Please see below for relevant terms:
Training - Workshops
Websites - Databases - Systems - IT - CRM
Internet Marketing & Advertising including PPC (Pay Per Click). Google, Bing, Yahoo.
Social Media Management & Content Creation
Terms and Conditions – Room Hire
Terms & Conditions - in effect from 1st April 2013
Conference, room hire & training rooms
Cancellation policy and terms of booking
1) BY PURCHASING ONLINE WITH CLEARED FUNDS YOU HAVE CONFIRMED YOUR BOOKING.
a) If we request or you have specified any other details via the booking (message or notes fields etc...) then you will need to await confirmation from ourselves regarding those particulars.
b) If arranged via the phone, an email or written confirmation is required to secure your booking within 24 hours of making a tentative/provisional booking. Should we not receive this, we will be obliged to release the booking.
2) IF YOU WISH TO CANCEL YOUR BOOKING, THE FOLLOWING CANCELLATION CHARGES WILL APPLY:
a) More than one month's notice/more than one month till booking date, No charge.
b) Less than one month's notice/less than one month till booking date, 25% charge.
c) One week's notice/up to one week till booking date, 50% charge.
d) Less than 48 hours notice/less than 48 hours till booking date/time 100% charge.
3) AS STANDARD, NO ALCOHOL IS PERMITTED FOR CONSUMPTION IN ANY OF THE MEETING/CONFERENCE ROOMS.
Please contact ourselves to query this for particular events.
4) CONFIRMATION OF FINAL NUMBERS
Confirmation of final numbers is required in writing three days prior to the event when organising catering, drinks, pc's/laptops etc...
5) INDIVIDUAL REQUIREMENTS
All individual requirements regarding layout, catering or other facilities must be requested at the time of booking. Please advise if there is anything you need and are unsure as to whether or not we provide. Our contact details are located within the website.
All payments must be made to Designated Associates Ltd before the event/training/room hire commences.
Cheques should be made payable to Designated Associates Ltd.
8) NO LIABILITY FOR LOSS OR DAMAGE
Please safeguard your property. Designated Associates Ltd cannot accept liability for loss or damage to property, death or illness, or injury to persons. Use of the car park or surrounding parking areas is at your own risk.
The client will be liable for the cost of repairs carried out as a result of any damage caused to any part of the premises or equipment thereon, by the negligence, willful act or default of any persons invited by you on your behalf or connected to your hire.
10) FIRE & SAFETY
Clients must make themselves aware of the fire exits and evacuation procedures prior to the event/room hire taking place. Designated Associates Ltd staff will be pleased to answer any questions you may have regarding health & safety within our building.
11) INCLUDED ITEMS.
Included services/facilities/equipment/software can be accessed or utilised when available.
12) ROOMS LOCATIONS
We have rooms located on the 1st floor and the ground floor. Our building was constructed in the 1800's and as such the first floor is only accessible via a staircase.
A4 black & white printouts are available at a cost of 10p per sheet. A4 colour printouts are available at a cost of 80p per sheet.
We reserve the right to cancel/revoke any room hire agreement. We would give the client a minimum of 10 days notice prior to cancellation.
Terms and Conditions – Training / Workshops
1. BOOKING PROCEDURE
Bookings can be made via the Customer Services Department, to provisionally reserve a place on a course. All bookings must be confirmed in writing by fax or e-mail and accompanied by a purchase order. Once a booking has been confirmed, an invoice will be sent to you and unless you have a credit account with Designated Associates, you are required to pay the invoice upon receipt.
2. CANCELLATION FEES
The following scale of charges will apply;
11+ working days in advance of the course No charge (0%)
6-10 working days in advance of the course Half Course fee (50%)
0-5 days in advance of the course Full Course fee (100%)
3. DELEGATE SUBSTITUTIONS
The substitution of named delegates by another from the same company can be made at any time up to the start of the course provided the course co-ordinator is advised in advance. There is no charge for delegate substitutes.
4. NON ATTENDANCE
Refunds, either in full or in part, will not be considered where delegates do not, for any reason, attend the course.
5. LATE ARRIVALS
Delegates arriving more than 15 minutes late will be allowed to join the course at the training consultant’s discretion.
6. COURSE SPECIFICATION
An outline of each course confirmed will be made available and clients should ensure that their delegate’s check that the course level selected is appropriate to both their needs and their ability. Designated Associates Limited accepts no responsibility for incorrectly placed delegates.
7. COURSE PARTICIPATANTS
In the interests of other delegates, Designated Associates reserves the right to remove a delegate from a course if, in the opinion of the training consultant and a senior member of Designated Associates training staff, the delegate is unable, through lack of the appropriate ability or experience, to keep up with the course.
8. COURSE TIMES
Courses start at 9.30am and finish at approximately 3.30pm. There are 10 minute breaks for refreshments, at appropriate times, during both the morning and afternoon sessions. A light lunch is provided and is taken between 12.00pm and 12:30pm.
Designated Associates Limited can be flexible with timings upon private one company courses, if you would like to discuss appropriate timings for your company please call our training co-ordinator.
9. CANCELLATION OF COURSES
Designated Associates will make every effort to run all courses once reservations have been accepted. In the event of any courses having to be postponed or cancelled by Designated Associates Limited clients will be offered an alternative course date. If no alternative date can be offered, clients will be entitled to a full refund of course fees paid.
