terms_and_conditions

Drawn in Digital Ltd: Terms and Conditions

This document is to be viewed by all involved parties as a binding & insoluble

contract in agreement to the terms stated below. By commissioning us to work on a

project, you authorise Drawn in Digital Ltd & its associated companies (hereafter

referred to as “Drawn in Digital”) to proceed with the creation of the product/service

as discussed with the Drawn in Digital and in accordance with the terms detailed

below.

Office Hours

Drawn in Digitalsʼ office hours are 9am – 5.30pm, Monday to Friday. Telephone calls

received out of hours will be diverted to our answering machine & dealt with on the

next working day. Where staff mobile telephone numbers are provided, we ask that you

exercise discretion when calling out of hours & only call in emergencies, as in some cases

these are also the staffʼs personal telephones. We appreciate your understanding.

Contacting Drawn in Digital

In order to deal more effectively with your queries, we ask that you put any questions to us

in writing. This system allows us to distribute questions to the appropriate departments, &

thereby respond to you, more efficiently. There are two ways to contact us: Email:

info@drawnindigital.com Post: Registered Address: 25-29 Harper Road, London Bridge,

London, SE1 6AW. Telephone: 0207 940 5002

Initial Meetings

Drawn in Digital provide all clients one initial meeting to discuss requirements, any

additional meetings will be charged at our hourly rate plus full expenses of travel to and

from the meeting venue.

Provision of Materials

You agree to provide us with the specific copy, images & information we require in order to

create your product, or to advise us as to where we can locate such materials. We accept

no responsibility for your site not being put live/product being completed by a specific date

if we are unable to secure necessary and/or suitable information and/or materials from

you. If you cannot supply the information you wish to feature in your product, we will do

what we can to obtain it, but we accept no responsibility for errors, omissions or

discrepancies which may be present on the final product, as these may arise through our

lack of specialist knowledge regarding the content of your product. The time taken to

compile the data, as well as any time required to correct errors, omissions or

discrepancies which have arisen through your not providing us with adequate materials,

will be charged to you at our standard rate. We accept no responsibility for the delay

caused in providing you with the final product as a result of your supplying us with

insufficient or unsuitable materials. This does not apply if the additional cost could have

been avoided but for unreasonable delay on the part of Drawn in Digital in ascertaining the

Copyright Drawn in Digital Ltd, 2012 2

Digital Agency 25-29 Harper Road,

London Bridge,

London, SE1 6AW

T +44 (0)207 940 5002

F +44(0)207 940 5089

info@drawnindigital.com

www.drawnindigital.com

unsuitability of the materials with which you provide us. Original copies should not be sent

to Drawn in Digital. Specific copy, images & information are not the responsibility of Drawn

in Digital to store. Materials supplied will be archived for a maximum of 6 months after

project completion. If specific copy, images & information are to be returned a request

must be made in writing when supplying specific copy, images & information. Where you

supply or specify materials, we will take every care to secure the best results in the

finished product, but we accept no responsibility for imperfect work caused by defects in or

unsuitability of materials so sup- plied or specified.

Quote for Provision of services

All projects will be given a written quote of the cost in advance of the project commencing.

The quote will be an estimate based on how long we expect the project to take, in terms of

hours or days. It will also include the expected cost of bought-in and/or subcontracted

goods and services. Unless we have agreed a fixed fee in advance, our work will be

charged out on an hourly/daily basis. The final cost of a project will sometimes vary from

the original quote supplied for a variety of reasons including;

Changes made by the client to the project that we deem to be significantly different from

the original brief.

The client delaying, defaulting, or otherwise significantly disrupting the project and its

agreed timescales.

Unexpected increases in our overheads or expenses.

Circumstances occurring that are not reasonably within our control.

We will advise you in writing if this occurs before charging further costs.

In connection with your project, we will charge you for any materials and services we buy

in from outside suppliers. For most bought-in goods or services, we will charge you at cost

plus a minimum 17.5 per cent handling fee. The same percentage will be applied to

incidental costs such as taxis and deliveries.

Print Specific Terms

Print Proof Agreement

If a Drawn in Digital representative has provided you with a proof, your signing this

agreement confirms that you agree to the design & contents of the printed document as

depicted on the proof. By signing this agreement, you absolve Drawn in Digital of all

liability for any errors, omissions or discrepancies which may be present on the proof.

