These are the Standard Terms & Conditions referred to in the communications between Custel Design Ltd, who is trading as Custel Design and the Client
1. Definition of Terms
- We, Us, Our - The company Custel Design Ltd with company number 07849611, trading as ‘Custel Design’.
- You, Your - The entity or client that enters into a Contract with Custel Design Ltd.
- Contract - A legally binding agreement, which is subject to these terms & conditions, allowing Us to provide Services to You.
- Project, Service(s) - The subject matter of the Contract between You and Us, which includes work and services agreed to be performed by Us for You.
- Open Source Software - Software which is freely available under a license but which may be legally modified, copied and transmitted.
- Domain Name - The root address of a website (e.g. webaddress.co.uk). All such names must be registered with the appropriate naming authority.
- Hosting - The act of making the website available to view over a network. This can also include the act of making the E-mail Service available.
2.1) Variations to These Terms & Conditions
Your Contract will be on these terms & conditions and to the exclusion of all other terms or conditions. Any variations to these terms & conditions shall have no effect unless expressly agreed in writing.
2.2) Headings for Convenience
In these terms & conditions, headings are provided for convenience only. Headings will not affect the construction or interpretation of these terms & conditions.
2.3) Who Can Benefit from Our Services
We provide Services to UK businesses and residents only.
2.4) How We Work
We carry out work as an independent contractor to provide Services, and do not carry out work on a ‘work for hire’ basis.
2.5) Your Privacy is Important
Any details You provide to Us will be taken as Your consent for Us to record, hold, maintain and use those details in accordance with Our privacy & cookies policy, which is available at https://www.custeldesign.co.uk/resources/privacy-and-cookies-policy/ and accessible from the homepage of Our website.
2.6) Accuracy of Information You Provide
We will use information You supply, to provide You with Services that meet Your requirements, therefore, You agree that all information You provide is true and accurate.
2.7) Contract Formation
A legally binding Contract assumes that You have fully read, understood, accepted and agreed these terms & conditions and any associated documentation. A legally binding Contract will be formed from the moment any of the following 2 actions have happened:
- We provide You with a Contract or other information or documentation such as a quotation or estimate detailing the Services We are offering and You accept the offer as per the acceptance instructions in the Contract or other instructions We provide in Our communication.
- You pay any deposit or upfront fee requested as per the instructions We provide in Our communication.
2.8) Survival of Contract
Where one or more terms or conditions are held to be void or unenforceable, all other terms or conditions will remain valid and enforceable by law.
2.9) Reassignment or Transfer of the Contract
You may not reassign or transfer the Contract or any part of it to a third party without Our written agreement.
2.10) Duration of an Offer
Offers are valid for a period of 30 days from the date issued unless stated otherwise, and are not legally binding until a Contract has been formed. If a Contract has not been formed within the valid offer period, the offer will be deemed to have expired.
This Contract shall be governed by the law of England and Wales, for any legal action or claim arising from the Contract between You and Us. You agree that for purposes of venue, this Contract was entered into in Derby, England and any dispute will take place through the courts of Derby wherever possible.
2.12) What is Not Automatically Included
Unless otherwise stated in the contract or agreed in writing, We will not include the following. If You or Your project requires these, they may delay the project and attract additional fees.
- Purchase or setup of E-mail accounts, domain name(s) IP addresses, or hosting.
- Hosting or email support (this should be provided by your hosting provider).
- Purchase of an SSL certificate (this can normally be purchased from your hosting company).
- Integrating website with statistics monitoring software.
- Writing copy or producing content.
- Any developments in a foreign language (i.e. Non-English language).
- Scanning of any image(s) or copy and converting copy into electronic text format.
- Checking Your supplied copy for errors, mistakes and grammar.
- Adding product items to the website.
- Design or development for non-standards compliant web browsers such as Internet Explorer 6.
- Creation and installation of any forms on the website.
- Restoration of any image(s).
- Face to face meetings.
- Travel expenses
- Printing or postal delivery of any designs.
- Inclusion of spot colours into a design.
- Creation or supply of designs in un-agreed formats such as Microsoft Word and Microsoft Publisher.
3.1) Deposit and Fee Payable
- We normally require a minimum 50% deposit of the agreed fee before We begin any work.