10. JOINING INSTRUCTIONS
For training taking place at Designated Associates standard joining instructions will be e-mailed to a client’s training co-ordinator upon confirmation of a booking. For late bookings, joining instructions will be issued on receipt of confirmation, directly to the delegate wherever possible. Arrangements can be made for joining instructions to be posted to delegates please ask for details.
Parking may be available in our car park. A permit must be requested from Designated Associates and displayed at all times during attendance, please return this permit upon leaving.
12. REDUCED/SUBSIDISED PLACES
10% Reduction on the total when 10 places or more are booked on any combination of sessions. It may be possible to receive subsidised of funded places through business and training grants. Please call us for further details on 0151 653 3338.
Payment can be made by:
Cheque - made payable to Designated Associates Ltd
Purchase Order - Please attach the Purchase Order along with the booking form to receive an invoice from us. Please note that payment must still be received before your training session.
Credit cards – to make a credit card payment please call 0151 653 3338 a 3% surcharge will be added to all credit card payments, minimum transaction is £60.00
Course fees must be paid at the time of booking, fees include lunch, refreshments, certificate of attendance and 60 days post support via e-mail.
15. ENROLMENT INFORMATION
Details of enrolment, directions and special requirement forms (diet, disabled access, etc.) will be sent out with booking details.
16. CREDIT ACCOUNT FACILITY
A credit account facility can be arranged at Designated Associates, please call for further details.
Terms and Conditions – Website / Database / Systems / IT / CRM Consultancy
1. DEFINITIONS EFFECT OF CONDITIONS
a) “DAL” means Designated Associates of Vale House, Vale Park, New Brighton, Wirral CH45 1LZ.
b) “DD” means Designated Design of Vale House, Vale Park, New Brighton, Wirral CH45 1LZ.
c) These Conditions shall apply to and be incorporated into every agreement between DAL and/or DD and any person, Firm or Company (“the Customer”) under which DAL and/or DD supplies the goods or services at the request of the Customer for the services stated within the title.
d) These Conditions shall supersede all earlier Conditions of DAL and/or DD.
e) These Conditions shall take precedence over any Conditions of the Customer and shall not be varied without written consent of DAL and/or DD.
2. INCLUSIONS AND EXCLUSIONS:
All items listed within this document or other delivery/proposal/quotation/estimate documents as deliverables by DAL and/or DD are dependent on the components/services/licenses/software/system/hardware etc… purchased.
Only the items and deliverables included within the proposal/quotation/project document will be delivered/arranged/sourced. Items not within the agreed document will not be supplied/undertaken/created/delivered and are not expected to.
3. REPRODUCTION OF WORK:
The designer/design agency retains all rights to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of the design agency business. Where applicable the client will be given any necessary credit for usage of the project elements. We retain the right to reuse any code, license or application in other unrelated projects.
4. OWNERSHIP OF PROJECT:
Upon the completion of the project, ownership of the website and associated artwork will be the property of the Client. Licensing, terms and rights will still be retained by all 3rd party software/license/service provider/developer parties as well as ourselves. We permit the client to use the code, methodology, configuration and solutions for the purpose of running and operating the website/database/system/solution that is agreed as part of the project.
Until all fees are paid in full, Designated Associates Limited retains full ownership of all work, code, designs, licenses, hardware, software, media.
5. COPYRIGHT, PATENTS, TRADE MARKS AND INTELLECTUAL PROPERTY RIGHTS:
a) The Customer acknowledges that rights in respect of trade marks, trade names, copyrights, patents and other intellectual property rights connected with the goods/development/solution do not pass to the Customer.
b) The Customer agrees to indemnify DAL and/or DD against all liabilities, costs and expenses which DAL and/or DD may incur as result work done in accordance with the Customer’s specifications which involve infringement of any patent or other proprietary right.
Designated Associates Ltd will hold the Copyright on any item/solutions/system/configuration/content/methodology that we create/customise or develop.
The customer is permitted to use the above as intended for the intended company or organisation that we have contracted with and therefore is granted a licence to run/use the solution/design for as many copies/machines/times as detailed in the original quotation.
Where permission is granted via a written agreement the customer can create additional items to add to the solution, however, is not permitted to alter the solution unless agreed in writing.
Any copyrights of 3rd parties must also be adhered to by the customer.
6. DRAWINGS/DESIGNS etc...:
All drawings, designs, mock ups, demos, non-contracted prototypes, descriptive weights, dimensions and the descriptions and illustrations contained in the sales literature, advertisements and price lists are approximate only and shall not form part of this Agreement. In addition, drawings, designs, technical documents issued either before or after the conclusion of this Agreement for the use or information of the Customer and such other information as may be supplied to the Customer including specifications shall not be copied, reproduced or communicated to any third party without DAL’s and/or DD’s prior written consent.
7. REJECTION/CANCELLATION OF PROJECT:
The client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the client observes any non-conformance with the design plan, the designer must be promptly notified, allowing for necessary corrections. Rejection of the completed project or cancellation during its execution will result in forfeiture of deposit and all monies received and the possible billing for all additional labour or expenses to date. All elements of the project/contract must then be returned to the designer. Any usage by the client of those design elements will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorney's fees in any action brought to recover payment under this contract or in which Designated Associates Limited may become a party by reason of this contract.
