Terms & Conditions
Title Designs Limited is committed to providing Clients with total satisfaction. Each Client is assured of personal attention in the execution of their requirements, subject to the technical limitations and legislative requirements of the medium. The following Terms and Conditions detail the relationship between Title Designs Limited and the Client.
These terms & conditions constitute a valid and binding agreement between Title Designs Limited and you, the Client, for any services provided or work ordered.
Terms
"Agreement" means any agreement made subject to these Conditions which shall incorporate these Conditions.
"Company" means Title Designs Limited of The Stables, Fairways, Wenvoe, Cardiff, CF5 6BE
"Client" and/or "Customer" means any person or organisation with whom the Company enters into an Agreement subject to these conditions.
"Service" means the service or services described in the current Company literature together with such Value Added Services to be provided by the Company to the Customer. Representations made by the Company’s distributor will not form part of this agreement unless confirmed in writing prior to purchase of the service.
The term 'pages' refers to 'WWW', 'Web' or 'home' pages specifically authored for the World Wide Web as accessed through the Internet or other computer networks capable of providing access to the World Wide Web.
The term 'placement' refers to the placing of pages in a 'Web server' directory such that the pages are publicly accessible and possess a unique Uniform Resource Locater (URL) address.
Errors, omissions and liabilities
Title Designs Limited will use their best endeavours to ensure pages authored by Title Designs Limited are free of errors and omissions. Title Designs Limited does not accept any liability for losses or damages arising from errors within any page or if pages are not placed.
Information
To help ensure that design, production and media are correctly targeted the Client will give us a clear and precise brief in writing. Clients will make available to us all information relevant to our brief and give us such co-operation as we shall reasonably request. Clients will ensure that at all times all the facts given to us about their products or services are accurate and in no way misleading. Clients will inform us without delay if they consider that any claim or trade description in any advertisement submitted to them by us for approval is false or misleading in relation to their products or to their services.
Additional instructions or change in brief
If the Client’s original instructions are varied in any way during the course of a commission, a fee on a time cost basis for the additional work will be chargeable.
Permissions and copyright
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered Company logos, names and trademarks or any other supplied material.
Every order shall be regarded as a guarantee by the Client to Title Designs Limited that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
No responsibility will be accepted by Title Designs Limited for damages to or losses incurred by the Client from the use of material for which the required permission or authority has not been obtained.
Copyright of (but not limited to) artwork, images, draft designs is retained by Title Designs Limited unless or until agreed otherwise in writing.
All programs, databases, code and other intellectual property produced by Title Designs Limited remain the copyright of Title Designs Limited unless or until agreed otherwise in writing.
In all cases title remains with Title Designs Limited until the work has been paid for in full.
The Client is explicitly not entitled to sell the program, database or other intellectual property to a third party unless this has been agreed beforehand in writing. In most cases Title Designs Limited will retain an interest in the said database, program or intellectual property.
Media and mechanical copyright
Unless otherwise agreed in writing all content and media remains the property and copyright of the Company until full payment of all accounts has been settled.
Accreditation/Promotions
Title Designs Limited retains the right to reproduce, publish and display any and all materials within Title Designs Limited's portfolios and Web sites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other's reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its Web site and in other promotional materials, and, if not expressly objected to, include a link to the other party's Website.
Web page content
Title Designs Limited reserve the right to append a hyperlink to Title Designs Limited’s own pages from any position within the page set.
Clients are required to ensure that the content of their pages meets all the current UK legislation regarding publications. The Client shall further indemnify Title Designs Limited in respect of any claims, costs or expenses that may arise from any material included in their pages authored or placed on their behalf by Title Designs Limited.
Placement of web pages
Title Designs Limited reserves the right not to place or to suspend current placements if the materials fail to meet the terms and conditions detailed here, even if ordered and paid for.
Post-placement alterations
Title Designs Limited cannot accept responsibility for any alterations caused by third party action occurring to the Clients' web pages once placed. Such alterations include, but are not limited to, additions, modifications or deletions.
