In these Terms and Conditions “Us”, “We”, “Our” means EMELBI and “You” or “Your” means the client. “Supplier” means any party sub-contracted by EMELBI to fulfill any part of the contract (eg. printer, photographer, copywriter, fitter etc). Our standard Terms and Conditions (“T&Cs”) are set out below and form part of our contract. If You have any questions, or wish to discuss any of the terms, please Contact Us. These T&Cs prevail over any inconsistent terms or conditions in Your purchase order, confirmation of order or acceptance of Our proposal. The T&Cs apply to any contracts that We have with You (“our contract”) for the production of any work (“the Work”).
Our fees for the Work are set out in Our proposal (excluding any additional fees).
The fees set out in Our proposal will remain valid for one calendar month from the date of the quotation. You agree that any design amendments required by You once the designs have been approved will be charged at an additional hourly rate of £60 and We will discuss the additional fee with You before starting the amendment of the Work. If You change the specification of the Work after the Work has been started then You agree to pay for all of the additional work at an hourly rate of £60. The minimum fee payable for any job is £60.
In addition to those additional fees referred to above the following costs are not included in Our proposal and will need to be paid to Us as an additional fee unless otherwise stated in Our proposal:
• Expenses – mileage/travel, couriers, film development, purchase of specialist material (if required).
• Additional meetings beyond the initial consultation meeting – charged at £30 per person per hour.
• Print costs (unless stated otherwise).
• Hosting/domain registration costs (unless stated otherwise).
• Proofing undertaken by any external bureau (oversize proofs or proofs requested for colour matching purposes).
Unless otherwise stated in Our proposal You will pay Us 50% of the fee in Our proposal when You sign and agree to these T&Cs. You will then pay Us the remaining 50% on completion of the work. Final artwork files, launch of Your website, installations will only be delivered upon receipt of the full balance. All payments must be received in full in cleared funds within 30 days of the date of our final invoice. If You fail to pay we shall be entitled to charge interest at a rate of 8% above the base lending rate of the Bank Of England accruing on a daily basis until payment is made, whether before or after any judgment. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Where We are required to take steps to recover any monies outstanding You will be responsible for all costs and expenses (including legal costs on an indemnity basis) incurred by Us in connection with such recovery.
If You want Us to stop the Work then You must send Us notice of this in writing. You will be liable to pay for all of the Work undertaken and expenses incurred up to the date when notification is received by Us from You. We will also add an additional termination charge of 10% of the value of the original proposal for the Work.
Subject to the paragraphs on ‘Confidentiality’ and ‘Intellectual Property’ the contract for the Work to which these T&Cs apply shall terminate automatically on the completion of the Work, or on payment in full of all outstanding invoices whichever is later. Without prejudice to any other rights or remedies We may have against You under Our contract We may terminate Our contract without liability to You immediately on giving You notice if:
(a) You are in breach of any of the terms of Our contract; or
(b) an order is made or a resolution is passed for Your winding-up, or circumstances arise which entitle a court to make a winding-up order; or
(c) an order is made for the appointment of an administrator to manage Your offices, business and property, or documents are filed with the court for the appointment of an administrator, or notice of intention to appoint an administrator is given by You or a qualified floating charge holder; or
(d) a receiver is appointed over any of Your assets or business, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager over You, or if any other person takes possession of or sells Your assets; or
(e) You make any arrangement or composition with Your creditors, or You make an application to a court for the protection of Your creditors in any way; or
(f) You cease or threaten to cease to trade.
On termination of Our contract for any reason You must:
(a) pay Us all unpaid invoices and interest (if any) and in respect of Work done but not yet invoiced, We will submit an invoice to You which You will then pay immediately upon receipt;
(b) return all Work and Our other property to Us;
(c) return all copies of Work to Us in any media held by You or any other person.
