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- 1. 4 The Parade Sheffield S12 2GA 0114 2544460 info@perceptivedesigns.co.uk www.perceptivedesigns.co.uk1 Terms and Conditions Quotations and Pricing 1. A quotation is not binding until an order has been signed for by both the customer and Perceptive Designs in the standard manner adopted by Perceptive Designs. 2. All prices are valid for 30 days from the date stated on the quotation. 3. Prices are based on the information supplied in the initial assessment and are therefore reliant on the customer giving an accurate and complete description of the work required. Prices may be subject to change if additional work is required that was not included in the original costing. 4. For ongoing work, prices will be charged at the rate in effect at the time of purchase, for the period of time specified. 5. Timelines stated on a quotation are approximate and Perceptive Designs cannot be responsible for the consequences of any delay in delivery. 6. Timelines are subject to the customer supplying the necessary material as and when needed. 7. Timelines are subject to the customer signing off each stage of the project (where relevant) in a timely manner. Payment 1. A deposit of 25% of the total sum for the project is required upon the exchange of contracts. This charge is non-refundable. 2. If the project takes longer than one month, Perceptive Designs will bill for the work completed in that timeframe and then every month thereafter. The remaining fee is invoiced upon project completion. 3. The forms of payment that Perceptive Designs accept are: cash and Bacs. 4. All payments must be made in GBP within 30 days of the invoice date. Late payment may result in interest being applied to the sum invoiced from the day after the due date until the date of receipt. Perceptive Designs also reserves the right to charge the customer a fee for debt recovery costs. 5. Perceptive Designs will not accept contra and offset deals against a sum owed, either in part or full, unless previously agreed. 6. Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved, the customer remains liable to pay the undisputed part of an invoice within the original timescale detailed on it.
- 2. www.perceptivedesigns.co.uk2 7. If payment is in arrears, late payment charges will be levied on a daily basis at 8% above the then current Bank of England base lending rate. Ownership 1. The customer must guarantee that any content they supply to Perceptive Designs is owned by them or that they have permission from the owner to use these elements. Such content may include (but is not limited to) existing website files and code, designs, images and graphics. Perceptive Designs cannot be held accountable if this is not the case. 2. All website creation files, code, designs, images and graphics and any other content remain the property of Perceptive Designs upon completion of the project with the exception of content that the customer provides. 3. Perceptive Designs may use, reproduce, display or transmit any such files unless previously agreed otherwise with the customer. 4. The website shall be for the sole use of the customer and the customer shall not assign any use, rights or ownership to a third party. 5. The customer may, in some circumstances, purchase the rights to any property created by Perceptive Designs. If this is applicable, it will be confirmed on the Contract for Services document. 6. Perceptive Designs reserves the right to include a discreet link and/or image on the resulting website stating that it was created by Perceptive Designs. 7. Perceptive Designs reserves the right to include a notice on the resulting website stating its intellectual property rights (copyright). Approving the Website 1. It is the responsibility of the customer to review and approve the website’s content upon the completion of each project stage. This includes all content such as (but not limited to) the spelling of names, display of telephone numbers and suitability of the design. 2. Perceptive Designs cannot accept responsibility for any such inaccuracies if the customer has officially approved the website and its content in the standard manner adopted by Perceptive Designs. Search Engine Optimisation 1. Perceptive Designs will endeavour to improve the position of the customer’s website in search engine results, however this cannot be guaranteed. 2. Perceptive Designs cannot be liable for changes to position in search engine results.