Once you have signed this agreement & proof if supplied, you are not able to make any

changes to the final product, nor are you able to hold Drawn in Digital responsible for

anything you are unhappy with. This contract revokes your right to take any kind of action

against Drawn in Digital for any aspect of the work with which you are later dissatisfied.

Agreeing to this contract means that, as long as the finished product is as discussed with a

Drawn in Digital representative & consistent with the proof if supplied, you must pay in full

for the work. This fact applies whether or not you later take issue with any aspect of the

product. These terms are final & non-negotiable.

Making Changes After Proof Stage (Print Only)

If a change is requested, we will do everything we can to make the correction before the

printing starts, but we cannot guarantee this. We accept no responsibility, under any

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circumstances, for any mistakes present on the completed work, as the signing-off of a

proof absolves us of all liability (see “Proof Agreement” above). Once the proof is signed

off or agreed, whether verbally or via email, we incur a film/plate(s) charge & this is passed

on to you as part of the total charge (see “Price Breakdown”). Any changes made after a

proof is signed off will result in a further film/plate(s) charge.

Print Quality (Print Only)

Every effort will be made to obtain the best possible colour reproduction on customerʼs

work but because of the nature of the processes involved, Drawn in Digital cannot

guarantee an exact match in colour or texture between any materials with which you

supply us, & the printed article.

Quantity Supplied (Print Only)

Every effort is made to produce the exact quantity of items ordered. However, some

variation is inherent in the print process & so you accept that minor variations in quantity

are possible. These do not affect the price charged.

Claims (Print Only)

Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given

in writing to Drawn in Digital within three clear days of delivery (or, in the case of nondelivery,

within 28 days of dispatch of the goods) & any claim in respect thereof must be

made in writing to Drawn in Digital & the carrier within seven clear days of delivery (or, in

the case of non-delivery, within 42 days of dispatch). All other claims must be made in

writing to Drawn in Digital within 28 days of delivery. Drawn in Digital shall not be liable in

respect of any claim unless the aforementioned requirements have been complied with

except in any particular case where the customer proves that (i) it was not possible to

comply with the requirements & (ii) advice (where required) was given & the claim made

as soon as reasonably possible.

Standing Material (Print Only)

All materials (including but not limited to film, plates, negatives & positives) produced &

used by Drawn in Digital during the production process remain the property of Drawn in

Digital . Where these materials are provided by the client, they remain the property of the

client. Drawn in Digital reserves the right to dispose of lithographic work immediately after

the order is executed unless written arrangements are made to the contrary. In the latter

event, rent may be charged for the safe-keeping of the materials.

Payment Terms (Print)

New customers agree to pay a deposit of 50% of the final bill upon ordering, & to pay the

outstanding balance on delivery of the completed work. Existing customers agree to

adhere to the terms stated on the invoice. All deposit payments are non-refundable. You

must pay our invoices in full within 30 days of the invoice date. We may charge interest on

any arrears not paid after 30 days, at the rate of two per cent of the outstanding balance

each month until we have had payment in full.

Any VAT on our fees and other charges that is payable to us or to a third party, will be on

our invoices.

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Website’s & CGI Terms

Website Updates, Site Maintenance & CGI Changes

These are charged at £30 per hour (or part thereof). If you want to introduce new material

in the form of extra pages, additional functions, or more information than is already

available on your site, this must be paid for as a new job.

Hosting & Email Accounts

No clients or third parties will be granted FTP (File Transfer Protocol) access to our

servers or any of our affiliates. Where a site with or without CMS (Content Management

System) licence & functionality is purchased, hosting is charged from £100 plus VAT per

annum. One POP email account is provided, all additional email addresses will be

forwarded to this or another email address which must be provided by the client. Drawn in

Digital take no responsibility for any loss of business through non retrieval of emails,

bounced messages or undelivered electronic mail. Drawn in Digital take no responsibility

for the content of emails including attachments & viruses. Cancellation of any website will

result in the withdrawal of the hosting package immediately. All hosting packages are nonrefundable.