8. COMPLETION/DELIVERY OF PROJECT:
The estimated completion date of the project is detailed within the project/proposal/estimate document(s). Any alteration or deviation from the agreed specification/remit of work involving extra costs will be executed only upon approval with the client. Any delay in the completion of the project due to actions or negligence of client, requests to alter deliverables or undocumented changes outside of the agreement/contract/project document, unusual transportation delays, unforeseen illness, or external forces beyond the control of the designer/agency, shall entitle the designer/agency to extend the completion/delivery date. It is not expected for ourselves to formally notify the client of exact durations or level of impact.
DAL and/or DD shall be entitled by notice in writing summarily to determine any agreement without prejudice to any claim or right DAL and/or DD may otherwise make or exercise where:
a) The Customer is in breach of any term, condition or provision of this agreement or required by law. All monies received up to that point, will not be refunded;
b) The Customer shall go into liquidation (except for the purpose of reconstruction) or if any petition or resolution to wind up the Customer shall be presented or if a receiver is appointed of the Customer’s undertaking property or assets or if a distress shall be levied upon any of the Customer’s property or if the Customer shall commit any act of bankruptcy.
10. FRUSTRATION ETC… (FORCE MAJEURE):
If DAL and/or DD is prevented at any time from performing any contractual obligation, or of any loss, damage or injury or delay in delivery is occasioned by or due to any cause beyond DAL’s and/or DD’s control including (but without prejudice to the generality of the foregoing expression) the commission of any criminal act, shortage of goods, act of war (whether declared or not), civil commotion, accident, strikes, Act of God or any restriction imposed by any local municipal or government authority (including Customers authorities) whether British or foreign, DAL and/or DD shall be entitled forthwith to determine the contract and to be discharged from all liabilities whatsoever to the Customer and DAL and/or DD shall not be liable for any such loss, damage, injury or delay as aforesaid.
a) Any delivery dates quoted whether verbally or otherwise are estimates only and in regard to any such date time shall not be of the essence.
b) Delivery of goods to the Customer’s address or any other place stipulated by him shall constitute delivery and the risk therein shall pass upon such delivery to the Customer.
c) DAL and/or DD shall be entitled to make partial deliveries or deliveries by instalment and these Conditions shall apply to each partial delivery.
12. ESTIMATED DURATION OF WORK:
This will be detailed within the project document.
13. EXCLUSION OF LIABILITY AND ACCOUNTABILITY:
a) Except where provided otherwise in these Conditions, DAL and/or DD shall be under no liability or be accountable of whatsoever kind howsoever caused whether or not due to the negligence or wilful default of DAL and/or DD or its servants or agents arising out of or in connection with the goods orAll conditions, warranties or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded providing that nothing in this paragraph shall exclude or restrict any liability of DAL and/or DD for death or personal injury resulting from the negligence of DAL and/or DD or its servants or agents.
b) In any event, DAL’s and/or DD’s liability shall be limited to direct loss and shall not include indirect or consequential loss.
c) DAL shall not be liable for the loss of or damage to software programs or data during installation, setup/configuration, repair or upgrade of any goods whether or not the same are under warranty/lack or service or financial
d) We will not be held liable or accountable for any non-conformance or failure to supply services of any party involved within the contract/project/deliverables.
14. RETURNED GOODS AND CONDITIONS:
The Customer shall not return the goods or cancel orders without DAL’s and/or DD’s previous consent. Such consent will not be given where the goods have been specially purchased by DAL and/or DD to meet the Customer’s requirements. If DAL and/or DD gives such consent it reserves the right to make a cancellation charge.
Websites and databases for storing data:
Designated Associates/Designated Design offer the following standard hosting package. This will be the hosting package in place unless otherwise specified.
Website hosting of 500MB.
This hosting may relate to a back end database that stores data. The same hosting charges apply. Typically these can be shared within a website that is already being hosted, however, it may not. Please check documentation.
We will setup the hosting account as part of either a website/online solution/online sharing or interactive solution purchased.
We may only supply details to host if just a hosting package alone was being purchased and therefore the client is responsible for uploading and transferring their own files etc…
Databases and onsite systems:
This will be stored on PC’s/ Servers/ External Storage etc… We are not responsible for the maintenance or usability of this hardware and any software running upon them. This would be covered by a separate agreement with either a 3rd party or ourselves.
Unless stated, we do not offer an Anti-Virus provision on your hosting. This is the client’s responsibility.
Designated Associates offer the following standard hosting package. This will be the hosting package in place unless otherwise specified.
Email delivery and hosting of 500MB per mailbox.
It is the client’s responsibility to ensure that there is sufficient space in their mailboxes to receive email etc…
Unless stated, we do not offer an Anti-Virus provision on your mailboxes. This is the client’s responsibility.
Unless stated, we do not offer an Anti-Spam provision on your mailboxes. This is the client’s responsibility.
We are not expected to setup individual or company email accounts on computers/tablets/phones/servers as part of this provision unless stated otherwise. We will supply the necessary details to collect email from the servers, and if purchased, the ability to send email through our servers.