You agree to indemnify Us for all of Our losses, costs, claims and expenses arising out of or in connection with Your breach of the contract between us which incorporates these T&Cs. Our liability to You (in the case of loss or damage other than death or personal injury) for any breach of the contract between us which incorporates these T&Cs is limited to the value of payment received under the Contract up to the point of breach and shall be no more than the invoice value of the Work. We shall not be liable to You for any consequential or indirect loss which You may incur as a result of Our breach of contract. You agree that it is Your sole responsibility to register, where registrable, any trademark or logo or design work arising from the Work and You agree that We shall not be liable to You for any losses that You incur arising from Your failing to protect any or all of Your intellectual property rights in the Work. We are not liable for any delays in design and production, or associated costs caused by lateness of provision of content or approval by You. We are not liable for any delays in installation caused by the late completion of any architectural, decoration, M&E or building works. We are not liable for the costs of repairing, resupplying or re-installing any item damaged by You or Your contractors before, during or after installation. You agree that any items made by, or installed by You are Your sole responsibility. Any product We provide is for use as intended and We are not liable for any loss or damage incurred through use otherwise than as intended.
EMELBI can buy print on Your behalf, to a maximum value of £500. We charge a print arrangement fee of £100.00 This fee includes specifying papers and finishing, obtaining print quotes from the most suitable printers, placing orders and arranging proofs and delivery. If you are unsatisfied with the quality of the print, We will ensure that the Supplier reprints or resupplies any faulty goods. If You are still unsatisfied with the quality, the print portion of the fee will be refunded. There is likely to be some slight colour variation due to different print processes, stocks and printers used. Slight colour variation is not a fault and will not constitute reason to reprint. Every endeavour will be made to deliver the correct printed quantity ordered, but estimates are conditional upon margins of 5%. EMELBI reserves the right to change/alter ordered amounts in Your best interest.
You agree that any images that are required for the purposes of the Work will be provided by You and You confirm that all necessary consents have been obtained. If You require Us to source any such images from our standard image libraries, We will provide a quotation based on your requirements. We will inform You of any fees before purchasing images. Images purchased by Us are subject to image licensing laws and are licensed to EMELBI only. They cannot legally be given to You for use in literature not designed by Us. We can use images We purchase on any other work We design, but if You require ownership of the license, You must purchase the images and supply them to Us. In this instance, We will charge for Our image search fee by the hour @ £60 per hour charged to the nearest 15 mins (to search and provide lightboxes for the client to select and download). We include a search fee in Our image fees (above), so You will not be charged this image search fee if we purchase the images. If bespoke photography or illustrations are required for the purposes of the Work that We are carrying out for You then this requirement must be discussed with Us and there will be an additional charge for such photography and/or illustrations.
Where Proofing is required, Proofing of the Work will normally be by PDF sent via email, Dropbox or Google Drive link. If hard copy proofs are required there will be an additional charge. We will supply You a quotation for hard copy proofs on request. You accept that there will be at least a 2-3 working day turn around period on proofs sent to third parties. You accept that the inkjet proofs and PDFs are for reference only and are not entirely accurate. We will have no liability in respect of the accuracy of colour of such inkjet proofs or PDFs. Artwork must be signed off by You before we will send it to print. We, or the Supplier are not liable for any errors that are found in content or print that has been signed off by You, either at the design proof stage, or at the printer’s proof stage. We are not liable for any delays or costs caused by any subsequent reprint, or resupply of print.
For those websites which have been built (or part-built) upon the WordPress platform, please be aware that WordPress makes irregular updates to its platform. These updates are sporadic in nature, however, We estimate that these updates may occur between 3 – 6 times per year. The more functionality a WordPress site has the more time is needed to make updates to that website. You are responsible for the upkeep and installation of all updates to the WordPress platform unless an alternative arrangement had been agreed in Our proposal of Work. Please note, EMELBI cannot be held responsible or liable for any functionality failure caused directly by an update to the WordPress platform or any updates to any of the third party plug-ins which have been installed and used on the WordPress platform.
Website hosting runs annually and will be paid in advance unless otherwise stated in Our proposal or arrangements have been made with You to take responsibility for any or all hosting requirements with any third party Supplier. An invoice will be sent automatically at the time of renewal. Should You not wish for EMELBI to renew the hosting service, we request a notice period of one month in advance of cessation along with details to where you would like the web files sent. If We do not receive such a request, it will be assumed that You do wish the web hosting to be renewed and are in agreement with the terms for the following year. Should EMELBI be informed after this months notice period, EMELBI cannot be held liable for any delays caused in the transfer of hosting of Your website to another server.
