Terms & Conditions
TERMS & CONDITIONS
Welcome to House of DB. I look forward to working with you on your project.
Below are the Agency’s Terms & Conditions, which set out to give you a clear idea as to how we’ll work together and what you can expect.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY SIGNING THE AGENCY'S AGREEMENT AND/OR ACCEPTING THE SCOPE OF WORK AS LAID OUT IN EMAIL CORRESPONDENCE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE, FROM TIME TO TIME AT OUR SOLE DISCRETION. WE WILL NOTIFY YOU OF AMENDMENTS TO THESE TERMS AND CONDITIONS BY EMAIL. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS, PLEASE CONTACT THE AGENCY DIRECTLY.
1. PROJECT APPROACH - WEBSITE DESIGN & BUILD
The Agency follows the following process for all website development projects:
1.1 The Agency reserves the right to start work at any time once a contract has been signed and a Creative Brief provided.
1.2 Phase 1 - User Experience Design
1. During this stage the Agency will provide a site map showing each page of the website and the page hierarchy. This will help to determine the number of pages and unique templates required for the project.
2. Following agreement of the site map, the Agency will produce wireframes which show the layout and functionality of each unique template. Wireframes may be produced as sketches or as high fidelity layouts depending on the complexity of the requirements.
3. Costs provided allow for up to two rounds of amends during the User Experience Design phase. Should further rounds of amends be required then an additional cost estimate will be provided.
1.3 Phase 2 - Design Layouts
1. Following approval of the sitemap and wireframes the agency will design the page layouts. These will be provided as PDF or JPEG to the Client for review & feedback or sign off.
2. Any feedback must be provided within 3 days or as per the agreed project plan. Delays to feedback or sign off may result in a delay to the overall project timeline.
3. Costs provided allow for up to two rounds of amends during the Design phase. Should further rounds of amends be required then an additional cost estimate will be provided.
1.4 Phase 3 - Development & Testing
1. Once designs are approved the Agency will build out all the pages using the content provided by The Client.
2. The Agency will include within the CMS, all relevant information to support and maximize SEO within the parameters of the chosen website builder.
3. The Agency will test the website and will then handover to The Client to conduct their own testing prior to sign off. See ‘Browser Support’ section below.
1.5 Phase 4 - Handover & Ownership
1. The Agency will handover the site and will provide the Client with relevant usernames and passwords for editing specific content on the website.
2. The Agency will provide the Client with access to the websites analytics to monitor usage.
3. The Agency will retain control over design, layouts, functionality etc. to minimize the chances of inadvertent alterations that may impact on the websites day-to-day operation.
1.6 Phase 5 - Warranty Period
All websites are provided with a 30 day Warranty Period guarantee from the date of go-live. During this time the Agency will fix any defects or problems in relation to work and services provided. There will be no extra cost to the Client within this period After the 30 days period has expired then any further fixes will be charged at the standard hourly rate.
1.7 Optional - On-going Maintenance
SquareSpace websites are easy to manage and update, however The Agency offers all clients the option of an on-going maintenance agreement for a fixed monthly fee.
2. PROJECT APPROACH - DESIGN & BRANDING PROJECTS
The Agency follows the following process for all design & branding projects:
2.1 The Agency reserves the right to start work at any time once a contract has been signed and a Creative Brief provided.
2.2 Phase 1 - Concept Development
1. During this stage the Agency will provide the agreed number of concepts demonstrating different approaches to answer the Creative Brief.
2. Concepts will be provided either as hand drawn mock-ups or designs depending on the nature of the work.
3. Costs provided allow for up to two rounds of amends during the concept phase. Should further rounds of amends be required then an additional cost estimate will be provided.
2.3 Phase 2 - Design Layouts
1. Following approval of a chosen concept the Agency will provide design mock-ups for one selected route.
2. Costs provided allow for up to two rounds of amends during the design phase. Should further rounds of amends be required then an additional cost estimate will be provided.
2.4 Phase 3 - Printing
The Agency may provide printing services if required however Clients may also organise their own printing if preferred.
2.5 Phase 4 - Handover of Assets
The Agency will deliver to the Client, via electronic mail (or a downloadable hyperlink using Dropbox or WeTransfer), within 2 days after approval of the final design(s), digital files containing the final design(s), in the following format(s):
JPEG FILE and / or PNG TRANSPARENT FILES.