Payments
The Company reserves the right to vary from time to time all charges with one months notice to the Customer.
Itemised details of excess usage and any other relevant charges may be made available to the Customer if ordered in advance and the Company reserves the right to make an additional charge for this service.
All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.
All payments shall be due to the Company net on presentation of invoice unless otherwise specified on the invoice at the Company's main office or at such other address as may from time to time be specified by the Company in writing. In some circumstances a deposit will be required. Invoices will be presented to the Customer on their due date. The Company may by written notice at any time require the Customer to pay all charges by Direct Debit or BACS on the 7th day after posting of the invoice. All usage charges shall be payable in full in respect of the month in which the notice to terminate the Agreement expires.
Interest payable on demand whether before or after judgement shall accrue from day to day on overdue amounts at the rate of 2% above Bank of England base rate + VAT if applicable.
Payment terms
Invoices can be paid by cheque, cash or BACS transfer. Cheques should be made payable to Title Designs Limited. Title Designs Limited require written confirmation of the order by email or letter detailing the agreed work before work will commence. Services and materials supplied by Title Designs Limited including (but not limited to) artwork, images, files, code, domain names, hardware, software and services remain the property of Title Designs Limited until paid for in full. Copyright is retained by Title Designs Limited unless by other arrangement.
Failure to pay any service and maintenance charges for domain names and/or other services and materials maintained by Title Designs Limited means that the title of any of the domain names and other services and materials supplied by Title Designs Limited revert to Title Designs Limited even if the domain name, service or material had previously been paid for in full.
Title Designs Limited reserves the right to enter a customers premises to retrieve it’s property.
The customer will be invoiced for services undertaken upon placement of the order in writing, email or via website briefing form.
Accounts may be rendered on completion of the work or at intermediate stages and payment of each invoice rendered is due within 30 days. Any expense incurred in collecting outstanding accounts after the 30 days may be charged to the Client.
Title Designs Limited reserves the right not to provide services or hardware until full and final payment is received. Accounts in default are subject to an interest charge of 1.5% per month on the outstanding balance. If you default, you agree to pay Title Designs Limited its reasonable expenses, including (but not limited to) solicitor and collection agency fees incurred in enforcing its rights under these terms and conditions. If your payment is returned to us unpaid you are immediately in default and are subject to a return cheque charge of £25.
Alterations to terms and conditions
Title Designs Limited reserves the right to change, at any time, the terms and conditions of the acceptance of orders for authoring and placement of Client's pages, and other services.
Acceptance of terms and conditions
The placement of an order or contract for services provided by Title Designs Limited will be regarded as an acceptance of all of the above terms and conditions. Orders may be placed, in the first instance, by telephone and must be confirmed in writing by email or post.
Design Credits
Title Designs Limited shall be entitled to claim authorship of a design for which they have been responsible, and by mutual consent their name is reproduced on any finished product or otherwise published by the Client.
Miscellaneous expenses
These include travel, hotel, out of pocket expenses and long distance telephone calls, which may be charged to the Client.
Change of name
In the case of persons named in these terms of reference being unable to carry out the said performance of work, the Company shall retain the right to nominate other persons to fulfil the role carried out in this contract.
No formal estimate sent
Where no formal estimate has been asked for, the Client will be charged on a pro rata basis for services in relation to the time and expenses involved.
Cost variation
Estimates are based on the current costs of production and are subject to amendment by the Company on or at any time after acceptance to meet any rise or fall in prices.
Value Added Tax
The Company shall be entitled to charge any VAT payable whether or not shown on the estimate or invoice.
Preliminary work
Work carried out, whether experimental or otherwise, at the Client’s request will be charged.
Print
Where an estimate or invoice includes the cost of printing and delivery this price is subject to the normal conditions of sale of the printing industry.
Exhibitions and displays
Where the estimate or invoice includes the cost of an exhibition contractor, the price and delivery is subject to his normal conditions of sale and trading terms.