- The remaining fee plus any additional outstanding amounts (e.g. the cost of additional requirements not originally agreed in the Contract and yet to be paid) will become due when the Services have been approved, subject to the terms of clause ‘6.7 Approval of Services’ and the terms of clause ‘6.8 Rejected Services’.
3.2) Immediate Charges
We reserve the right to charge the full amount with payment required immediately for certain Services and parts of Services before they are provided to You, for example the cost of licensing software, proofs, Hosting relocation and physical delivery.
3.3) Price Changes
We reserve the right to change Our prices at anytime without notice before a Contract is formed. If a Contract is formed before any price changes, the price changes will not affect You, except in instances where Your requirements change after any price changes.
3.4) Correction of Errors
Errors (both technical and typographical) attributable to Us will be corrected free of charge, but We reserve the right to charge extra for the correction of errors for which We are not responsible, including, but not limited to malicious modification of the Services by a third party and errors contained in materials You provide.
3.5) Face to Face Meetings
Face to face meetings should not be necessary as We normally communicate through E-mail and telephone. If You require an on-site face to face meeting, We will normally charge a fee for this and require full and immediate payment before any such meeting.
3.6) Copies of Work on External Media
Any copies of work required on external media such as CD and DVD may incur an extra charge.
3.7) Charges for Open Source Software
You will not be charged for Open Source Software. Where there is a charge for Services which involve Open Source Software, You are paying for the expertise and time taken to modify, install or setup this software, not the software itself.
4.1) Minimum System Requirements
We will not accept responsibility if You purchase unsuitable Hosting and related products through a third party. You agree to check the minimum system requirements with Us to run the website and related Services before any such purchase.
4.2) Domain Name Ownership
If We are to register a Domain Name on Your behalf, You warrant that this Domain Name is not the intellectual property of a third party. You will be the legal owner of the Domain Name even if We register it and as such indemnify and hold Us harmless against any costs and claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party.
4.3) Hosting and Domain Name Setup or Relocation
- The setup or relocation of Your Hosting or Domain Name normally takes up to 48 hours to take effect and in some cases longer. You agree to backup important information and content such as E-mails before We carry out such work as We cannot be held responsible for any losses. If We request Your user ID and password for the setup or relocation of Your Hosting or Domain Name, You agree to promptly provide this information, which You can change after We have carried out the work.
- If You require Us to relocate Your Hosting or Domain Name from one party to another, an upfront administration fee will be payable immediately before We carry out this work.
4.4) Hosting or Domain Name Renewal
Where Hosting or a Domain Name is purchased by You through a company other than Us, You have full responsibility for making sure that the Hosting or Domain Name is renewed, fit for purpose and setup correctly.
5. Support & Training
5.1) Support for Third Party Products
We do not to provide support for any third party products. You should contact the supplier or manufacturer of these products for support.
5.2) After Sales Support
- All support enquiries are initially handled via E-mail, and telephone conversations may be arranged afterwards if required.
- We reserve the right not to provide support for Services damaged by misuse, tampering, unauthorised modification of source files, or unauthorised work carried out by a party other than Us.
- Support relating to tweaks, amendments, changes and maintenance after the Services are complete will normally be charged for.
- We normally answer all support enquiries within 24 hours during office hours.
5.3) Training and Tips
- All training will be limited to what is agreed in the Contract. Any additional training will not be provided without a separate ‘training contract’ and payment of an additional fee.
- On-site training at Your place of business, which relates to certain parts of the Services such as a content management system website, will not be provided without a separate ‘training contract’ and payment of an additional fee.
6. Completion of Services and Payment
6.1) Completion of Services
We warrant to carry out the necessary work to complete the Services in accordance with these terms & conditions to the specifications agreed in the Contract. We will not charge more than the agreed fee subject to the terms of clause ‘6.5) Changes to Your requirements during the Project’. We will not undertake changes to the specifications of the Services which would increase the fee, without Your prior written consent.
6.2) Service Completion Date
Any completion date We provide is at best an estimate and not a guarantee. We will work hard to complete Services by the completion date, but We cannot be held responsible if Services are not completed by the completion date. Reasons why We cannot complete Services by the completion date may include, You fail to provide materials on time, You fail to pay fees on time, You fail to approve work on time, Your requirements change, You have additional changes or requirements and events or factors beyond Our control take place.