The Agency does not supply raw layered files such as .PSD’s, .AI files, layered PDF files or similar.
3. DELIVERY SCHEDULES
3.1 The Agency will confirm a delivery schedule upon receipt of a creative brief from the Client. This will take into account any amendments expected and agreed within the scope of the project.
3.2 It is agreed that additional amendments and/or delays to the work being completed due to delays caused by the Client may impact on the delivery schedule.
4.1 The Client is responsible for providing the Agency with all relevant text, images and materials that are required to complete the project.
4.2 In the case where the Agency is required to source content, the Agency will provide the Client with additional costs for such research and provide information on the impact on the delivery schedule for the Client to sign off. Additionally, all costs for any content sourced by the Agency will be passed on to the Client.
4.3 In the case of website development, all copy supplied by the Client and subsequently uploaded to the website will be in English. Any additional language requirements will be discussed further and charged accordingly.
4.4 Copy will be used as provided by the Client and therefore it is the responsibility of the Client to thoroughly check all copy for spelling, grammar and punctuation.
4.5 If the Client provides the Agency with goods, material, photographs, film, data or information to be used in any form, the Client hereby warrants that these do not infringe the rights of third parties and indemnifies the Agency against any action taken against the Agency by any such third party.
4.6 The Agency will never knowingly infringe any copyright or trademark belonging to another and will deliver, to the best of its knowledge, creative solutions that are original and unique to the Agency. Furthermore, the Agency will endeavour to make sure all final designs remain unique to the Client and any future projects the Agency engages in with new clients will not include reference to the final signed off design or include illustrations, fonts or colour pallets relating to the final signed off designs belonging to the Client.
4.7 Unless otherwise agreed in writing, it is the responsibility of the Client to ensure that no copyright or trademark has been infringed and to make your own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.
4.8 The Agency takes great care to make sure all information is accurate but please check through everything to make sure there are no mistakes with layout, wording, spelling and grammar before the websites go-live date.
5.1 During the design process and where applicable the Agency shall present font options to the Client.
5.2 In the case where a website is being designed and the website platforms built-in fonts aren’t suitable and the Client requires alternative fonts to be used, the Agency shall source alternative fonts and advice the Client with regards to relevant fees and licenses which the Client will then be responsible for paying as an additional cost.
5.3 Once the Client and Agency have shortlisted font options, the Agency will present a single license cost to the Client for sign off based on the agreed parameters the font will be used for by the Client. If usage goes beyond these parameters it is accepted by the Client that additional fees may be incurred which will be added to the final invoice.
5.4 From the initial designs the Agency will provide as much information as possible with regards to font choices made, including but not limited name of font, weight options available (ie. regular, italic, bold) and commercial license obligations with associated costs to purchase the font.
5.5 The Agency shall not be held responsible or be held liable for any breach of the font’s copyright owners’ Terms & Conditions by the Client and the Client indemnifies the Agency from any such breach of copyright. A copy of the Terms & Conditions relating to the fonts license and usage can be provided upon request.
6.1 On Screen
The Client acknowledges that the colours seen on screen may differ to any and all pages printed for proof-reading or presentation and indemnifies the Agency against such differences.
6.2 In Print
The Client should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g the Agency printer, the Client’s printer, the image setter, the monitor etc. will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc.) used, individual preferences (ambient light, personal computer settings etc.) and several other reasons. As a result of this the Agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the Client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘wet-proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as the Client accepts there may be inconsistencies across work produced, this step may not be necessary. The Agency does not accept any responsibility for colour variations as a result of these indeterminate factors.
7. WEBSITE HOSTING
7.1 The Client will be responsible for all hosting charges.
7.2 SquareSpace strive for 100% uptime and availability however should any unexpected outages occur SquareSpace strive to resolve the situation as quickly as possible.
8. WEBSITE BROWSER SUPPORT
8.1 The website will be built using Squarespace. Squarespace supports the most recent versions of most major desktop browsers and a subset of browsers for viewing on a mobile device. For the latest versions of supported browsers, please click on this link https://support.squarespace.com/hc/en-us/articles/205815548
8.2 Websites may render differently across browsers. If you notice discrepancies in how your site appears in different browsers (for example, how a block looks on Firefox vs. Internet Explorer), this is completely normal. We can't guarantee that every aspect of your site will display identically in every browser, because each browser is powered by different technology.
