Terms and Conditions of Trade

1. Our contract with you
1.1.    Please find set out below the terms and conditions upon which Accent Advertising & Design Consultants Limited (we/us/our) will provide graphic design, web design and/or marketing services to you.  These Terms apply to the exclusion of any other terms you may seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
1.2.    In these Terms when the following words have a capital letter they will have the following meanings:-
1.2.1.    Deliverables: the deliverables set out in the Order;
1.2.2.    Order: your order for the Services;
1.2.3.    Services: the services that we are providing to you as set out in the Order;
1.2.4.    Terms: the terms and conditions set out in this document.
1.3.    Please read these Terms carefully and check that the details in your Order and in the Terms are complete and accurate.  If you think there is a mistake or require any changes, please contact us to discuss.  We will confirm any changes in writing to avoid any confusion between you and us.
1.4.    When you submit your Order to us this does not mean that we have accepted your order for Services.  Our acceptance will take place when we contact you to confirm we are able to provide the Services, at which point a contract will come into existence between you and us upon these Terms.
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2. About us
2.1.    We are a limited company registered in England and Wales under company number 02065083 and have our registered office at 1st Floor, 8 Christina Street, Swansea SA1 4EW. Our VAT number is 779 2483 76.
2.2.    You can contact us by telephoning us on 01792 774939 or by e-mailing us at studio@accent-adc.co.uk.
2.3.    If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to the trading address set out above. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.

3. Our obligations and rights
3.1.    We will supply the Services, in all material respects, in accordance with the Order.
3.2.    The Services will be carried out using reasonable skill and care.
3.3.    We will use reasonable endeavours to meet any performance dates either specified in the Order or later agreed between us in writing, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4.    We reserve the right to make any changes to the Services which are necessary to comply with any applicable laws or which do not materially affect the nature or quality of the Services and we will notify you of such changes.
3.5.    We may include the statement “Designed by Accent Advertising & Design Consultancy Limited” on the home page of any website designed and developed by us as part of the Services.

4. Your obligations
4.1.    You shall cooperate with us in all matters relating to the Services.
4.2.    You will provide us with clear, timely and accurate instructions.
4.3.    We will need from you certain information and documentation to enable us to carry out the Services.  Any information and/or documentation requested should be complete and accurate and should be provided within the timescales requested.
4.4.    Unless we have agreed to obtain the same on your behalf, you will be responsible for obtaining all necessary approvals, licences, consents or permissions (including but not limited to any right to use copyrighted materials)  to enable us to carry out the Services and you will comply at all times with such approvals, licences, consents or permissions.
4.5.    You will ensure that any content you supply to be incorporated in the Services does not infringe any applicable laws or regulations or third party rights and is not deemed indecent, obscene, discriminatory or offensive in any way.  We reserve the right to refuse to incorporate any such content in the Services.
4.6.    You acknowledge that where the Services include the development and subsequent updating of your website, we have no control over the content placed on the website by visitors.  We are not responsible for monitoring the website.  We do however reserve the right to remove any content from the site which we (acting reasonably) deem to be inappropriate content and which could cause offence.
4.7.    Please note that if our performance of the Services is delayed or prevented by an act or omission on your part (or that of your officers, employees, agents or contractors) or any failure to comply with your obligations (Default):-
4.7.1.    we may, without limiting our other rights and remedies, suspend performance of the Services until such time as the Default is remedied;
4.7.2.    we will not be liable for any costs, charges or losses you incur or sustain;
4.7.3.    you shall reimburse us on written request for any costs or losses we sustain or incur arising from your Default.

5. Charges and Payment
5.1.    Our Charges for carrying out the Services are set out in the Order (Charges).
5.2.    Our Charges are exclusive of VAT which will be added at the rate applicable at the time.
5.3.    You should pay all sums due within 14 days of the date of our invoice, unless otherwise agreed in writing. A 30 day credit period may be extended to Clients with a proven record of timely payments.
5.4.    Payment must be made in full without deduction, set off or counterclaim.
5.5.    If you do not make any payment due to us by the due date for payment we may (without affecting any of our other rights and remedies):-
5.5.1.    suspend the Services with immediate effect until you have paid us the outstanding amount; and/or
5.5.2.    charge interest to you on the overdue amount at the rate of 8% a year above the Bank of England base rate.  This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
5.6.    We (without limiting our rights) may offset any sums owed by us to you from any amounts that are payable by us to you.
5.7.    On occasions we may engage the services of a debt collection agency to collect overdue amounts owed to us. You agree that we may pass your details to such agency for the purpose of collecting in the monies owed to us by you.  Should it be necessary for us to engage the services of a debt collection agency to collect monies owed by you to us, you will be liable to pay any costs we may incur with such agency.
5.8.    Upon receipt of invoice, you have 14 days from the tax date to raise any queries. After this period, we will assume you have accepted our terms and the amount due.
5.9.    Websites are charged in 2 parts. 50% on approval of design, payable immediately. 50% is invoiced after the build stage when the site is complete and payable within 14 days according to our standard terms, unless otherwise agreed in writing. Upon site completion, you have 14 days to inform us of any errors, snags or other issues. Failure to do so within 14 days will result in any issues being resolved only after full payment has been received.
5.10.    Web hosting and domain name renewal reminders are sent 30 days prior to the renewal date. Payment must be made before the renewal date to avoid suspension or permanent loss of services and domain names. If payment is late, statutory interest will be charged at 8% plus the Bank of England base rate. In some cases, services may not be recoverable.

