's specified supplier a CD-ROM disc with all finalised artwork. On receipt of payment, in the case of web design, Rubber Design will publish the website on the client's server, or provide a CD-ROM disc for the client to upload.
Where in the instance that a time scale has been agreed, Rubber Design will not be responsible for any consequential losses to the client if the deadline is not met. Rubber Design uses its best endeavours to ensure the website and other services remain functional at all time. However, Rubber Design can not guarantee or warrant that the functions and content of the website or other services will be uninterrupted or error-free. Any problems will be dealt with as speedily as is appropriate to the content and function of the website and may be chargeable at our normal rate during working hours and at double that rate outside normal working hours.
Once the design, website and / or other services meet the terms of the quotation with its specifications any modifications to the design will be considered an amendment to the contract. In the absence of a maintenance agreement the time and costs involved in making such changes will be charged to the client.
Web Design Standards, Accessibility
Rubber Design makes every effort to design web
pages to current web standards and thus display well in the
most popular current browsers, but cannot accept responsibility
for pages which do not display acceptably in new versions
of non-web standard browsers. One version of the website will
be created that will display well in all web-standard browsers
and at all usual display resolutions.
Supply of Content by
the Client
The client undertakes to inform us prior to commencement of
the project if there is a critical requirement to meet specific
performance criteria.
If, during the development, the client does not supply the
content required in order to complete the commission within
the anticipated time frame, Rubber Design will invoice up
to the full amount quoted. When the content is supplied there
may be additional time costs involved due to the overrun of
the project which impinges on the ability of Rubber Design
to service other clients.
Copyright
All material, both text and images, supplied by the client
and used in the construction of the client's project, will
remain the client's property. All such material will be assumed
to be the property of the client and free to use without fear
of breach of copyright laws. The client shall indemnify Rubber
Design against all and any claims arising from the use of
materials of any sort provided by the client or obtained under
the direction of the client from third parties such as graphic
designers.
The copyright for all material provided by Rubber Design, such as HTML code, css style sheets, graphics, photographs and text, will remain the property of Rubber Design until such time as payment has been made in full. They will then become the property of the client with copyright shared between the client and Rubber Design. This allows either party expeditiously to pursue any copyright infringement. Should the client wish to retain exclusive copyright this shall be arranged but the copyright of Rubber Design shall only be assigned if done so expressly and in writing to the client.
Background programming, databases, php or JavaScript code produced by Rubber Design remain the intellectual property of Rubber Design unless otherwise expressly agreed in writing. Copyright of any background programming, databases, php or JavaScript code remain the property of Rubber Design for the duration of the website's existence and shall not be assigned, modified or reused without the express written permission of Rubber Design. No portion of the coding can be copied, duplicated or redistributed in any form electronic or otherwise unless a licensing agreement has been reached.
Testimonial, Reference
and Links
Rubber Design retains the right to display graphics and other
Web design elements as examples of their work in their respective
portfolios. Rubber Design retain the right to refer other
prospective clients to your website as testimonial or reference
material.
Search Engine Submission
and Results
Rubber Design will submit a client's website to the major
search engines. Further work based on keyword popularity analysis,
search engine optimisation based specifically around your
organisation and its 'competition' is best carried out by
specialist contractors. This can be arranged but is not part
of the contract unless specifically included in the quotation.
Any subsequent amendments to the website as a result of professional
analysis may be charged to the client.
Rubber Design can accept no responsibility or liability if
any search engine, online directory or search site chooses
not to list a client's web site.
Payment
Payment terms are strictly 30 days unless otherwise agreed.
Whilst any payment due under the agreement remains outstanding,
Rubber Design shall be entitled at its sole and absolute discretion
to withhold provision of any goods or services it would otherwise
be obliged to provide under the agreement. Rubber Design expects
payment by cheque, electronic bank transfer or cash within
30 days of the date on the invoice.
Payment may be made in Euros, Canadian Dollars or US Dollars provided this has been agreed in advance and a sum sufficient to cover exchange commission and charges and any other additional expenses incurred has been added to the amount due. Any payment returned by the bank or credit card company will incur a £10 administration charge in addition to any charges made by the bank. This will be invoiced and will be added to the total outstanding debt owed by the customer.
In accordance with the Late Payment of Commercial Debts Act 1998 interest will be charged on all payments received outside of payment terms at the rate of eight per cent above the Bank of England Base Rate as applicable on the previous 31 December or 30 June whichever is the most recent. In case collection proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process.
If for any reason whatsoever we are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
Website Maintenance
Where Rubber Design undertakes to maintain or update a client's
website a system of communication will be established that
meets the needs of both the client and of Rubber Design to
carry out the maintenance to a service level agreed.
Payment for maintenance is usually by monthly fees paid in advance and is reviewed and renewable annually. Where the client cancels a maintenance contract with less than one months' notice, there will be a charge of three months' fees.
Where Rubber Design cancels a maintenance contract other than for a reason set out in Cancellation and Termination below, a refund of the fees appropriate to that part of the month remaining will be made.