9.1 The Client agrees to indemnify the Agency and keep the Agency indemnified and hold the Agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided.
9.2 The Agency is not liable for any loss that may occur before, during or after the development of projects undertaken.
9.3 The Agency will not be held responsible for any delays, errors or losses arising from any third party.
The Agency promises that it will hold and maintain in strict confidence any confidential information that is provided (such as proprietary technical or business information), and will not disclose such information to any third party except as may be required by a court or governmental authority.
Unless agreed otherwise in writing, the Agency will assign ownership of copyright to the Client based on clauses 11.1 - 11.3. However, from time to time these rights may not apply and further fees may be requested to assign such rights, prior to full copyright and exclusivity ownership being assigned to the Client. This will be agreed in writing prior to work commencing.
11.1 Once all outstanding fees have been paid, copyright of the final website design will be assigned to the Client and you will be granted full and exclusive rights to use the final design globally in perpetuity.
11.2 Original copyright of all concepts, initial designs and layouts remain the property of the Agency and cannot be altered in any way without prior written permission of the Agency.
11.3 The Agency will be permitted to use any logo or branding designs, concepts and/or final website designs created for the Client for promotional purposes on the Agency’s company website, social media channels, portfolio’s or any other medium.
12. USAGE RIGHTS
12.1 Rights Before The Client Pays In Full.
1. The Client understands and agrees that until the Client has paid the Agency in full, the Agency owns full rights to each and every original design created for the Client under this Agreement. If the Client does not pay the Agency in full, the Client agrees that the Agency can complete, exhibit, use and sell the design(s) at the Agency’s sole and absolute discretion.
2. The Client also agrees that the Agency owns all of the concepts created before the Client selects the final design(s).
12.2 Rights After The Client Pay’s The Agency In Full.
1. The Agency understands and agrees that after the Client pays the Agency in full, the Client will own rights (as defined in this Agreement and within the rights included) to the final design(s) that the Client approves and the Agency created for the Client.
2. The Client understands and agrees that the Agency owns all of the concepts and preliminary designs created before the Client selects the final design(s).
3. The Client will receive rights for the final design(s) only.
4. The Client agrees that the Agency will retain the right to use the final design(s) and all preliminary designs in design competitions, publications on design, educational purposes and in marketing the Agency’s business (this includes both traditional print and digital media).
5. The Client will be solely responsible to make sure that the design(s) the Agency creates for the Client will be available for use in commerce and protectable under trademark law.
12.3 No Right To Make Changes.
1. The Client agrees that the Client may not make any changes or additions to the design(s) the Agency creates for the Client under this Agreement, without the Agency’s express written permission.
2. The Client may however, change the size (but not the aspect ratio) of the design(s) if required to make it smaller or larger for printing or display purposes. The Agency is available at any time to assist if advice on the correct processes are required.
12.4 Rights For Logo Designs.
If the work the Agency is doing for the Client includes the design of a logo, the Agency gives the Client the full rights to use the logo design created in any and all media without restrictions of any kind, except for as laid out in Clause 12.3.1 and 12.3.2.
12.5 Rights For Designs Other Than Logos.
For any non-logo design(s) that the Agency creates for the Client, the Agency gives the Client the same rights as included in Clause 12.4. Rights For Logo Designs.
13.1 All costs are supplied in writing either via a contract or written form prior to work starting.
13.2 All quotes remains valid for 30 days from date of presentation. Once approved in writing, this implies acceptance of the contract in its entirety, including associated costs and timings.
13.3 All costs must be accepted in writing before work can be started.
13.4 A non-refundable deposit of 50% is required prior to any work beginning.
13.5 Once a project is underway, the Agency will not add any additional costs unless agreed in writing with the Client.
13.6 The balance of all costs are due upon delivery of the project. Files will not be provided to the Client until final payment is received.
14. THIRD PARTY COSTS
In the instance where the Agency organizes printing, further discussions will be had to talk through best printing process for each element required. A cost for printing will be supplied to the Client by the Agency and will be signed off in writing by the Client prior to this work being undertaken.