We do not as standard provide backups of database/websites/emails. We may protect our own servers or hosting provision against disaster and the details of which are agreed with our suppliers and their terms also apply, but do not offer an account specific backup and recovery service.
We may make a backup facility available for a database/system/website as part of the agreed project. This is always the client’s responsibility to undertake regular appropriate backups unless there is an agreement in-place to do otherwise.
We are not expected to provide backup to any onsite database/system solutions. This is the responsibility of the client’s to ensure there is a provision in place and that regular backups are being undertaken.
It is the client’s responsibility to ensure backups are valid and not simply trusting the process.
We are not expected to be a backup for client’s data.
If we choose to implement any form of backup, it is accepted that we are doing this under no specific terms and are not expected to meet any specific level of service, availability or expected to cater to any past, current or expected future standards.
We may retain knowledge of passwords for databases/accounts/websites/emails indefinitely unless otherwise agreed or stated. However, we are not expected to be a backup for client’s passwords in the event of a client’s password being misplaced or forgotten. We will generally reset passwords due to either internal policy or restriction.
Whatever passwords are handed over are to be kept strictly confidential and stored appropriately.
Once handed over it is not our responsibility to ensure that websites/databases/systems passwords are kept safe, however, we strongly suggest that the client carefully considers where and how to store as well as distribution.
19. YOUR DATA:
By entering into an agreement with ourselves, you permit ourselves to use all usernames, passwords and any further detail to deliver your project for any service linked to your project or detail passed on. We will of course take caution when dealing with such information, however, we may require entering this information into certain systems and websites in order to deliver. You are also permitting ourselves to share your information with any party involved with your project. This may be internal members, hosting companies, organisations that provide additional enhancements, 3rd parties relating to the project, sub-contractors, associates and developers that may be required in order to deliver or support the project.
20. COMMENCEMENT OF WORK:
Work will commence at the prior agreed time and place between Designated Associates and the customer, upon receipt of Purchase Order(s)/ signed Quotation(s) and fees required in advance. All work is then invoiced at an agreed schedule or by default monthly against Purchase Order(s) supplied by the customer.
It is the customer’s responsibility to ensure all required fees are paid by the required time in order to allow Designated Associates Ltd, to obtain/arrange necessary products/services/licenses/delivery etc…
Any delays in payment or the returning of requested detail may result in the work being rescheduled and a cancellation/rescheduling fee being payable to Designated Associates Ltd.
21. YOUR RESPONSIBILITIES AS THE CUSTOMER:
Operational and appropriate hardware/software/licenses/accessories where appropriate in order for ourselves to undertake the contracted work.
To ensure that any member of our team or appointed suppliers works within a healthy and safe environment.
To ensure payment is not delayed on any invoice and/or terms of payment.
To understand that we will not provide solutions/purchase or deliver something that is not detailed in our agreement.
That accept that at times although everything can appear to be planned from both parties, that there might be factors that you have not made us aware of or are unknown to you and ourselves and as a result we must reschedule or even deliver more or for longer than contracted to. In this circumstance we will invoice for additional work and time.
To ensure that all members and parties required from your organisation(s) are available during the project as required and to provide timely and constructive feedback that enables ourselves to deliver and does not obstruct or delay.
To understand and accept that there might be other parties involved with our delivery, either appointed by yourselves or possibly ourselves to deliver either the contract or a part thereof and we will not be held responsible or liable for any errors/faults/failures/financial loss or lack of service and/or goods.
To understand that previous history of your situation technically or politically and even other aspects are unknown to ourselves and that we are agreeing to work based on the facts that we are aware of. As a result we will strive to give the best service possible on our understanding of how to deliver your project/contract, however, there could be issues that we are simply unable to resolve/deliver or can only partly assist with or deliver.
22. TEAM INCLUDING 3RD PARTIES AND SUBCONTRACTING:
You will have the minimum of one contact that will be present throughout the project as a means to keep requests, information and detail in order.
There will be other members of the team aware of the detail regarding your information, project requirements and deliverables as necessary (this could include all aspects and detail). We also reserve the right to discuss and also deliver any or the entire project/work/supply of goods or services and/or support through one or more of our sub-contractors, associates, specialists, 3rd parties or developers in order to deliver or to support during and following project completion. We may not detail this into any documentation, however, we still retain the right to do so as part of the agreement that is in place or referenced to.
23. CONSTRUCTION AND USE:
DAL and/or DD shall not be responsible for adapting or modifying any goods or service to conform to statutory requirements not current at the time of the acceptance of the order and/or through delivery.
Unless specific non-statutory standards are stated within the agreed documents, then non are expected to be conformed too for any resources/3rd party enhancements-adaptations/frameworks/licenses we utilise or for any custom work we undertake ourselves.
The benefit of this agreement may be assigned in whole or in part by DAL and/or DD without the prior written consent of the Customer. The Customer shall not assign or transfer or purport to assign or transfer the agreement or the benefit thereof to any other person.
25. ESTIMATED COSTS:
Project estimates are valid for the amount of days listed within the proposal/quotation from the date of estimate/proposal/quotation. If a date is not specified then a duration of 30 days is accepted. Project may be re-estimated if, upon receipt of all project elements and/or definition as project is being undertaken, the designer/developer determines the scope of the project has been altered dramatically from the originally agreed concept.