6.3) Supply of Materials
- You are to supply all materials (such materials may include, but are not limited to, images, written-copy, font files, video, sound and logos) and information required for Us to complete the Services subject to the terms of clause ‘5.2) Materials that You supply to Us’.
- All text content must be provided in an electronic format such as plain text. Any text that needs to be scanned in or needs to be typed into an electronic format may not be accepted or will attract an additional fee.
- Logos should be provided in a vector format, if they are not, there may be an extra charge to re-draw the logo you provide into a suitable vector format.
- Visual materials such as photographs, images or graphics that You supply should be at least 300ppi (pixels per inch) (especially when they are to be printed) and supplied in a suitable file format such as JPEG, PSD, Bitmap, GIF or PNG or the printed output is likely to be low in quality for which We will not accept responsibility.
- Where You fail to supply materials or suitable materials on time, You accept that Services may not be completed by the completion date.
6.4) Content Responsibility
You are responsible for writing, inputting and editing any content for the website. We will not write or produce any written-copy or content on Your behalf, unless otherwise agreed in writing.
6.5) Changes to Your Requirements During the Project
If after a Contract is formed, Your requirements change (e.g. You require additional pages, You have additional requirements or Your requirements go beyond what is specified in the Contract), these changes can only be made after You notify Us of the required changes in writing and We agree in writing to make those changes. Agreement of changes between You and Us will become a part of the Contract. These changes may cause a delay and the Services may not be completed by the completion date. We will consider this as additional work and will therefore attract an additional fee subject to the terms of clause ‘6.6) Additional Work and Revisions’.
6.6) Additional Work and Revisions
- Additional work or revisions that you require will be charged for additionally as highlighted in the Contract or other information or documentation such as a quotation or estimate We provide to You.
- Any unused revision time which is included as part of the total fee in the quotation or estimate is non-transferable, meaning that it cannot be transferred from one project to another project.
6.7) Approval of Services
- At intermediate stages and final stage of the Project, You will be notified in writing and have the opportunity to review the Services. You must notify Us, in writing, of any unsatisfactory points or approve the Services within 7 days of the date the Services are made available to You (this is called the ‘7 day review period’).
- If You require Us to carry out work, which means We have to go back over a stage which You have previously approved, then this is likely to cause a delay and the Services may not be completed by the completion date. We will consider this as additional work and will therefore attract an additional fee subject to the terms of clause '6.6) Additional Work and Revisions'.
- Any Services which have not been reported in writing to Us as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, Services cannot subsequently be rejected, and in the case of an intermediate stage We reserve the right to move on to the next stage, or in the case of the final stage the remaining fee under clause ‘3.1 Deposit and fee payable’ will become due before We provide You with the Services (e.g. Setup and installation of the website on the server or providing the final logo design file or print ready files and licences).
- Once Your obligations have been completed subject to the terms of clause ‘3.1 Deposit and fee payable’, the Services under the Contract will be deemed to have been completed and any new requirements or work to be carried out will normally require a new Contract to be formed.
6.8) Rejected Services
If You reject the Services within the 7 day review period or reject subsequent work performed by Us to rectify any points reported by You as unsatisfactory 5 times or more, and We consider that You are unreasonable in Your repeated rejection, We may terminate the Contract, and We reserve the right to take any legal measures to recover both payment for any completed work relating to the Services and any expenses incurred in recovering payment.
Upon completion of the 7 day review period for the final stage of the Project, We will invoice You for the balancing payment plus any additional fees incurred in accordance with clause ‘3.1 Deposit and fee payable’, which is to be paid by You within 14 days of the date that the invoice is issued or within the timeframe stated on the invoice.
6.10) Remedies for Late Payment
If payment is overdue, We reserve the right to suspend any work on Services, until such time that full payment of the outstanding balance has been received, and If full payment has still not been received within 21 days after the due date, We reserve the right to completely replace, modify, delete and remove the Services and revoke any related licences, without removing Your obligation to pay any outstanding amounts owed. In case collection of the outstanding amounts proves necessary, You agree to pay all costs incurred by that process.
6.11) Delivery of Physical Goods
- We only deliver to addresses within mainland UK.
- Every effort will be made to deliver physical goods on time, but any delivery date provided is at best an estimate and no liability is accepted for any loss arising from delay or error in the delivery.
