Faculty Creative Ltd Terms and Conditions of Business
Registered No. 9508953. Registered in England and Wales. VAT No. 209 2923 11
Faculty Creative Ltd is “the Company”. A party contracting with the Company is “the Client”.
In this Agreement the following words and expressions shall have the following meanings:
“the Price” means the sums to be paid by the Client to the Company in consideration of the performance of the Project;
“the Project” means the design and delivery of the Project;
“the Deliverables” mean the items that we produce for you as part of this Project;
“the Specification” means the specification set out in this document;
“the Specification Changes” means any alteration requested by the Client to the Project Specification, the description of the work, or any technicalities of the project;
“the Design Revision” means a phase of time allocated in this document, by the Company, to carry out edits to the design or to adjust the visual appearance of the Deliverables as requested by the Client;
“the Project Admin” means the time required for any meetings, phone calls, and emails to ensure the smooth running of this project.
The Schedules form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the Schedules. Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders. The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
The Client may be requested to pay a deposit of 25% ahead of the Project commencing. All other payments will made by the Client in response to an invoice from the Company. The Company will invoice after each stage of the Project is completed and signed-off by the Client. Or after the whole Project is complete and signed-off by the Client.
If payment is delayed beyond thirty days of the invoice date the Client shall pay interest on the overdue invoice at 8% above National Westminster Bank PLC base rate. The interest calculated is simple, not compound, according to the following: Debt x interest rate (8%) x (the number of days late/365) = interest. Interest is charged on the gross amount of the debt including VAT, but VAT is not charged on the interest. A credit collection charge of £40 will be applied to all invoices delayed beyond thirty days of the invoice date.
The Client shall pay any costs incurred by the Company to recover payment on the overdue invoice. All projects are billed in stage payments relating to work carried out each month. Should the client fail to pay one instalment then all other payments become immediately due and payable and the Company need not continue to provide further work or services for the client nor complete the contract until payments are up to date.
The Company reserve the right to suspend the Services (including, without limitation, any web hosting the Company does for the Client) if our charges are overdue for payment by the Client. The Company shall have no responsibility to the Client for any loss (including, without limitation, loss of data) that the Client may incur if the Company does so.
Claims arising from damage, delay or partial loss of products in transit must be made in writing to the Company and the carrier so as to reach them within three days of delivery. Claims for non-delivery or any other claims must be made to the company within seven days of the invoice date.
The Company will not be liable to compensate the Client for any loss of anticipated profits, damage to the Client’s reputation or goodwill, loss of expected future business, damages, costs or expenses payable by the Client to any third party, or any other indirect consequential losses. The total liability for any loss shall not exceed the total value of the contract.
The Company may reject any materials supplied by the Client that appear to be unsuitable. Where materials are supplied or specified by the Client, responsibility for defective work will not be accepted by the Company unless it is due to the Company’s failure to use reasonable skill and care.
Client’s changes, to materials supplied by the Client, including alterations and additions to text that require extra production time by the Company, will be charged by the Company in accordance with the standard charges of the Company for labour.
Proofs of all work may be submitted for the Client’s approval and in that event no responsibility will be accepted for any errors not corrected by the Client.
If requested as part of the project, and if not stated otherwise, any hosting will be provided by a third party. The Company will not be responsible for any performance related with the hosting agreement. This includes any email accounts or service set up as part of the hosting. Any terms of the hosting agreement will be between the Client and the third party hosting provider.
The Client may at any time request alterations to the Specification by notice in writing to the Company.
On receipt of the request for alteration the Company shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of the alteration, if any, on the price, the timetable and any other terms already agreed between the parties. Any increase in the price shall be in accordance with the standard charges of the Company for labour. For the avoidance of doubt, the Client’s requirement that the Company carry out amendments or modifications or corrective or remedial work pursuant to Clause 9 shall not constitute an alteration within the meaning of this Clause.
Where the Company gives written notice to the Client agreeing to perform an alteration on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice, advise the Supplier by notice in writing whether or not he wishes the alteration to proceed.