Hosting costs, if external, are not a deliverable under this agreement.
Any agreement regarding external hosting of domain(s), website(s), email(s), database(s) is directly between the client and the chosen hosting provider.
All costs are excluding VAT at the appropriate rate.
a) Unless otherwise stated any price quoted by DAL and/or DD are:
I. exclusive of value added tax or any other taxes;
II. exclusive of carriage, packing and insurance;
III. exclusive of any release certificates;
and DAL and/or DD shall charge extra in respect of the above items.
b) Prices quotes are those current at the time of quotation and the price payable by the Customer shall be that which is current at the time of delivery to the Customer.
c) Where agreed call offs are not adhered to by the Customer DAL and/or DD reserves the right to amend the price structure in accordance with the quantities delivered.
27. RESPONSIBILITY OF SITE AND CONTENT:
Our responsibility for the website and/or system/solution/database ends when the website is handed over unless there is a specific agreement in place.
Content on or within the site/database/system for text/graphics/ads etc… and/or data and/or further configuration are the responsibility of the client during the design stage, website production and then maintenance and updating of their website.
Designated Associates/Designated Design are not responsible for checking any content received by the client or 3rd party for copyright theft, plagiarism, usability, legality, appropriateness at any stage during the initial design, production, hand over or following complete website hand over.
We expect the client to take all reasonable measures to ensure that they are secure and protected when either they are accessing the site or a 3rd party is doing so. This is referring to administrator/editor type administration access as well as uploading files and database records and access.
28. ADDITIONAL COSTS / OUTSIDE OF SPECIFICATION-AGREEMENT:
If additional elements are required to allow the solution to fully work or to be complete and these are absent from the request and/or agreed associated documents, we will not be held responsible to deliver.
E.g.1. If the production of a website is purchased and an online merchant payment account is required, we would not be expected to integrate and use unless specifically purchased as part of the agreement.
E.g.2. If the production of a database system is purchased to allow multiple users to access the system, we are not responsible for any network/pcs/equipment/software or servers that the solution runs upon. Not from an I.T. support perspective or ensuring they are in place and suitable for use. This is the clients responsibility
We will support items that we specify within the associated estimate/proposal/quotation/project documents.
It is the client’s responsibility to ensure that all required elements are made available and fit for purpose. We welcome discussions about suitability; however, it is not our responsibility outside of our solution.
Your project has been costed to be developed at the detailed point in time. The customer understands that the Internet and related technologies rapidly advance continuously, month upon month, year upon year. As a result the client needs to understand that there will be additional fees that will require paying throughout the year, each year, to keep the site up-to-date, as secure and accessible as possible to the users and customers of the site and for our client to administer and run the website.
We may or may have not included or mentioned costs within our documentation, regardless of this, we would always strongly recommend that client sites are continuously invested in as technology ages very quickly and a website is a long term and continual commitment.
29. PAYMENT SCHEDULE:
Payment Schedule A
A deposit in an amount equal to 35% of the total estimated cost is requested prior to execution of the project. We will not commence any work until this received.
A further 35% is due upon completion of the 2nd project deliverable (Prototype/marked milestones)
The remaining balance is to be paid upon delivery of the completed project, completion of 3rd project deliverable (Go Live/Handover/Sign Off).
Payment Schedule B
A deposit in an amount equal to 50% of the total estimated cost is requested prior to execution of the project. We will not commence any work until this received.
The remaining balance is to be paid upon delivery of the completed project, completion of 3rd project deliverable (Go Live/Handover/Sign Off).
Custom Payment Schedule
If a different payment schedule is detailed within estimate/quotation/proposal/project documents then the payment terms will be as detailed.
Payment is due as detailed within the invoice for the any stage of the project unless otherwise stated. Finance charge of 10% per month (120% annually) on all overdue balances.
100% hardware/software/licenses/extensions/plugins/components/ agreements payment required on signed documentation/contract signing.
Services are payment on invoice. A deposit maybe required before work can commence.
All additional labour and time after initial installation or elements signed off or project live will be billed at standard hourly rates with payment on invoice.
a) The price is payable on demand but in any case must not be paid later than 15 days from the date of invoice.
b) DAL and/or DD reserves the right to suspend deliveries and service where payment is not received in accordance with paragraph (a) above or in accordance with any alternative terms of payment agreed in writing.
c) Where payment is not made in accordance with the terms of paragraph (29) hereof or other agreed payment schedule the Customer shall pay interest on any unpaid amounts calculated at 10% above Barclays Bank plc’s base rate for the time being in force calculated on a daily basis.
d) No cash or other discount is allowed unless agreed in writing.
e) If DAL and/or DD is unable to deliver some items comprising the goods subject of an agreement but unable to deliver all such items due to cause beyond its control (including but not limited to the examples referred to in Conditions 3 hereof) the Customer shall pay for such items as are delivered.
31. TELEPHONED ORDERS:
The Customer agrees to send DAL and/or DD a written order in confirmation of any telephoned orders duly marked with any confirmation reference given by DAL and/or DD, otherwise DAL and/or DD cannot accept liability for any duplication of delivery that may occur.