- 3. www.perceptivedesigns.co.uk3 Commitment to Quality 1. Perceptive Designs commits to performing its services with reasonable skill and care and in accordance with good industry practice. 2. Perceptive Designs reserves the right to subcontract work to a third party without informing the customer. 3. Perceptive Designs cannot be responsible for any failure in its obligations due to factors outside its control. Data Protection 1. Perceptive Designs may keep a record of any correspondence or information sent by the customer. 2. Any personal information that is sent by the customer or collected by Perceptive Designs will be used in the following manner: a. To facilitate any commitment made on a contracted basis. b. Perceptive Designs only collects and stores information necessary to the function and improvement of services that it provides. c. Perceptive Designs will not directly share any personal information with organisations not mentioned in its privacy policy. This can be found on the website at www.perceptivedesigns.co.uk/privacy.php. If subcontractors are used, Perceptive Designs will only give personal information to them with the customer’s prior consent. d. A customer’s personal information is only released to third parties when Perceptive Designs is under a duty to comply with any legal obligation to disclose or share this personal data. e. To send periodic emails. The email address the customer provides may be used to send information, respond to enquiries, and/or other requests or questions. f. Existing customers may be contacted on the topic of goods or services related to a previous sale if Perceptive Designs feels they might be interested in these additional topics. 3. While every effort is made to protect customers’ personal data, unfortunately, Perceptive Designs cannot be held liable for any loss. Contract Termination 1. Perceptive Designs may immediately terminate a contract if the customer is in breach of any of the terms of that contract. 2. Perceptive Designs may immediately terminate a contract if the customer becomes insolvent or fails to make payments within the agreed timescale. 3. Perceptive Designs may withhold goods or services if the customer fails to make payments or is in breach of any of the terms of the contract. This includes (but is not limited to) removal of the website from the public domain without prior notice.
- 4. www.perceptivedesigns.co.uk4 4. Any contract termination by the means described above, is to be done so without Perceptive Designs being liable for compensation or damages. 5. The customer may cancel this contract giving 30 days written notice. The following terms apply to any such cancellation: a. The customer will be liable to Perceptive Designs in full for any services already commenced, whether partially or fully completed, without limit. This includes time spent on designs, project plans, meetings, and visits to the customer’s premises. b. If any goods or subcontractor services are ordered on the customer’s behalf as part of their order, the customer will be liable to Perceptive Designs for the full amount detailed in the order. An adjustment will be made to reflect any refunds Perceptive Designs may obtain from the supplier or subcontractor, less any cancellation / carriage / packaging / storage fees (if applicable). Additionally, a 20% charge will be levied to cover administrative costs. c. For all other elements of the services, the customer’s deposit and any staged payments will be retained and they will have no further liability to Perceptive Designs. 6. If the customer gives less than 30 days notice of cancellation, they will be liable for the full value of the order. 7. All termination or cancellation requests must be received and agreed in writing by Perceptive Designs. 8. The date on which the letter, fax or email is received by Perceptive Designs will be deemed as the date the request has been made. Disputes 1. Disputes must be raised in writing within 7 days of receiving the goods or service. 2. The date on which the letter, fax or email is received by Perceptive Designs will be deemed as the date the dispute has been raised. Limitation of Liability 1. Neither party shall have any liability for loss of data or for any indirect or consequential losses or expenses. This includes (but is not limited to) loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims. 2. Notwithstanding the above clause and with the exception of death or personal injury caused by the negligence of Perceptive Designs (for which our liability shall be unlimited) our liability under this contract will be limited to £10,000 or the price paid by the customer for the services, whichever is less. 3. Perceptive Designs will not be liable for any loss of any kind arising from the customer's use or inability to use the service, or from errors or deficiencies in any part of the service whether caused by negligence or otherwise, except as specified in these terms. 4. The customer agrees to defend, indemnify and hold Perceptive Designs harmless against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorney’s fees) or claims caused by or resulting indirectly from the customer’s use of Perceptive Designs’ service. This holds without limitation or exception,
- 5. www.perceptivedesigns.co.uk5 including the customer’s violation of any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of the customer’s relationship with Perceptive Designs. Force Majeure 1. If either party is subject to circumstances outside its reasonable control (an event of Force Majeure including but not limited to war, fire, industrial disputes or civil commotion), it shall notify the other party. The first party’s obligations under these terms shall be suspended until it notifies the other party of the end of such an event. General 1. This contract represents the entire agreement between Perceptive Designs and the customer. It shall prevail over any conditions contained or referred to in any of the customer’s documents or those of a third party. 2. If any part of this contract is found to be void or un-enforceable by any court of competent jurisdiction, those parts will be severed from this contract. The remainder of the contract will remain in full force and effect. 3. Any failure to enforce one or more of these terms by Perceptive Designs at any time or for any period shall not be a waiver of them or the right to enforce these terms in the future. 4. A person who is not party to this contract has no rights under the contract (Rights of Third Parties Act 1999) to enforce any of the terms. 5. The customer may not assign this contract or any rights or obligations under it without the prior written consent of Perceptive Designs. Governing Jurisdiction 1. This Legal Notice shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with this Legal Notice are subject to the exclusive jurisdiction of England and Wales. March 2012 edition.