1. CONFIDENTIALITY - The Client and Consultant may disclose confidential information to one another to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safe guarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
Is already known to the party to which it is disclosed;
Is or becomes part of the public domain without breach of this Agreement;
Is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
2. PRICE VARIATION - Price estimates are based on the Coastal Creative current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs.
3. PAYMENT SCHEDULE - A non-refundable deposit of 20% of the initial quote is due immediately upon the signing of the contract. The remaining balance shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of ‘Approval of Work’ and ‘Rejected Work’ hereof. The Consultant reserves the right not to begin the Work until the said deposit has been paid in full. Unless otherwise stated, the fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting.
The Client will settle with the Consultant for the balancing payment in accordance with Payment Schedule hereof, which, in the absence of a written agreement to the contrary, is to be paid by the Client within 10 days of the date that the work completed.
4. REMEDIES FOR OVERDUE PAYMENT - If payment has not been received by the due date, the Consultant has the right to suspend the Clients website until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, The Consultant has the right to replace, modify or remove the website and revoke the Client’s license of the Work until full payment has been received. By revoking the Client’s license of the Work or removing the website from the Internet, the Consultant does not remove the Client’s obligation to pay any outstanding monies owing
5. PRELIMINARY WORK – All work carried out, whether experimentally or otherwise, at customer’s request shall be chargeable.
6. WORK DUE DATES - Consultant agrees to deliver samples of design on dates as agreed upon. Consultant will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.
7. FEES & ADDITIONAL SERVICES - Changes in client input or direction or excessive changes will be charged at agreed maintenance rate. Any work the Client wishes Consultant to create, which is not specified in the DESCRIPTION section of this agreement, or in the attached proposal will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in this Agreement.
8. EXPENSES - Client agrees to reimburse Consultant for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Stock photography, Travel, Telephone Consultation)
9. INTELLECTUAL PROPERTY
9.1 Offers and proposals - Offers and proposals made by Consultant to potential clients should be treated as trade secrets and remain the property of Consultant. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Consultant. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
9.2 Warranty by Client as to ownership of intellectual property - The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to the consultant for inclusion on the Website. The conclusion of a contract between Consultant and the Client shall be regarded as a guarantee by the Client to Consultant that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence. By agreeing to these terms and conditions, the Client removes the legal responsibility of Consultant and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
9.3 Domain name and hosting - Any Domain name obtained will be registered to the Client. The Client agrees to indemnify the Consultant, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
The client agrees to have their website hosted by the Consultant and will not be provided with any means to alter the hosting of your website. The client agrees that their site cannot be transferred and that transfer of the website out of the Consultant’s hosting will result in the Clients website being deleted.
However on payment in advance of a fee representing the time involved we will provide a CD of the sourced images from your website and text content from the pages. We must be provided with 60 days notice of the date you want to start the transfer process. A fee will be payable for each domain that is transferred out of our hosting.
The Hosting time will commence on the date the site becomes live and will expire, if not renewed, on the same date the following year. The site is deemed live once an ‘Under Construction’ page is visible.
10. CREDITS & COPYRIGHT - The Client agrees that Consultant may include development credit(s) and/or link(s) displayed on the Client’s web page, unless this is otherwise specified and agreed. These development credit(s) and/or link(s) may not be removed or modified, by the Client or by a Third Party authorised by the Client, without written authorisation from Consultant.
Copyright: Unless negotiated and agreed in writing, the copyright of design, general artwork, commissioned artwork, illustrations, images, text and anything else whatsoever prepared, developed or created by Coastal Creative including in connection with any website created by Coastal Creative shall vest in and belong to Coastal Creative.
Coastal Creative may use any artwork or printing or website produced by itself for the purposes of promoting itself.