32. PASSING AND REVERSATION OF TITLE
a) The risk in the goods shall pass to the Customer on delivery but the ownership and property in the goods shall remain in DAL and/or DD until full payment has been received. Until such payment the Customer shall not sell or attempt to sell the goods. If the Customer nevertheless does purport to sell the goods then without prejudice to any other right of remedy available to DAL and/or DD then the beneficial entitlement of DAL and/or DD shall attach to the proceeds of such sale or to the claim for such proceeds.
b) As long as the property in the goods remains in DAL and/or DD, DAL and/or DD shall have the right, without prejudice to the obligation of the Customer to pay the price, to retake possession of the goods (and for that purpose to go upon any premises occupied by the Customer).
Manufacturer’s/software developers/enhancement developer/license owner/3rd party/hosting provider warranty is used.
If any item is out of its warranty and no other has been provisioned, no warranty is available.
Any prototypes or full solutions developed by DAL and/or DD, are covered under the warranty included within the quotation. If non are specified then, prototypes are covered for 1 month and full solutions (Custom Website/System/Database development) for a minimum of 3 months.
This applies only to the parts supplied by Designated Associates Ltd. and all warranties are voided, if the product is not as sold, modified by customer or parties acting upon the customer's behalf, or the product is used or has suffered from use or events that it was not designed for, or beyond the control of the customer and/or Designated Associates.
The warranty is bound to the specification that was agreed as part of the solution. Any element outside of the specification are modifications and therefore billable. If the item in question has not been specifically detailed, then this is not included as part of the build/contract or any warranty.
All warranties commence from the date of installation/identified mile stone within the project documents/go live, and or service performed.
34. SOFTWARE/SYSTEM/DATABASE/WEBSITE etc…:
a) Where the goods include software or other services referenced within these terms and the Customer has been furnished with the developer’s software licence, he shall sign and return it as specified in the said licence. In the event that the Customer fails to sign and return the said licence:
I. DAL and/or DD reserves the right to withhold the release of the software/solution/work/website.
II. DAL and/or DD shall nonetheless be entitled to full payment for the software/solution/work/website.
b) In the absence of the developer’s software licence being furnished, the Customer agrees to accept a non-exclusive, non-transferable licence to use the software upon the terms of these Conditions with the additional terms.
I. The Customer undertakes not to copy (other than for normal equipment operation), reproduce, translate, adapt, vary or modify the software/database/system/website nor to communicate the same to any third party without DAL’s and/or DD’s prior written consent;
II. the licence hereby granted shall continue until or unless:
A) either party gives to the other party one month’s prior written notice of termination whereupon and before the expiry of which the Customer undertakes to return or destroy the software as DAL and/or DD shall direct PROVIDED THAT DAL AND/OR DD shall only exercise its right to terminate in the event that the continued use or possession of the software by the Customer infringes the developer’s third party rights of whence DAL and/or DD is forced to do so by law;
B) DAL and/or DD terminates the licence forthwith if the Customer fails or has failed to comply with any of the terms and conditions herein contained including but not limited to breach of copyright, patent or confidentiality.
35. 3RD PARTY SERVICES:
Designated Associates Ltd may be bound to the Terms and Conditions of any 3rd party regarding website hosting, domain name hosting, email delivery, webspace, extensions, functions, license etc. and will not be held liable or accountable for any non-conformance of any other supplier or if the client does not adhere to aforementioned terms.
36. CUSTOMER SPECIFIED/SUPPLIED EQUIPMENT:
Where work is carried out using equipment and/or software and/or licenses and/or services and/or procedures and/or facilities, supplied or at the instruction of the customer, which is then found to be faulty or not fit for purpose, all work carried out to identify and rectify the problem is chargeable in addition to any quote or order at the suitable rate to the customer. Whether directly instructed to carry this out or not by the customer, when this has to be carried out in order to complete the work for the customer.
All warranties on any such repairs, modifications and/or rectification of problems, are the responsibility of the customer to arrange with parties who actually perform said tasks.
37. LOSS AND DAMAGE IN TRANSIT:
When DAL and/or DD are undertaking transit, DAL and/or DD will refund the cost of, or at its discretion replace or repair free of charge any of the goods proved to DAL’s and/or DD’s satisfaction to have been lost or damaged in transit up to the moment of delivery provided that within 3 days after receipt of goods in the case of damage, or within 7 days of receipt of invoices in the case of loss, the Customer notifies DAL and/or DD in writing of the occurrence of damage or loss, and its nature and extent.
When a courier or other such delivery service is being utilised by either DAL and/or DD and/or another supplier or manufacturer, then their terms will be applicable.
This is included within the quotation/estimate/proposal/contract and/or these terms and conditions. If non are stated then non are available.
If there is to be any credit applied to any fees, this will be detailed within the estimate/quotation/proposal. If non stated, no credit will be applied.
The headings of these Conditions are for convenience only and shall have no effect on the interpretation thereof.
The Agreement shall be governed by and construed in accordance with English Law and Courts of England shall have jurisdiction to hear all disputes arising in connection with the Agreement.
42. ACCEPTANCE OF AGREEMENT:
The prices, specifications and conditions are hereby accepted that are detailed within this document and accompanying estimates/proposals/project documents. The design agency is authorised to execute the project as outlined in this agreement. Payment will be made as proposed. By signing you are stating that you are duly authorised to sign on behalf of the client.
These terms and conditions are liable to change without prior notice or notification.