In instances where the client does not come to a web site management agreement it is the sole responsibility of the client to manage the site. Rubber Design will no longer be responsible for the site upon completion unless an alternative agreement has been reached. To assist the operation of a website maintenance contract an email account will be set up in the name of webmaster@yourdomainname.abc to allow site visitors to contact Rubber Design directly with technical problems. In the absence of a maintenance agreement, Rubber Design will fix all errors notified to Rubber Design in writing within thirty days of the site being put live on the Internet. If errors are reported after more than thirty days the time and costs involved in making such changes will be charged to the client.
Unforeseen and Additional
Costs and Expenses
The transfer of domain names to another server can sometimes
become a complex and time consuming matter. All administrative
fees to third parties and the time taken to organise the transfer
will be charged to the client irrespective of any quoted amount
set out in the quotation with its specifications.
Additional costs incurred in the provision of: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection provided by third parties are non refundable.
Additional features to websites, including extra database services, specific hosting requirements, animations that are not included in the quotation are subject to surcharge. In the event a feature is required which has not been included in the quotation Rubber Design will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the amount exceeds £500 in which case an interim half will be invoiced before implementation and the remainder will be added to the final invoice.
Domain Name Research
and Registration
Where the client requests Rubber Design to research and register
a domain name the domain name will always be the property
and in the control of the client. If, for whatever reason,
this is not possible then the client will be informed of the
fact. All fees and costs incurred will be payable by the client.
Website Hosting Services
Hosting services - where your website is stored on a server
for delivery to website visitors - and email services are
provided under a contract between the client and the chosen
hosting and email provider (Internet Service Provider (ISP))
and will be bound by the terms and conditions of that ISP.
Rubber Design makes no commission on such recommendations or services and in recommending an ISP does so in good faith and cannot under any circumstances be held responsible or liable for any shortcomings or losses incurred as part of that contract.
Data Protection
Where the operation of the website or other services provided
by Rubber Design involves the collection and administration
of personal data the client is deemed to be the Data Controller
and as such is responsible for notification under the terms
of the Data Protection Acts and related regulations.
Rubber Design can arrange the required notification
and the current fee for Notification and time and other costs
will be payable by the client.
The client shall indemnify Rubber Design against any actions,
costs and liabilities arising from the use in good faith by
Rubber Design of personal data provided by the client or through
the client's website / promotional material.
Where Project involves e-commerce functionality, the client must ensure that suitable arrangements are in place to maximise security levels with regard to financial and personal information relating to the users of the website and other services. This may necessitate the use of secure electronic protocols, authentication certificates, encryption et cetera and may require the provision of secure server facilities and/or the use of a credit card clearing service.
Where a service is provided relating to e-commerce whereby visitors to the client's website can order goods or services through the website - whether through direct or indirect payment the client undertakes to ensure that all transactions are carried out legally and fairly, that the security of personal information and of financial information is maintained and that the collection and control of that data meets the requirements of the Data Protection Acts and regulations.
The client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated, and will hold harmless, protect, and defend Rubber Design and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
Sub-Contracting
If necessary Rubber Design reserves the right, and the client
hereby agrees, to allow the use of sub-contractors or agents
to work on any aspect of the design or website.
Consequential Losses
If for any reason whatsoever Rubber Design is unable to provide
an agreed product or service in accordance with these terms
and conditions our liability shall be limited in its entirety
to a proportional refund of any fees paid by you for the service
or product. The entire risk as to the quality and performance
of the website or other services is with the client. In no
event will Rubber Design be liable to the client or any third
party for any damages, including, but not limited to, service
interruptions caused by acts of god, the hosting service or
any other circumstances beyond the control of Rubber Design,
any lost profits, lost savings or other incidental, consequential,
punitive, or special damages arising out of the operation
of or inability to operate the website or other services,
failure of any service provider, of any telecommunications
carrier, of the Internet backbone, of any Internet servers,
your or your site visitors' computer or Internet software,
even if Rubber Design has been advised of the possibility
of such damages.
Quotations and Tenders
Tenders and Quotations are valid for thirty days from the
date on the tender or quotation. All prices quoted may be
subject to change after this period.
Advice and Consultancy
Any advice given in respect of software, hardware, programming,
design, purchasing, hosting, training, upgrading, installing
or any other advice, suggestion, recommendation or otherwise
of any product or service provided by us or by a third party,
whether introduced by us directly or indirectly is accepted
by you as an opinion and as such you agree that prior to acting
on any of the aforementioned that you will first obtain professional
advice. You further agree to indemnify us of all liability
with regard to any decision or action performed by you that
may or may not be a direct or indirect result of any contact
or dealing with us.
Our consultancy service and general advice is, by its nature, subjective. It is up to you whether you decide to follow our ideas and suggestions. It is not possible and we do not guarantee that any of those ideas and suggestions will increase traffic to your site, improve your ratings with search engines or boost sales.