Where the Company gives written notice to the Client agreeing to perform an alteration on terms different to those already agreed between the parties, and the Client confirms in writing that he wishes the alteration to proceed on those terms, this Agreement shall be deemed automatically to have been amended so as to include the alteration and thereafter the Company shall perform this Agreement upon the basis of such amended terms.
On completion of the online Deliverable the Company shall provide the Customer with a temporary URL where the Deliverable can be viewed and tested. If the Client in his sole discretion considers that the Deliverable has failed in any way to perform in accordance with the Specification and/or that amendments or modifications or corrective or remedial work are required, he shall promptly advise the Company in writing outlining the areas which require to be modified. On receipt of this notice the Client shall, subject to Clause 8, free of charge, investigate and make the changes to the Deliverable (including corrections or enhancements to the software used) necessary to ensure that it will perform in accordance with the Specification. Following the necessary changes the Company shall test the Deliverable again on the same terms as above and if no further changes are intimated by the Client, this shall be referred to as “successful completion”. For the avoidance of doubt, the Company shall not undertake any changes free of charge where they require the Deliverable to operate in a manner not provided for by the Specification.
Where the Client considers that the Deliverable has failed and on investigation pursuant to Clause 7 this proves to be a result of an error by the Client, the Company shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Client’s then current price list. The Company shall ensure that successful completion occurs on or before the date set out in the Timetable for completion to occur. If any delay in achieving successful completion is due to delay or error beyond the control of the Company, the relevant dates set out in the Timetable shall be deemed deferred as agreed.
Upon successful completion the Client shall be required to sign the Company’s formal acceptance form, confirming that the Company has successfully completed the Project under the terms of this Agreement; and the Company shall deliver to the Client all software in relation to the online Deliverable, together with a final invoice. Notwithstanding any provisional acceptance or use of the online Deliverable by the Client, final acceptance of it shall not occur until successful completion and shall be without prejudice to any of the Client’s rights set out in this Agreement.
Risk of loss or damage of any kind to the online Deliverable, the software used, the content or the documentation related to it shall pass to the Client only upon successful completion.
If the Deliverable is a website, or is an item on the Client’s website, the Company does not guarantee that the search engine positions that the Company has obtained for the Client will be permanent. In order to create the optimized pages and submission pages for the Client, the Client authorized the Company to use all content related to the Client’s website. If necessary, the Client will promptly provide the Company with the content required by the Company.
The Client agrees that the Company makes no claims nor guarantees regarding the Client’s number of visitors, or sales the Client’s website may generate, and will not be held liable. The Client agrees that the Company makes no claims nor guarantees that the Client’s keywords or keyword phrases will appear or be added on all major search engines and directories.
The Client agrees to upload necessary optimized pages and/or submission pages files created by the Company to the Client’s website, OR to provide the Company with access to website files via ftp or equivalent and shall hold the Company harmless for liability in the event of accidental data loss, corruption, and/or deletion.
After full payment the Client shall own the design right for any designs the produces as part of this contract. If full payment is not made then the Client hereby assigns or agrees to assign the Company any design right in the product prepared by the company, or the designs for those products, which arises as a result of the performance by the Company in this contract.
The Company reserves the right to use the whole, or any part thereof, of the aforementioned work, to promote his business through any media he may deem fit. In certain (unspecified) circumstances the Company may inform the Client if the Company deems that a conflict of interest may arise due to the nature of the promotion. The Company shall be entitled to a credit on any web pages or other materials that the Company design or create in the course of providing the Services.
An order placed by the Client cannot be cancelled except with the Company’s approval.
The Company shall not be required to produce any matter, which in its opinion is or may be of illegal, libellous or immoral nature. The Company shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter prepared for the Client or any infringement of copyright, patent or design.
The Company shall not be liable for any failure of performance due to an act of God, war, strike, lockout, industrial action, fire, flood, storm or any event beyond the control of the company.
This contract is governed by the law of England and Wales and it is agreed that the English courts will have the sole jurisdiction to decide any dispute arising out of or in connection with the formation, construction or performance of this contract.