Unless otherwise agreed in writing, all copyright and related rights, rights in design, moral rights and any other intellectual property rights in each case whether registered or unregistered in any part of the world relating to the Work shall be owned by Us until You have paid all sums due to Us for any Work undertaken by Us for You whereupon We hereby confirm that all such intellectual property shall be assigned to You in respect of all completed Work (unless otherwise stated in Our proposal) subject to Us retaining the right to use the Work or any part of it for self-promotion purposes including but not limited to, leaflets, brochures, exhibitions, print sales, internet advertising, photographic contests, public display such as in art or photography books, store fronts, window displays, studio display, television advertising, magazine advertising and other commercial purposes. Any work forming part of the design process in respect of the Work but not selected by You will remain the property of EMELBI. Intellectual property rights shall not be assigned to You and shall not be owned by You in respect of any Work that is cancelled, discontinued or found unsatisfactory which must not then be used by You or any other third party without a licence from Us. You warrant to Us that in respect of any content which You have provided to Us any intellectual property rights in such content is owned by You or if owned by a third party, You have obtained any necessary licence or consent to use such content and that in the event of any claim for breach of intellectual property rights belonging to a third party You agree to indemnify Us against all costs, expenses and liabilities we may incur. You must not disclose any of the Work to any third party without Our prior written agreement until the Work has been paid for in full.
Up until completion of the Work You shall keep in strict confidence all aspects of the Work which are of a confidential nature including any material which attracts any intellectual property rights and You will restrict disclosure of the works or correspondence to any third party unless otherwise agreed in writing by Us prior to disclosure.
You acknowledge and agree that details of Your name and address and payment record may be submitted to a credit reference agency, and that We will process personal data in connection with our contract.
Your Personal Property
We will use reasonable endeavours to keep safe any personal property of Yours that We hold but this cannot be guaranteed and You agree that We are not liable to You for any loss or damage to Your personal property.
We will use reasonable endeavours to finish the Work by Your preferred finish date but this cannot be guaranteed and any finish date given to You is only an unenforceable estimated date.
Events out of Our Control
We shall not be liable to You under our contract if We are prevented from or delayed in performing Our obligations under Our contract or from carrying on Our business by any acts, events, omissions or accidents beyond Our reasonable control, including act of God, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, illness, fire, flood, storm, or default of Our Suppliers.
For a period of thirty one ( 31 ) days beginning on final delivery of the Work as outlined in Our proposal and terminating thirty one ( 31 ) days later, EMELBI warrants that each Deliverable component and part of the Work as outlined in Our proposal shall function to the highest of standards and perform properly in all material respects. If a Deliverable does not conform to the functionality as required in any respect, and if You notify Us of the nonconformity, We will provide Corrections to the Deliverable within the time period reasonably requested by You. This warranty is exclusive, and is in lieu of all other warranties, whether statutory, express or implied.
The warranty provided above will not apply to any errors, defects or nonconformities due to: (i) Your misuse of any Deliverable; (ii) Your modification of any Deliverable.
All Services to be provided outlined in the proposal or purchase order will be performed in a diligent, professional, and workmanlike manner in good faith and according to Good Industry Practices. The Services provided outlined in the proposal or purchase order shall be warranted for a period of thirty one ( 31 ) days following the satisfactory completion of all agreed work and subsequent payment of work.
(a) No variation of the terms of Our contract shall be valid unless it is in writing and signed by each of us.
(b) A waiver of any right is only effective if it is in writing.
(c) Rights arising under Our contract are cumulative and do not exclude rights provided by law.
(d) If any provision of Our contract is found by any court to be invalid, unenforceable or illegal, the other provisions will remain in force and any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
(e) We both agree that in entering into Our contract neither of us shall seek to rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) relating to the subject matter of Our contract other than as expressly set out in Our contract.
(f) We may assign, transfer or sub-contract all or any of Our rights and obligations under Our contract.
(g) Nothing in Our contract is intended to, or shall operate to, create a partnership between us or any relationship of agency.
(h) Our contract is made for our benefit only and those of our successors and permitted assigns and is not intended to benefit or be enforceable by anyone else.
(i) Any notice given by either of us shall be in writing and sent to the last known address of the other and shall either be delivered personally or by pre-paid, recorded delivery, first class post. A notice is deemed to have been received, if delivered personally, at the time of delivery and in the case of pre-paid, recorded delivery, first class post, 48 hours from the date of posting. To prove service, it is sufficient to show, in the case of post, that the envelope containing the notice was properly addressed and posted.
(j) Our contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales and we each agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with Our contract and its subject matter.