- You must examine all goods delivered at the time of delivery. If goods arrive damaged, You must notify Us on the day of taking delivery or We will not be liable for any losses.
7. Intellectual Property
7.1) Quotations, Estimates and Information is to Be Kept Secret
Quotations, Estimates and Information We provide to You must be treated as trade secrets and remain Our property. Such Quotations, Estimates and Information must not be passed to third parties or publicly distributed in any way.
7.2) Materials You Supply
For any materials (e.g. content, written-copy, graphics, images, logos, names and trademarks) You supply to Us for use in the Services, We will assume that You own all the intellectual property rights or have obtained all the necessary licences and permissions for Us to use the materials freely in the Services without breaching intellectual property law. If a breach of intellectual property law occurs as a result of You not owning or having obtained the necessary licences or permissions, You remove Our legal responsibility and indemnify and hold Us harmless from and against any claims or legal actions in relation to this.
7.3) Copyright and Licensing
- The intellectual property and specifically, copyright of materials (e.g. content, written-copy, graphics, images, logos, names and trademarks) You provide Us for use in the Services and for which You hold the copyright will remain with You.
- Once the Services have been approved by You in accordance with clause ‘6.7 Approval of Services’ and We have received full payment of all outstanding invoices, the following will automatically apply:
- In the case of a logo design Service, the final supplied logo design will become Your property, and You agree to allow Us to use Your logo in our portfolio and advertising materials as highlighted in clause ‘7.5) References to Services’.
- In the case of a website design Service, You will be granted a non-transferable, worldwide licence to backup, publish and use the final approved website design for its intended purpose. You are not permitted to create derivative versions, lease, license, sell or resell the design.
- In the case of a design for print Service (e.g. the design of flyers, business cards, letterheads, compliment slips), You will be granted a non-transferable licence to backup, print (and have printed), publish and use the final approved design for its intended purpose. You are not permitted to create derivative versions, lease, license, sell or resell the design.
7.4) Unauthorised Changes or Modifications to Services
Changes, modifications, updates to the Services are not allowed without Our written consent. We are not responsible to rectify any damage caused by changes, modifications or updates to Services by You or a third party. If You require Us to rectify damage caused by You or a third party, We reserve the right to charge a fee to rectify the damage up to a level We deem reasonable.
7.5) References to Services
For the purposes of self-promotion and recognition, We reserve the right to carry out the following as part of the Services We provide. This promotion could prove highly beneficial to You because You will receive free promotion and advertising as a side effect:
- We may link from Your website to Our website and vice versa. Linking will be done in such a way as to fit in with the overall look and feel of the website where a link is added.
- We may add reference to Our company and web address within design for print Services.
- We may communicate and include references, descriptions, images, Your comments, and examples about the Services provided, in portfolios, print (articles, books, magazines and so on), television, radio, online and face to face.
8. Rights and Responsibilities
8.1) Our Right to Terminate the Contract
If We terminate the contract, Your obligation to pay any outstanding amounts We believe you still owe to Us will not be removed subject to the terms of clause ‘8.3) Outstanding Payment and Refund’. We reserve the right to terminate the Contract, if any of the following apply:
- You breach these terms & conditions.
- Any materials You supply are illegal, immoral or We deem to be unacceptable.
- Any required fee is not paid by the due date.
- You fail to be co-operative or fail to respond to any requests in reasonable time or time limit.
- You become bankrupt, enter into voluntary arrangements with creditors, enter receivership or cease trading.
8.2) Your Right to Terminate the Contract
If You would like to terminate the Contract for any reason, You must provide Us with notification in writing and We will cease to provide all Services whether or not complete at this point. However, the total of all costs incurred for work that We have already carried out so far shall become due and payable in full on demand before termination can take place. We will calculate and if owed, fully or part refund any money You have already paid (e.g. a deposit) subject to the terms of clause ‘8.3) Outstanding Payment and Refund’.
8.3) Outstanding Payment and Refund
We may either, require You to pay an outstanding amount, provide no refund, a part refund or a full refund based on the calculation below:
- amount or deposit You paid upfront – (time spent working at the additional work rate as highlighted in the Contract or other information or documentation such as a quotation or estimate We provide to You + any incurred costs and expenses)
A negative figure would mean You owe Us this outstanding amount, and a positive figure would mean We owe you this amount as a part or full refund.