Alteration
A design cannot be altered or adapted by the Client without the Company’s consent.
Patents
All patentable material that may be originated by the Company during the development of a project shall remain their property unless, or until, a separate agreement is entered into assigning patent rights in part or in full as desired.
Non-waiver
The allowance of time to pay or any other indulgence by the Company in respect of payments due to it shall in no manner affect or prejudice his right to payment together with interest provided under these Conditions.
Acceptance of application
The Company reserves the right to refuse any application for service.
The service
Domain registrations can take 4 working days from point of payment and receipt of full details.
Web Sites hosting can take 2 weeks from point of payment until they are fully operational.
These provision to the Customer shall be made as soon as reasonably possible. Any date indicated by the Company is an estimate only and may be liable to change without prior notification to the Customer. Accordingly the Company will not be responsible for any delay beyond such a date.
Hosted website bandwidth
Bandwidth requirements exceeding 5gigabytes per month may attract an additional charge per month over and above any other charges.
Client’s property
Client’s property and all property supplied to the Company by or on behalf of the Client will be held, worked on and carried at the Client’s risk.
General lien
Without prejudice the Company shall in respect of all unpaid debts due from the Client have a general lien on all goods and property in their possession and shall be entitled after the expiration of 14 days notice to dispose of such goods and/or property as they think fit and apply the proceeds towards such debts.
Usage
The Customer hereby agrees to:
• Not divulge their password to any third party and use all reasonable endeavours to keep the same confidential and inaccessible to third parties.
• Keep the Company informed of any change to the Customer's address and other such information as may effect the payment of charges due.
• Immediately cease to use and return any Internet Addresses allocated by the Company to the Customer on termination of this Agreement.
• Not to announce by any means any and all Internet addresses allocated to or by the Customer as part of an Autonomous System. Customers hosting with Title Designs Limited who submit their site to such autonomous systems agree to be responsible for any direct costs that are incurred by the Company as a result, which ever is the greater.
• Not to use or permit the usage of the service in an unlawful manner or in contradiction of published legislation and regulations governing the Internet.
Right to alter username, internet address and password
The Company shall have the right from time to time to change the Customers Username, internal Address and or Password allocated by the Company for the purpose of essential network maintenance, enhancement, modernisation or other work deemed necessary to the operation of the Website.
Username and internet address
The Company shall not be requested or required to release the Username, Domain Name or Internet Address and may refuse to do so until this Agreement has been lawfully brought to an end and all sums due hereunder have been received by the Company, and the Customer has complied with all its obligations hereunder. Domain Names remain the property on the Company until all sums due have been received.
Equipment
Collocated Equipment shall at all times be at the Customers risk. The Customer shall be responsible for insuring the Collocated Equipment against all risks.
Leased Equipment from the Company shall at all times remain the property of the Company.
The Customer agrees to maintain, at Customer's expense, during the entire time this Agreement is in effect Comprehensive General Liability Insurance for any Leased Equipment supplied by the Company.
Liability
The Company shall not be liable for any loss or damage howsoever caused:
• Economic loss, including loss of profits, business revenue and goodwill.
• Any claim made against the Customer by another third party.
• Any loss or damage to the Customer caused by or arising from any act or omission of the Customer, the Company, or Value Added Service supplier.
• Any act caused as a result of force majeure or beyond the Company’s control.
Changes to the service
If any Network Operator shall discontinue the provision of telecommunications services to the Company or shall alter by modification, expansion, improvement, maintenance or repair of the telecommunications services or any part thereof provided to the Company or shall disconnect the Customer’s apparatus from the Public Switched Telephone Network, Public Data Network or Internet the Company shall be entitled to discontinue, alter, modify, expand, improve, maintain, repair, suspend, disconnect or otherwise change the Services as necessary.
Suspension
The Service may be suspended by the Company without notice and without prejudice to the company’s Rights of Termination under Clause 11 in the event:
(a) Failure by the Customer to make any payment to be made to the Company on its due date for payment.