15. REFUNDS AND CANCELLATION
15.1 The deposit is non-refundable.
15.2 Any projects cancelled once work has commenced, will be charged at the standard hourly rate for work completed to date, on top of the deposit already paid. The Agency will supply a breakdown of hours spent to confirm fees to be paid.
15.3 Where a client is under a Longterm Agreement, work may cease following written confirmation from the Client and fees will be incurred up until this time. The Agency will supply a breakdown of hours spent to confirm fees to be paid.
15.4 In either of the above situations, if the project work is incomplete, all designs and concepts in the the Client's possession is to be returned to the Agency and the Client no longer retains any rights over usage.
15.5 Furthermore, use of any designs, concepts and work done in connection with the project without the Agency’s consent will result in an additional fee of 100% of the total cost of the project.
15.6 Printing costs paid to The Agency are refundable only if printing error is determined to be the Agency’s fault. The Agency is not liable for damages incurred due to printing errors or problems from the files if full specifications from the Client’s printers were not provided or were incorrect/inaccurate, or if the Client supply the wrong files to the Agency’s printer.
15.7 In the circumstance where the Client cancels printing arranged by the Agency through its own agents, the Client is liable for 100% of the agreed costs.
15.8 Print Returns
- It is agreed that the Agency is not responsible or held liable for any errors contained in the final product after the final product has been approved by the Client, (approval may be given in writing), committed to print or posted in view of the public.
- The Agency will not be held responsible for and changes or amendment made after approval. It is the sole responsibility of the Client to notify the Agency of any such errors during the revision cycle and before the final files have been generated.
- In the event of a need to reprint due to errors in content, the client must inform the Agency within 3 days of product acceptance, and must return the product (at the cost of the Client) within 10 days of acceptance for assessment.
16. ENTIRE AGREEMENT
16.1 This Agreement constitutes the complete and exclusive agreement between the Client and the Agency concerning the work on all future projects between the two companies, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. Either party can modify this agreement in writing, if both the Client and the Agency agrees to and signs that modification.
16.2 The Client agrees that the Agency is an independent contractor and not the Client’s employee. Although the Client will provide general direction to the Agency, the Agency will determine, at the Agency’s sole discretion, the manner and ways in which the Agency will create the design(s) for the Client. The work created for the Client under this Agreement will not be deemed a “work-for-hire”. Whatever rights the Agency grants the Client are contained in this Agreement. By signing this agreement, the Client and the Agency agree:
1. To all of the terms and conditions of this Agreement.
2. That both party’s have the full authority to enter into this Agreement. The Agreement is effective as of the most recent date that appears below.
17. FORCE MAJEURE
17.1 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement caused by circumstances beyond their reasonable control (a “Force Majeure Event”).
17.2 The party claiming the Force Majeure Event shall promptly notify the other party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
17.3 If the party claiming the Force Majeure Event has complied with clause 17.2, its performance under this Agreement shall be suspended for the period that the Force Majeure Event continues and the party will have an extension of time for performance equal to such period. As regards the delay or stoppage arising from the Force Majeure Event:
1. Any costs arising from such delay or stoppage shall be borne by the party incurring those costs;
2. The party claiming the Force Majeure Event shall take all reasonable steps necessary to bring that event to a close or to find a solution by which its obligations under this Agreement may be performed despite the Force Majeure Event;
3. If the Force Majeure Event continues for more than 30 consecutive days, either party may terminate this Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination.
The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.
19. GOVERNING LAW AND JURISDICTION
19.1 This Agreement shall be governed by and construed in accordance with the law of England and Wales.
19.2 Each party agrees to submit to the non-exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with this Agreement or the legal relationship established by this Agreement.
20. DISPUTE RESOLUTION
20.1 If any claim or dispute arises under or in connection with this Agreement, the parties will attempt to settle such claim or dispute by negotiation.
20.2 If any claim or dispute cannot be settled by negotiation within 30 days after either party has made a written offer to the other party to negotiate a settlement to such claim or dispute, the Company shall consider resorting to court proceedings.
20.3 If the parties have not settled any claim or dispute by mediation within 42 days from the initiation of the mediation, the dispute shall be referred to and finally resolved by the Court in accordance with clause 20.
Updated March 2018