8.4) Changes to Our Products
We reserve the right to change or remove the products We offer at anytime without notice. The Services We provide during the Contract should not normally be affected and if they are to be affected, We will try to inform You and You will have the choice to either continue or terminate the Contract.
8.5) Use of Third Party Software and Subcontractors
We may use third party software and subcontractors to work on any aspect of the Services We provide.
8.6) Maintaining Valid Contact Details
You are solely responsible for ensuring You maintain valid and up-to-date contact details and for notifying Us immediately in writing of any changes to them, so that We may contact You if required.
8.7) Management of Work
We are free to work with multiple clients and on multiple Projects at the same time and We reserve the right to manage the work, working days and hours independently of You, subject to the terms of clause ‘6.2) Service completion date’. We reserve the right to limit our hours of operation to our official business hours.
8.8) Providing Resources
Resources such as computer equipment, software, products and tools will normally be provided by Us except in cases where You request Us to use resources that We do not possess, in which case You will need to provide the resources to Us free of charge and pay for any related costs and expenses. We may also charge an additional fee if We are required to purchase these resources.
8.9) Changes to These Terms & Conditions
We reserve the right to update these terms & conditions at any time without prior notice, and the changes will become effective immediately, therefore they should be checked regularly. The continued use of the Services We provide after any updates have been made is Your acceptance of the changes. If You do not agree with any of the changes made to these terms & conditions, You may terminate Your Contract by providing Us with notice in writing, subject to the terms of clause ‘8.2) Your right to terminate the Contract’. You can view the most up to date version of Our terms & conditions at http://www.custeldesign.co.uk/standard-terms-and-conditions/ and from the homepage of Our website.
9.1) Errors and Omissions
You acknowledge, understand and accept that there may be errors and omissions on Our website and published materials.
9.2) Information and Advice
Whilst reasonable care and attention will be given when providing any information and advice to You, We provide the advice on an 'as is' basis and no warranty is made to its accuracy or quality.
9.3) Third Party Work
A third party is a company that we have no contract or agreement with. We therefore take no responsibility for the actions and work carried out by any third party.
9.4) Adherence to Regulations
Responsibility for adherence to any laws regarding E-commerce trading regulations, disabled accessibility regulations and any other regulations rests with You and not with Us. Adhering to these regulations may involve additional time and fees, not included in the Contract.
9.5) Search Engine Listings
We may carry out search engine optimisation work, but do not guarantee any listing, placement or rank on search engines. We do not control search engines and huge shifts can appear daily, weekly and even hourly. Search engines determine whom they list and whom they do not.
9.6) Standards Compliant Website Required by You
Although We will aim to produce a 100% standards compliant website, We cannot guarantee this, due to limitations in third party software and products We use.
9.7) Browser Compatibility
We will work hard to ensure that a website We produce will display and function correctly on the server it is initially installed on when viewed with website browsing software. However, We do not guarantee that the website will display or function correctly with all website browsing software including future released versions of browsing software and non-standards compliant browsing software.
9.8) Variations in Colour and Size
All screens (computer monitors or electronic displays) are not the same in terms of how they display colour and size. Printed work does not look exactly the same as seen on screen, and each person perceives colour differently. Proofs are generally accurate at displaying what the final print is going to look like in terms of colour and size, but proofs may not be 100% accurate. There may be variations from one printer to another. Therefore, We cannot accept responsibility for variations of colour and size.
9.9) Limitation of Liability
- We will not be responsible for any losses or breach of Contract where the breach is due to software failure, hardware failure, electrical failure, natural events such as fire and any other events beyond Our control.
- In the event that We have to pay any claims made against Us, the total amount of the claim will be limited to 50% or less of the amount You have actually paid for the Services only.
You agree to indemnify and hold Us harmless from and against any losses, direct or indirect loss of profit, loss of anticipated savings, loss of opportunities, loss of business, loss of business revenue, loss of business information, loss of revenue, loss of time, loss or harm to data or content, indirect or consequential loss or damage, business interruptions, service interruptions, intellectual property infringements, demands, liabilities, actions, claims, damages, costs, fees, proceedings, legal fees, expenses, penalties and orders suffered or incurred in relation to any claims or actions brought against Us arising out of Your breach of these terms & conditions, Your infringement of the rights of third parties and including but not limited to Your use or misuse of the Services or information We provide.