Should the client request that a domain name purchased by Drawn in Digital

on their behalf be transferred to another host, a release fee of £50 + VAT will be charged.

Website hosting will be renewed automatically as part of the initial contract, but a notice

period of not less than 14 days will be given at the time invoicing. Clients must cancel their

renewal in writing within this notice period, otherwise all charges will become payable &

cancellation will NOT be accepted after this date, as monies will have been paid by Drawn

in Digital on the clientʼs behalf.

Systems

Any systems, including eCommerce & Content Management System, provided to the client

remain the intellectual property of Drawn in Digital Ltd. & as such no access is given to the

source code or database schema. Systems cannot be transferred away from our provided

hosting solution. E-commerce/CMS systems will be provided as an empty shop/site, &

training will be given to the client(s) on using the system. A delay in the client populating

the e-shop/site will not be accepted as a reason for delayed payment as, once it is ready
x
to be populated & training has been given, Drawn in Digitalʼs work is done. Drawn in

Digital offers a service to populate the clientʼs shop site/CMS on their behalf, & prices are

available on request for this service. This does not include any photography, & where

clients feel unable to create their own imagery of products, a photographer must be

sought. Drawn in Digital are happy to recommend independent photographers where

necessary, but the contract will be between the client & said photographer. Additional

training & support packages are available, & again the prices for these services are

available on request.

Bespoke Systems

In the case of a bespoke solution (website), upon settlement of all outstanding monies due

to Drawn in Digital for the development/design of such solution, full copyright & title will

pass to the client.

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Warranty

Drawn in Digital guarantees all of its websiteʼs / bespoke software solutions provided to

clients insofar as any faults or bugs will be rectified within a reasonable period of time so

as not to interrupt the service provided by clients to their clients/users for an unacceptable

time. Any software provided by Drawn in Digital proving to be faulty or defective will be

repaired/replaced free of charge to the working standard equivalent to launch.

Website & CGI Proofs

Once a client has agreed a look & feel proof & instructed Drawn in Digital to proceed to

build, any subsequent changes in style or design requested by the client will be charged

for at the appropriate hourly rate.

Exceptions (Web)

We accept that certain details regarding your business, such as telephone numbers &

email addresses, sometimes change, & that the details placed in a proof are liable to

change. To this end we will amend smaller details such as these as part of our

construction package. This policy applies throughout your contract with Drawn in Digital: if

a minor detail needs to be amended, we are more than happy to do so, free of charge.

Larger changes, such as the creation of a new page or introduction of a new feature on

your site, or the sourcing/changing of images are not covered by this policy & must be paid

for.

Payment Terms (Web)

You agree to pay a deposit of 50% of the final bill immediately. When we have finished

building your site, we will put it live on our own server under a temporary name which we

will give you. After we have informed you of the siteʼs location on our server, you have 48

hours to view the site & ask for any amendments to be made. After the 48-hour viewing

period has elapsed, the invoice will be issued. Apart from minor alterations or transfers

onto other domain names – our work on the site is then complete. Once the bill is settled in

full, we will put the site live on its own domain name, or – if you have not yet selected one –

it will remain live on our server. If you possess your own domain name, we will initiate

whatever process is necessary to put the site live once the bill is settled. You are not

permitted to point your own domain name to the test site on the Drawn in Digital server. If

this is found to be the case, we reserve the right to remove the site from our server. All

deposits are non-refundable. All invoice payments are required within 30 days of invoice

receipt.

Copyright Drawn in Digital Ltd, 2012 6

General

Copyright

Unless negotiated & agreed in writing, the copyrights of general artwork, commissioned

artwork, illustrations, website design, programming & copy belong to Drawn in Digital. If

you supply us with material, it is your responsibility to obtain all necessary copyrights for its

use, & we assume that you possess these. In such cases, the copyright belongs to you. By

signing this agreement, you agree to indemnify Drawn in Digital from any claim which

arises regarding the use of material with which you supply us. We reserve the right to use

any artwork or printing we produce for the purposes of promoting our services unless you

request otherwise in writing.

Provision of Drawn in Digital files

Under no circumstances will Drawn in Digital provide our original files to our clients.

Original design files, including electronic files, hard copy files and print presses are the

sole property of Drawn in Digital Limited.