Training
Endeavour to provide appropriate training as agreed and on
terms agreed. The outcomes of training personnel in whatever
activities agreed are not readily quantifiable and as such
we cannot accept liability for any training we provide not
meeting the client's or the trainee's expectations.
Right to Assign
This Agreement is personal to you and you may not assign it
without our prior express written consent. Should you transfer
ownership of the website as part of a transfer of ownership
of a business then the new owners will need to come to a new
agreement with Rubber Design.
Communication
Rubber Design's preferred method of communication is by email.
Invoices and quotes will be sent by email and shall form a
legal document just as if sent by traditional post.
The design process will be undertaken by telephone conferencing,
sample Internet design publication on Rubber Design's website,
file design submission on computer disk, or other method as
appropriate to the client's particular circumstances.
Cancellation and Termination
Rubber Design may, by written notice, terminate the Agreement
between us immediately upon the happening of any of the following
events.
Should Rubber Design decide to terminate the Agreement between us immediately upon the occurrence of one of the above circumstances, we reserve the right to exercise any other rights which we may have against you.
We reserve the right to remove from the Internet
any website or other service which we display on your behalf
upon the occurrence of one of the above circumstances.
Should we terminate the Agreement upon the occurrence of one
of the above circumstances, we will not refund to you any
monies paid by you to us. If at any point during the development
a client wishes to cancel, they may do so but will be invoiced
up to the full amount quoted based on the degree to which
the work has been completed and on the extent to which time
has been allocated to the project that cannot be effectively
used to generate revenue that would be otherwise lost.
If a maintenance agreement is terminated for any of the reasons mentioned above a fee equivalent to three months charges will be payable.
In the event that Rubber Design terminates a maintenance contract for any other reason, a refund equivalent to the unused portion of the current payment period will be the maximum liability.
Waiver and Interpretation
Should Rubber Design waive any of these terms on an individual
basis, this shall not affect the validity of remaining clauses
or commit Rubber Design to waive the same clause on any other
occasion.
These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealing between us and you. Any variation to these terms and conditions shall be inapplicable unless agreed between ourselves before we commence any work on your behalf.
Work, services or products are only supplied in strict accordance with these terms and conditions.
The provision of work, services or products by us is only undertaken on the understanding that you have read and accept these terms and conditions in full.
By agreeing to these terms and conditions your statutory rights are not affected.
This contract shall be subject to English Law. In the event that Rubber Design is not entitled to rely on a term or terms in this contract, then Rubber Design may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.
No terms or conditions endorsed upon, delivered with or contained in the client's purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract.
The client must ensure that the terms of its order and any applicable specification are complete and accurate.
Confidentiality.
In connection with the Client Order, each party may receive
or have access to commercially or personally valuable technical
and non-technical confidential or proprietary information
("Confidential Information") of the other party.
Confidential Information includes all information, whether
oral or written, relating to the business of a party that
is not generally known or available to others, including,
without limitation, source code and documentation for software,
trade secrets, customer lists, pricing strategies, marketing
and business plans, information concerning a party's vendors,
and a party's contemplated plans, strategies and prospects.
Each party acknowledges and agrees that any Confidential Information
received or obtained from the other party will be the sole
and exclusive property of the other party and may not be used,
disseminated or disclosed except as may be necessary to perform
the obligations required under this Agreement or as may be
required by law.
Notice
Any notice, approval, request, authorization, direction or
other communication in connection with this Agreement and
the Client (“Notice”) must be made to Rubber Design,
by email to info@rubberdesign.co.uk or by post to Rubber Design,
7 Frenches Farm Drive, Heathfield, East Sussex TN21 8AZ. All Notice to Client by Rubber Design shall be deemed
to have been delivered and given for all purposes if sent
to the email address provided by Client on the Client Order,
unless a different email address is provided in writing to
Rubber Design.
Relationship of the Parties
The relationship of the parties in connection with this Agreement
and the Client Order is that of an independent contractor
relationship, and no partnership, joint venture or employee/employer
relationship is intended.
Force Majeure
Neither party shall be deemed in default of this Agreement
or the Client Order to the extent that performance of its
obligations or attempts to cure any breach are delayed or
prevented by reason of any act of God, fire, natural disaster,
accident, riots, acts of government, or any other cause beyond
the reasonable control of such party; provided, that the party
whose performance is affected by any such event gives the
other party wirtten notice thereof within ten (10) business
days of such event or occurrence.
Miscellaneous
(a) In the event that any provision of this Agreement or the
Client conflicts with the law under which this Agreement is
to be construed, or if any such provision is held invalid
by a court with jurisdiction over the parties to this Agreement,
such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the parties
in accordance with applicable law, and the remainder of this
Agreement shall remain in full force and effect. (b) This
Agreement may be modified by Rubber Design at any time by
publication through its website (www.rubber design.co.uk)
or by sending each Client an email to the address listed on
the Client Order, except that such changes shall not effect
Client Orders that have already been accepted. (c) This Agreement
and the Client Order may be executed in counterparts, each
of which shall be deemed an original and both of which when
taken together shall be deemed to constitute the same instrument.