6. Changes to the Services
6.1.    If you require a change to the Services, please provide us with details of the requested change in writing.  We will use all reasonable endeavours to accommodate your change.  Upon receipt of your request, we will advise you of any impact of the proposed changes upon any agreed timescales, any necessary variations to our Charges and any other impact upon these Terms.  No change will be implemented until such time as you and we have agreed the necessary changes to the Services and any additional Charges payable.

7. Intellectual Property Rights
7.1.    All patents, rights to invention, copyright, design rights or any other intellectual property rights (Intellectual Property Rights) in or arising out of the carrying out of the Services by us shall belong to us.
7.2.    Subject to payment of our Charges, we will grant you a non-exclusive licence to use such Intellectual Property Rights for the purpose of using the Services.
7.3.    You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.
7.4.    Where you require us in carrying out the Services to use any third party Intellectual Property Rights you will be responsible for obtaining any licence or consents required to enable us to use such Intellectual Property Rights.  You will reimburse us any damages, losses, costs or expenses if our use of such Intellectual Property Rights in accordance with these Terms is deemed to breach the rights of any third party.

8. Our liability
8.1.    If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable.  Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this contract.
8.2.    We do not exclude or limit in any way our liability for:
8.2.1.    death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
8.2.2.    fraud or fraudulent misrepresentation;
8.2.3.    breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
8.2.4.    breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
8.2.5.    defective products under the Consumer Protection Act 1987.
8.3.    Our total liability to you in respect of all losses arising under or in connection with this contract whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed our Charges.

9. Events outside our control
9.1    We will not have any liability to you if we are prevented from or delayed in the performance of our obligations under this contract by acts, events, omissions, or accidents beyond our control including but not limited to strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, accident, fire, flood or storm, malicious damage or compliance with any law, government order, rule, regulation or direction.

10. Confidentiality
10.1.    Each party will keep confidential all technical and commercial knowhow and any other information relating to the business of the disclosing party which may be disclosed in the performance of the Services and shall not use the same except for the purpose of exercising or performing respective rights and obligations under these terms. The receiving party will restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know for the purpose of discharging its obligations under this contract and shall ensure such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which are binding on the receiving party.  Nothing shall prevent either party disclosing information as may be required by law, court order, government or regulatory authority.

11. Termination
11.1.    Without limiting its other rights or remedies, you or we may terminate this contract with immediate effect by giving written notice to the other party if:-
11.1.1.    the other party commits a material breach of these Terms and (if such breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or
11.1.2.    the other party goes into liquidation (other than for the purpose of a solvent reorganisation) becomes insolvent or makes an arrangement with creditors or has any form of distress executed or levied against its assets, or is subject to a bankruptcy petition or order or if a receiver or administrator is appointed in respect of the other party or any of its assets.

12. Consequences of Termination
12.1.    Termination of this contract shall be without prejudice to any rights or liabilities accrued at the date of termination.
12.2.    On termination of this contract you will immediately pay all outstanding invoices and interest and in respect of Services supplied, but for which no invoice has been raised, we shall submit an invoice for all charges then due which you will pay immediately upon receipt.
12.3.    Termination will not affect the provisions of clauses 7 (intellectual property rights), 8 (limitation on liability), 11 (confidentiality) which shall remain in full force and effect.

13. Other important terms
13.1.    We may transfer or subcontract our rights and obligations under these Terms to another person or organisation, but this will not affect your rights or our obligations under these terms.
13.2.    Save as permitted under these Terms, no variation to these Terms shall be valid unless agreed in writing by us.
13.3.    You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
13.4.    This contract is between you and us. No other person shall have any rights to enforce any of its Terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
13.5.    Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.6.    If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.7.    This contract is governed by English and Welsh law. you and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

 

Website Terms & Conditions
These terms and conditions are additional to our standard T’s and C’s, and specifically apply to the design, build and maintenance of websites.

Extra charges will be applied to the cost of your website if the following services have been requested / added and were not included in your original quotation / estimate. Including but not limited to:

• Registration and / or transfer of domains.
• News / events / testimonials / search facility.
• Social media setup and integration.
• Upload data / content for more than 5 pages.
• Photo / image enhancements, cropping, resizing, editing.
• Copywriting and re-writing.
• Additional 301 redirects.
• Bilingual or multi lingual functionality.
• Design changes made during build stage after the design has been approved.
• Payment gateways additional to Paypal / Sagepay.
• E-commerce add ons such as offers, product recommendations, star ratings etc.
• Upgrade to dedicated server: added security and reduced downtime for sites receiving large volumes of traffic – £480.00 per year.

Ongoing Maintenance
Maintenance covers everything including but not limited to email management, over the phone technical support, set up devices, consultation, training, design, content upload, image edits etc.

• Minimum charge £45.00
• £45 per hour if there is no maintenance contract in place.

Payment
Websites are charged in 2 parts. 50% on approval of design, payable immediately. 50% is invoiced after the build stage when the site is complete and payable within 14 days according to our standard terms, unless otherwise agreed in writing. Upon site completion, you have 14 days to inform us of any errors, snags or other issues. Failure to do so within 14 days will result in any issues being resolved only after full payment has been received.

Web hosting and domain name renewal reminders are sent 30 days prior to the renewal date. Payment must be made before the renewal date to avoid suspension or permanent loss of services and domain names. If payment is late, statutory interest will be charged at 8% plus the Bank of England base rate. In some cases, services may not be recoverable.