Terms and Conditions – Internet Marketing & Advertising including PPC. Google, Bing, Yahoo
1. DEFINITIONS EFFECT OF CONDITIONS
a)“DAL” means Designated Associates of Vale House, Vale Park, New Brighton, Wirral CH45 1LZ.
b)“DD” means Designated Design of Vale House, Vale Park, New Brighton, Wirral CH45 1LZ.
c)These Conditions shall apply to and be incorporated into every agreement between DAL and/or DD and any person, Firm or Company (“the Customer”) under which DAL and/or DD supplies the goods or services at the request of the Customer for the services stated within the title.
d)These Conditions shall supersede all earlier Conditions of DAL and/or DD.
e)These Conditions shall take precedence over any Conditions of the Customer and shall not be varied without written consent of DAL and/or DD.
The level of commitment of this service is detailed within the agreement. Anything outside of this will be at a minimum chargeable rate of £45+VAT per hour for suggestions, reports, information, additional adverts and changes to a campaign. Any other type of activity is charged at its respective rate.
3. PPC OFFERED:
Google, Bing, Yahoo.
4. ADDITIONAL INFORMATION AND/OR REPORTS:
Requests for additional information, enhanced reports, further reports, reports to be accomplished ASAP as opposed to the expected reporting time of monthly, will be subject to additonal fees at the above rate.
New campaigns can be created to achieve results and improvements in addition to any existing campaigns started or that we are taking over. These will be at a chargeable basis if deemed more work than the agreed monthly/quarterly/annual arrangement and will seek separate approval and fees before commencing.
6. CLIENT APPROVAL:
For maketing and design services, we will submit publications and documents to the client for approval before publishing (in whatever manner, i.e. electronically or print). With your acceptance any inaccuracies, errors, misspellings or false advertisements are the responsibility of the client. We will not be liable for any loss or damage suffered by any party resulting in directly or indirectly from any published activity, electronic or printed. You as the client agree to indemnify Designated Associates and Designated Design from any claim made by any party in this regard.
7. CLIENT INFORMATION & AVAILABILITY:
The client shall provide ourselves with sufficient information regarding products, services and the clients business activites in order for ourselves to understand, market effectively and not to be hindered from delivering our service. The client shall agree to make relevant people within their business available if seen as advantageous or required without hindrance.
Designated Associates and/or Designated Design will aim to work within and to any durations detailed within the propsal, agreement or quotation document. Though time will not be of the essence in this regard.
9. LIMITATIONS OF SERVICES PROVIDED:
At Designated Associates & Designated Design, we are committed to delivering excellence at all times and in all of our services. It is in our own interest to achieve the very best that we can for our clients/customers in order to facilitate a fruitful relationship for both parties and exceed all expecations. We do want to make clear our limit of our liabilities for our services provided throughout the entire business including Internet Marketing and Advertising for PPC and other services and we detail them as follows:
a) Limitation of liability & warranty disclaimer: Designated Associates & Designated Design makes no representations, warranties or guarantees of any kind, either express or implied with respect to the Internet Marketing and Advertising services, functionality, results or performance of use thereof, including without limitation, any warranties of merchantability, non-infringement, fitness for particular purpose, or any other warranties arising by usage of trade, course of dealing or course of performance.
b) Designated Associates and/or Designated Design do not offer generally or specificaly that any service we provide under these terms and conditions will be uninterrupted, error-free or will meet the client/customers requirements.
c) Designated Design and/or Designated Associates will not be liable or considered in breach or in any way in default, on account of any failure or even delay to deliver and to perform as agreed and anticipated by the parties, including, without limitation, if Designated Design and/or Designated Associates become unable, incapable or inoperable and cannot perform as intended.
d) Designated Associates and/or Designated Design will not be liable y for monetary damages in any event will not exceed the fees paid to Designated Design and/or Designated Associates by the client/customer for the Internet Marketing Programme, Service, PPC Management or other activty.
e) Designated Associates and/or Designated Design will not be responsible or liable for any indirect, special, consequential, incidental or exemplary damages in connection within this agreement or service provided, including, without limitation, damages relating to the loss of profits, income or goodwil, even if aware of the possibility of such damages.
Designated Associates/Designated Design expects that all information supplied will be kept confidential.
The Client/Customer will agree to pay Designated Associates/Designated Design the fees as set out within the quotation/proposal/agreement. Invoices are to be paid immediately upon receipt unless agreed otherwise in writing.
Designated Associates and/or Designated Design will apply late payment charges of 1.5% to all late payments and outstanding amounts per calendar month or part thereof.
Designated Associates and/or Designated Design offer a minimum of a 3 month contract which is applicable to all contracts. After this point, unless cancelled in writing, all contracts are on a "rolling basis". Schedules and deliverables will be as per the original 3 month contract.
14. 3rd PARTY PAYMENTS:
Any and all payments to another party such as Google, Microsoft, Yahoo will be the Clients/Customers responsibilities. Where Designated Associates and/or Designated Design have agreed to pay any 3rd party fees, we will apply a 20% handling fee to the Client/Customer.
15. PRICE CHANGES:
Designated Associates and/or Designated Design reserve the right to alter pricing at our discretion, but will always give 1 months notice to the client before changes occur.
