Definitions and Interpretations
The following Terms and Conditions are a legal Agreement between Gerard Greenan Consulting Limited hereinafter known as the “Supplier” and the “Client” for the purposes of creative design agency services. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
All clauses in this Agreement apply to any Project undertaken for any Client by the Supplier. By accepting a Proposal or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.
Unless the context otherwise admits words importing one gender shall include all other gendersand words importing the singular shall include the plural and vice versa.
Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.
This Agreement details the Terms and Conditions agreed between the Parties for the design and development of a Project, (including technical and design details) or a service offered, hereinafter known as the “Project” for the Client to be undertaken by the Supplier.
Detailed Project Specification
The Parties have agreed a detailed Project specification as defined in the Client’s Proposal.
Any amendments proposed to this Project specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.
Any updates which are agreed to be undertaken by the Supplier in the Clients Proposal including but not limited to text changes, image changes and video changes will be undertaken for a maximum of one year unless expressly stated in the Clients Proposal, after which time they will become chargeable to the Client at our usual hourly rate.
If such proposed amendments incur additional expense the Supplier is entitled to seek further payment to cover such expense. It is the Client’s responsibility to carry out any market research as to the viability and profitability of any Project before accepting any Quotation or Proposal.
The Client will pay the agreed fees to the Supplier on delivery of the Project, completed according to the Project specification detailed in the Proposal. The Supplier will invoice the Client mand the Client will pay the invoice, including Value Added Tax, (VAT) at the prevailing rate.
If the project is not completed within a 12 month time frame through no fault of the Supplier, the Supplier will require full payment for the agreed project amount. The project will then continue once the Supplier receives all content required to complete the project. If the Supplier does not receive all content within a reasonable time frame of 18 months from the start date of the project, we reserve the right to redevelop aspects of the project which we deem to be obsolete, any costs incurred will be chargeable to the Client.
We reserve the right to amend our proposals, quotes or estimates if during a project we uncover unforeseen or additional works that were not known prior to the beginning the project.
Payments may be made by BACS, cash, cheque, or (for overseas Client’s), Pound Sterling International Money Order or previously agreed electronic funds transfer. The Supplier reserves the right to charge the Client any fees encountered as a result of such transfer. Payment shall, unless otherwise agreed in writing, be made in full without any deduction or setoff within 30 days of the date of the invoice, except COD (Cash on Delivery) invoices, where immediate payment is required.
Returned cheques will incur an additional fee of £50.00 +VAT per returned cheque. The Supplier reserves the right to consider an account to be overdue in the event of a returned cheque.
Interest shall be payable on overdue payments at the rate of 4% over Barclays Bank base rate to run from the due date for payment thereof until receipt by the Supplier of the full amount whether or not after judgement.
Where an account requires litigation to collect an overdue debt an administration fee of 200.00 plus VAT at the prevailing rate will be payable. Client’s whose accounts become overdue agree to pay the Supplier reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
The Supplier shall be considered entitled to remove the Suppliers’ and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, subcontractors, printers, photographers and libraries. Removal of such materials does not relieve the Client of their obligation to pay the due amount.
The Supplier will require payment on the completion of development milestones where the Project involves considerable design and development time to implement. Such development milestones and the amount of payment for the completion of each milestone to be included within the Project specification as defined in the Proposal or if not specified in the Proposal to be agreed in writing by the parties prior to the commencement of the Project.
The Supplier reserves the right to decline further work on a Project if there are invoices outstanding with the Client.
If a percentage of the total quoted price is required as a deposit, as outlined in the Client Proposal, this must be received and cleared before Project commencement.
Quotations and Proposals are valid for 30 days and all prices quoted exclude VAT unless otherwise stated.
Any credit provided to the Client may be changed or withdrawn at any time.
The Supplier reserves the right to alter prices at any time without prior notice. If a Quotation or Proposal at an original price has been made it will be valid for 30 days and subsequently during the life of the current commission, however additional work may be charged using the new pricing structure.All Projects are subject to a minimum charge.
The Client will pay the expenses incurred by the Supplier during the Project, including travel to the offices of the Client where required, the purchase of computer consumables required for the Project and such other reasonable expenses directly related to the Project.
The Supplier will inform the Client in writing in advance if significant expenses not covered by the above clause that have to be incurred during the Project.
The Supplier will deliver the completed Project to the Client as outlined in the Proposal.
If the Client requires the completed Project to be loaded onto a fileserver using File Transfer Protocol (FTP) the Supplier is entitled to make an additional reasonable charge for this service. The Client is responsible for ensuring that the intended fileserver or disk space on the fileserver is properly configured. The Supplier will not load the completed Project onto a publicly available fileserver or disk space on such a fileserver until full payment is made. The Client may only use or publish the completed Project web site once full payment has been made to the Supplier.
At Project acceptance the Supplier can provide an estimated completion date, however we cannot guarantee this date as a final completion date.
The Supplier reserves the right to refuse to construct a Project that they may judge as unfit due to content or otherwise.
Delivery of Content & Materials
The Client undertakes to deliver all the content and materials required for the Project and in the formats requested to the Supplier before commencement of the Project or at the milestones outlined in the Proposal.
Where this is not possible the Client will deliver such outstanding content and materials to the Supplier within 30 days of the start of the Project or milestone.
The Client will notify the Supplier in writing (as soon as possible) of any delays in delivering content and materials required for the Project and provide the Supplier with a revised timetable for supplying such content and materials.The Supplier will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or nondelivery of content and materials by the Client where required by the supplier for the project.
Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email, personal delivery, prepaid recorded delivery, firstclass post, or facsimile transmission to the receiving party as set out in this clause.
Any such notice shall be deemed to be effectively served as follows:
In the case of service by prepaid recorded delivery or firstclass post 48 hours after posting.
In the case of service by email, or facsimile transmission on the next working day.
Both parties shall keep confidential the specific terms of this Agreement and Project and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing the Project detailed in this Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the Project or for a minimum period of 2 years after the completion of the Project, except where such disclosure is required by law or by order of a court in the jurisdiction of England.
The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but notnecessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
Subject to the Confidentiality clause above, the Client shall be able to refer to their working relationship with the Supplier for press and publicity purposes after receiving the written approval of the Supplier regarding the content of any such material.
Subject to the Confidentiality clause above, the Supplier shall be able to refer to their working relationship with the Client for press and publicity purposes. The Client agrees to allow the Supplier to place websites and other designs, along with a link to the Client’s site on the Supplier’s own website for demonstration purposes and to use any designs in its own publicity.
Intellectual Property Rights
The Client undertakes to secure all copyright and any other appropriate licences, clearance or consents where required for the content and materials to be incorporated into the Project by the Supplier.
The Client grants to the Supplier for the term of this Agreement and Project a nonexclusive, revocable, royaltyfree licence to use its name, logos, trademarks or devices (“Intellectual Property”) for the purposes of creating the Project.
Neither party shall make any claim to the other party’s content, materials or services during or after the expiry of this Agreement.
Neither party shall make any claim to the other party’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
Neither party shall register or cause to be registered any company name materially similar to that of the other party.
The copyright for all material provided by the Supplier, such as source code, graphics, photographs video, animation and text, will remain the property of the Supplier until such time as payment has been made in full where upon they will become the property of the Client.
If a choice of design is presented, only one solution is deemed to be given by the Supplier as fulfilling the contract. All other designs remain the property of the supplier, unless agreed in writing that this arrangement has been changed.