11. APPROVAL OF WORK - On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Consultant, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to Consultant as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balancing payment under Clause 4 Payment Schedule will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
12. REJECTED WORK - If the Client rejects the Work within the 7 day review period and will not approve subsequent Work submitted by Consultant to remedy any points reported by the Client as unsatisfactory, or Consultant considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Consultant can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
13. ASSIGNMENT OF WORK - Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and completion on-time.
14. RESERVATION OF RIGHTS - All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials.
15. PERMISSIONS AND RELEASES - The Client agrees to indemnify the Consultant and hold harmless against any and all claims, costs, and expenses, including solicitor's fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
16. PUBLICATION - The Client may publish or disclose information regarding the Work and shall acknowledge the support of Consultant in all such publications. The Client will not use the name of Consultant, in any advertising or publicity without the prior written approval from the Consultant. Excluding the Consultant’s portfolio page, the Consultant will not use the name of Client, in any advertising or publicity without the prior written approval from the Client.
17.1 Third Parties - The Consultant can take no responsibility for services provided by third parties through us or otherwise, including the hosting of the Client’s Website, although the Consultant will endeavour to ensure that Website downtime is kept to a minimum.
17.2 - Maintenance and Correction of Errors - The Consultant takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) solely attributable to Consultant will be corrected free of charge, but the Consultant reserves the right to charge a reasonable fee for correction
of errors for which the Consultant is not responsible, including, but not limited to malicious modification of the Website by the Client and typographical errors contained in materials provided to the Consultant by the Client.
17.3 - Extent of Work - Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality.
17.4 - Consequential Loss - Under no circumstances will the Consultant be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Consultant will ensure that data on the Clients site is backed up upon completion of the site and once any outstanding balance has been settled. If in the event of loss of data the Consultant reserves the right to charge for uploading lost data at agreed maintenance rate.
17.5 - Status and Duration of Offers - Proposals and offers are valid for a period of 30 days from the date issued. The Consultant is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
17.6 - Customer’s property – The customer’s property and all property supplied to Coastal Creative by or on behalf of the customer shall while it is in the possession of the Coastal Creative or in transit to or from the customer are deemed to be at customer’s risk unless otherwise agreed and the customer should insure such property accordingly.
17.7 - In any Content Management sites, user names and passwords for the website should be kept confidential. Coastal Creative will not be responsible for changes made because the username / password has been provided to a third party.
17.8 - You agree to indemnify, defend and hold Coastal Creative harmless, from and against all losses, expenses, damages and costs, resulting from any violation of the Terms or any activity related to your website by you or any other third person accessing the website using your username and password.
17.9 - Any offending material would be refused publication. This includes pornography, drugs, violence, racism, etc. Coastal Creative cannot be held responsible for any content in the clients website.
18. INSOLVENCY – If the customer ceases to pay its debts in the ordinary course of business or cannot pay its 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, Coastal Creative 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 Coastal Creative, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in Coastal Creative’s 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 Coastal Creative thinks fit and to apply the proceeds towards such debts.
19. TERMINATION - Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that Work is postponed or terminated at the request of the Client, Consultant shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client's written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Consultant and the Consultant shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
20. EVENTS BEYOND THE CONTROL OF COASTAL CREATIVE - The Consultant will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of the Consultant.
The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either expresses or implied, on behalf of the other.
The undersigned agrees to the terms of this agreement on behalf of his or her organisation or business.
21. INVALIDITY OF OTHER TERMS – Unless expressly agreed to in writing, no other terms (including those contained on any purchase order supplied by a customer) nor any representation will form part of any contract between Coastal Creative and the customer and these terms and conditions will, in absence of any written agreement between Coastal Creative and the customer stating otherwise, represent the entirety of the terms of such contract.
22. LAW – These terms and conditions and all other express terms of the contract with customers shall be governed and construed in accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any
contract between Coastal Creative and the customer into which these terms are incorporated.
23. VARIATION TO TERMS – These terms and conditions may be amended by Coastal Creative from time to time (but not for the avoidance of doubt by any customers). The latest version of these terms and conditions may be accessed via the Coastal Creative Website at www.coastalcreative.co.uk/termsandconditions
24. Any changes the client makes to any contact details, Coastal Creative would need to be notified as soon as possible to keep our client database up to date when it comes to sending out notifications.
25. Invoices will be sent by e-mail and/or by post depending on how green you are.
26. Site maintenance is charged at an hourly rate with a minimum of one hour. An annual contract is available. Details on request.
27. When using our site you accept that communication with us may be by electronic (e-mail) means. You
acknowledge that all contracts, notices, information and other communications that we provide to you
electronically shall be deemed to have been provided in writing.