16. REPORTING AND CONTINUATION
Once contracted, Designated Associates and/or Designated Design, will report on work completed in the last month and results achieved unless agreed otherwise within the quotation/proposal/agreement. We will work to the agreed budget and undertake the agreed tasks.
The Client/Customer is able to cancel the contract at any point when in the 'rolling basis' stage, subject to a 30 day paid notice period. During this time, paperwork, details and completed work will be handed over, subject to payment of all outstanding invoices.
Terms and Conditions – Social Media Management and Content Creation.
a) Whereas Designated Associates will perform services inline with the signed agreement designed to either boost the social media presence of the Client and/or to maintain consistent communication.
b) Whereas the Client will compensate Designated Associates for said services by paying as per the schedule set out within the agreement. The default arrangement is payable monthly in advance.
c) Whereas this agreement is binding for 12 months unless stated otherwise within the agreement.
a) Designated Associates will render services to the Client for the period stated within the agreement. The default is for 12 months.
b) Designated Associates may have ninety (90) days to establish a presence on behalf of the organisation across all agreed upon platforms. During this time, Designated Associates will work to establish what techniques will work best for the organisation. After ninety (90) days, Designated Associates will become responsible for the maintenance portion of the agreement whereby Designated Associates must achieve a daily quota of social interactions on behalf of the organisation as set out in the agreement.
a) Designated Associates will establish the organisation’s presence on social media platforms as detailed within the agreement.
b) Designated Associates will meet with the Client at the conclusion of each thirty (30) day period (in person, by phone, or online) to discuss the campaign’s progress and discuss strategy for the upcoming period.
c) The services cited in this section (Sec. 2) represent a complete list of Designated Associates contractual obligations. Designated Associates may elect to provide additional services when deemed necessary. Should this occur, the Client will not be billed for additional services. However, the performance of additional services in one period does not obligate the Consultant to provide such additional services in future periods.
The schedule and amount will be described within the agreement.
a) Designated Associates will accept payment in Cash, Payment Card (at additional charge) or via BACS.
b) In the event that the Client fails to pay Designated Associates by 5:00 p.m. (GMT) on the first of each month, Designated Associates will cease to provide services until payment is received and additional charges may be payable.
c) Once payment for the period has been received in full, Designated Associates will resume provision of services. Should a suspension of services occur, the complete payment will be necessary to resume services – a prorated amount will not be provided.
5. ACCOUNT ACCESS & AUTHORISATION:
a) Designated Associates is authorised by the Client to assume the identity of the Client in all social media interactions on the Internet including, but not limited to, status updates, blog posts, online forum discussions and message board posts, comments, and responses to user comments, and emails.
b) We will require all Social Medium Access Information in order to undertake the tasks. Any changes to the services that prevent our ability to deliver, will not be our responsibility, fault and we will not be liable in any way or expected to deliver. However, our payment schedule will still continue.
c) Designated Associates will hold the Client’s URLs, usernames, and passwords in confidence. The consultant will not share this information under any circumstances, nor will Designated Associates sell this information to a third (3rd) party.
6. RIGHTS CREATED CONTENT:
a) The Client will retain the right to all content created by Designated Associates for the Client, while under contract, ad infinitum. However, the Client may not distribute for profit any content created by Designated Associates for the Client, while under contract, without the written consent of Designated Associates.
b) Furthermore, the Consultant will retain the right to use any and all content created by Designated Associates for the Client, while under contract, for the purpose of (1) providing samples of the Consultant’s work or (2) instruction – including, but not limited to, presentations, photographs, lectures, webinars, videos, and published material in any medium.
7. ACCESS TO CLIENT INFORMATION:
In order to accurately determine ROI (Return on Investment – if applicable to the engagement), Designated Associates will, from time to time, ask for financial and customer information from the Client. Requests will be made directly to the Client in person, over the phone, or in writing. After receiving the answer, the Consultant will store the information securely against the clients file.
8. LIABILITY WAIVER:
a) Establishing a social media presence and initiating a two-way flow of communication between the Client and the public can have unintended consequences on the Client’s reputation. Should this occur, the Client waives its right to hold the Consultant responsible for any damage and/or liability that may arise from the Consultant’s actions on behalf of the Client.
b) If, at any time, the Client does not agree with actions taken by Designated Associates on its behalf, it must notify Designated Associates in writing. If the Consultant receives such a communication, Designated Associates will post a retraction and apology across all affected platforms as early as possible.
9. SERVICE INFORMATION:
Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, laws, proclamations, edits, ordinances or regulations, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days post the initial ninety (90) days, either party shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice to the other party.
10. AMENDMENTS & ADDEMDUMS:
These terms are to be considered complete and final. However, the field of social media is rapidly changing and said changes may necessitate amendment or addition to these terms & any live contracts. Should such a need arise, the amendment or addendum must be drawn up as a separate document, signed by both parties indicating their agreement, and a copy of the signed document must be provided to the Client and Designated Associates.
11. ENTIRE AGREEMENT:
Should either party violate the terms of or fail to meet the obligations set forth in this contract, such action will render the opposing party free from any further contractual obligation.
After the initial ninety days have elapsed, if either party violates these terms or the terms within the agreement, then the agreement and contract will be deemed as terminated upon written notification from Designated Associates.