Quote Expiration

All quotes for work are valid for thirty (30) days, after which time all proposed work will

have to be re-quoted. We take no responsibility for a re-quoted price differing from an

original quote.

Illegal Matter

Drawn in Digital reserves the right not accept any matter deemed illegal, libelous or

offensive, or which may be an infringement of the proprietary or other rights of any third

party. This agreement indemnifies us in respect of any claims, costs & expenses arising

out of any libelous matter or any infringement of copyright, patent, design or of any other

proprietary or personal rights contained in any material printed for the customer. The

indemnity shall extend to any amounts paid on a lawyerʼs advice in settlement of any

claim.

Consequential Loss

Drawn in Digital accept no liability whatsoever for consequential or third party losses,

resulting in a delay in delivery howsoever caused.

Financial Loss

Drawn in Digital accept no liability whatsoever for financial loss or loss of earnings arising

from products or services provided by Drawn in Digital.

Force Majeure

Drawn in Digital accept no responsibility if we are unable to carry out any provision of the

contract for any reason beyond our control including (without limiting the foregoing) Act of

God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other

action taken by employees in contemplation or furtherance of a dispute or owing to any

inability to procure materials required for the performance of the contract. During the

continuance of such a contingency you may, by written notice to ourselves, elect to

Copyright Drawn in Digital Ltd, 2012 7

terminate the contract & pay for work done & materials used, but subject thereto shall

otherwise accept delivery when available.

Liability

Drawn in Digital shall not be liable for any loss to the customer arising from delay in transit

caused by circumstances beyond Drawn in Digitalʼs control.

Price Breakdown

The invoice we send you will be itemised, showing the cost of the design & research

process, as well as the production itself. Supplying us with suitable material will, therefore,

reduce the time spent on research and, thereby, the final charge. VAT is charged at the

current Customs & Excise rates & according to current regulations, irrespective of whether

or not it is included in a price quotation.

Jobs Put On Hold or Cancelled by the Client Jobs put on hold or cancelled by the client

during production will be invoiced at current stage & materials. This invoice must be paid in

full together with any VAT that falls due accordingly. Projects put on hold for an indefinite

amount of time maybe subject to charges.

Credit Terms

For invoices not settled within the agreed credit terms, we reserve the right to charge

interest on the overdue debt at 2% above the Natwest base rate at the time & an

administration fee to cover the debt recovery costs.

Insolvency

Any customer ceasing to pay their debts in the ordinary course of business or proving

unable to pay their debts as they become due or, being, a company, is deemed to be

unable to pay its debts, or has a winding-up petition issued against it or, being a person,

commits an act of bankruptcy or has a bankruptcy petition issued against it, Drawn in

Digital, without prejudice to other remedies, shall (i) have the right not to proceed further

with the contract or any other work for the customer & be entitled to charge for work

already carried out (whether completed or not) & materials purchased for the customer,

such charge to be an immediate debt due to it, & (ii) in respect of all unpaid debts due from

the customer, have a general lien on all goods & property in its possession (whether

worked on or not) & shall be entitled on the expiration of 14 daysʼ notice to dispose of such

goods or property in such manner & at such price as we think fit & to apply the proceeds

towards such debts.

Data Protection

Drawn in Digital agrees keep the confidential information of its clients confidential,

including all administration areas of websiteʼs & details of referrers & those who are

referred. All such data recorded by a website will be completely secure, & all information

will be treated as confidential in accordance with the Data Protection Act.

Cancellation of Contract

We have the right, by writing to you, to cancel any commitments we have made;

• If you break any of your obligations under this agreement,

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• If you substantially change or call a halt to a project while it is still in progress.

If you do break your obligations or if we cancel our commitments, you will immediately be

responsible for paying any fees and expenses resulting from us carrying out your

instructions up to the date of cancellation.

If you cancel a project, or place it on hold indefinitely, at any stage, we may invoice you in

full;

• for all the work we have done up to that point, at our usual hourly rate

• for any costs we face for outside supplies already ordered for the project.

If you call a halt to a project before it is finished, you have no copyright license or similar

rights in the work we have done so far. Nor can you make use of our work or exploit it in

any way.