At the time of proposal, XY Co will provide the client with a written estimate or quotation by email. These Terms and Conditions can be read at any time on the following link http://www.x-y.co/tc/.
A copy of service agreement with the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to XY Co.
Alternatively, the client may send an official purchase order in reply to the estimate or quotation which binds the client to accept our terms and conditions, or an email acknowledging acceptance of the quotation.
For the avoidance of doubt, the XY Co Terms & Conditions are what govern the job, not any conditions on the customer’s purchase order.
We will supply proofs and files as detailed in the job scope or request, e.g., PDF format (as appropriate for printing), 1080 HD videos format, responsive website, etc.
Charges for design work do not cover the release of the copyright design source files, including but not restricted to indd (InDesign), psd (Photoshop), AI (Illustrator), Pr (Premiere) or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.
Charges for design services to be provided by XY Co will be set out in the written estimate or quotation that is provided to the customer. At the time of the client’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable payment of 60% of the quoted fee will become immediately due.
Unless agreed otherwise with the Client, all design services require an advance payment of a minimum of SIXTY (60) percent of the project quotation total before the work commences or is supplied to the Client for review. The remaining FORTY (40) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials.
Additional Service Charges
Charges for any additional services requested during the project that are over and above the estimated time or out of scope, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.
Charges for website maintenance and backup will be applied regarding to an estimate or quotation acceptance.
Any training or tutorial on the website’s content management system (CMS), such as add, withdraw or update website contents, will request additional service charges that base on the agreed hourly rate.
The customer will be provided with an Approval Form or Proof Email, and an Invoice prior to final publication. At this time the remainder of the amount due will become payable and the client will also be required to sign and return the Approval Form or signify approval by email to XY Co.
Any invoice queries must be submitted by email within 14 days of the invoice date.
Accounts which remain outstanding for 30 days after the date of invoice, will incur late payment interest charge at the Bank of England Base Rate plus 8% on the outstanding amount from the date due until the date of payment.
Payments may be made via online transfer, or Cash.
Publication and/or release of work done by XY Co on behalf of the client, may not take place before cleared funds have been received.
Any indication given by XY Co of a design project’s duration is to be considered by the client to be an estimation. XY Co cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by XY Co for the initial payment or by date confirmed in writing by XY Co.
The client agrees to XY Co’s definition of acceptable means of supplying data to the company.
Text is to be supplied to XY Co in electronic format as standard text (txt), MS Word (docx) or via e-mail / FTP or shared folder, e.g., dropbox, google drive, etc.
Images which are supplied in an electronic format are to be provided in a format as prescribed by XY Co via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and XY Co will not be held responsible for any image quality which the client later deems to be unacceptable.
XY Co cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.
XY Co considers the design project complete upon receipt of the customer’s signed Approval form or sign-off email. Other services such as printing, display panel production, film-work, website uploading, publishing etc either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.
The client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.
The client also agrees that XY Co holds no responsibility for any amendments made by any third party, before or after a design is published.
Copyrights and Trademarks
By supplying texts, videos, images and other data to XY Co for inclusion in the client’s website or any other medium, the client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.
Any artwork, videos, images, or text supplied and/or designed by XY Co on behalf of the customer, will remain the property of XY Co and/or its suppliers unless otherwise agreed in writing. A licence for the use of the copyright material is granted to the client’s solely for the project defined in the scope or request and not for any other purpose.
Any software, code, plugin or any other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the client, not XY Co.
Should XY Co, or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow XY Co to remove and/or replace the file on the site.
The client agrees to fully indemnify and hold XY Co free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice. XY Co shall be entitled to remove XY Co‘s and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
Removal of such materials does not relieve the client of its obligation to pay the due amount.
Any design, copywriting, drawing, idea or code created for the customer by XY Co, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of XY Co and any of its relevant sub-contractors.
All design work – where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.
XY Co will not be held responsible for any and all damages resulting from such claims.
XY Co is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The client agrees not to hold XY Co responsible for any such loss or damage.
Any claim against XY Co shall be limited to the relevant fee(s) paid by the client.
Website Design Project
XY Co requires that a template is approved by the customer before coding of a site commences. Once the template(s) for the web site is/are approved by the client, coding will commence; any changes to navigation items, colours, structure or content that require changes to the template will incur an additional charge.
Once web design is complete, XY Co will provide the client with the opportunity to review the resulting work. XY Co will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to XY Co by e-mail.
XY Co will consider that the client has accepted the original draft, if no notification of changes is received in writing from the client, within 14 days of the start of the review period.
Rights of Access for Website Design
The client agrees to allow XY Co all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.
The client also agrees to allow XY Co access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
The client agrees to supply XY Co with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
XY Co offers a limited hosting services through an out-sourced virtual server. XY Co does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
XY Co may request that clients change the type of hosting account used if that account is deemed by XY Co to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website.
Fees due to third party hosting organisations are the responsibility of the client and XY Co are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the client / domain owner.
XY Co cannot guarantee the availability of any domain name. Where XY Co is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.
Search Engine Optimization (SEO) Submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, XY Co cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
Rights of Refusal
XY Co will not include in its designs, any text, videos, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. XY Co also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that XY Co does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the client is obliged to allow XY Co to remove the contravention without hindrance, or penalty. XY Co is to be held in no way responsible for any such data being included.
Cancellation of orders may be made by telephone contact, e-mail, or postal to the studio address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by XY Co within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
XY Co makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. XY Co will not be held responsible for any and all damages resulting from products and/or services it supplies. XY Co is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The client agrees not to hold XY Co responsible for any such loss or damage. Any claim against XY Co shall be limited to the relevant fee(s) paid by the client.
XY Co and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. XY Co recommends that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. XY Co reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
The client agrees to allow XY Co to place a small credit on printed material exhibition displays, advertisements and/or a link to XY Co’s own website on the client‘s website. This will usually be in the form of a small logo or line of text placed towards the footer area of the page.
The client also agrees to allow XY Co to place websites and other designs, along with a link to the client’s site on XY Co’s own website for demonstration purposes and to use any designs in its own publicity and portfolios.
Acceptance of Terms and Conditions and Quotation
The placement of an order for design and/or any other services offered by XY Co, by email, verbally or in writing, is deemed to be acceptance of these terms and conditions, which are freely available at http://www.x-y.co .§An estimate validated by the client’s signature on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and XY Co.