(b) If the Customer does or suffers anything to be done which jeopardises the service or any network to which it is from time to time connected.
(c) If the Customers credit limit has been exceeded or if the Customer is otherwise in breach of these Terms and Conditions.
No such suspension shall affect the liability of the Customer to pay charges and other amounts to the Company, and without limitation, the Annual Subscription/Retention Charge will continue to accrue.
During suspension the Company reserves the right to refuse to release the User’s Internet Address as issued by the Company.
Legal liability
The Company shall be indemnified by the Client in respect of any claims, cost and expenses arising out of any libellous matter designed on the Client’s instructions or any infringement of copyright patent or design thereof.
We act in all our dealings with third parties as a principal at law. The rights and liabilities between the Client and ourselves will correspond to those between us and the third parties with whom we deal on the Client’s behalf.
The Client will indemnify the Company against all claim costs liabilities and damages arising in connection with any material prepared by us and approved by the Client (including without limitation any claims, costs, liabilities and damages for the omission or mis-statement therein of any statement or particulars required pursuant to statute).
The Company shall not be liable for any indirect loss or third party claim occasioned by delay in completing the work. In the event of any contract (written or oral) between the Company and the Client being suspended or cancelled by reason of conditions arising from act of God, strikes, war, lock-outs, national emergency, fire, flood, drought, shortage of fuel or power, or any other cause out of the control of the Company, the Company shall be entitled to payment for work carried out and expenses incurred up to the date of such suspension or cancellation, furthermore the Company shall not be responsible for any loss or damage caused as a result of such suspension or cancellation.
Termination
This Agreement shall remain in force for a minimum period of 12 months from acceptance of Customers application being the date on which the Company’s order form was signed by the Customer. Termination can be effected as follows:
By the Customer, The Customer may terminate this Agreement by giving 90 day written notice, which may expire at any time after 12 months from the initial date of commencement of service. Email notification will not be accepted as notice of termination of Agreement.
By the Company. The Company may terminate this Agreement at any time and without notice if:
(a) if the Customer commits any breach of this Agreement including but without limitation non-payment of the Subscription Payments.
(b) by at least 1 months written notice to the Customer.
The Company reserves the right to invalidate any Customer’s User name and Internet Address issued to the Customer following termination of this Agreement.
Domain name hosting and transfer request for DNS records must be in writing with the authorised signature of the domain owner. There is no charge for the transfer, but a small charge may be made for administration. Domain name transfers will not be made until all outstanding amounts have been paid by the customer until this time domain names remain the property of the Company.
No refund of Subscription Payments will be made to the Customer upon termination of the Agreement by either the Company or the Customer. The Customer shall at his own cost return to the Company all equipment, cables and literature belonging to the Company within 5 days of final completion of the agreement and ensure that it arrives in good working order.
Without prejudice to its rights of termination at any time the Company has the right to terminate this Agreement: The Company may suspend the provision of any services under this Agreement.
Rights on termination
Termination of the Agreement shall not affect any pre-existing liability of the Customer or affect any right of the Company to recover damages or pursue any other remedy in respect of any breach by the Customer of the Agreement.
On termination of the Agreement the right to the use of the Internet IP Address allocated by the company shall revert to the Company except where specific agreement has been reached in writing for the transfer of the Internet Address and the fee or other payment required by the Company in connection with such transfer has been paid for by the Customer.
In the event of termination of the Agreement by the Company on account of any breach of the terms and conditions thereof by the Customer the Company shall be entitled to the balance of all Annual Subscription Payments and Call Charges which would but for such termination have accrued due up to the earliest date on which the Agreement could have been terminated by the Customer in accordance with the terms hereof.
Notices
Any notices under or in connection with this Agreement shall be in writing and shall be delivered by Royal Mail post to the relevant address given in the Agreement or to such address as the recipient may have notified to the other party via email for that purpose.
Suspension notices for non-payment of Charges will be deemed as delivered by email to the relevant email number given in the Application or to such email address as the Customer may have notified.
Any notice shall be duly given, if given by pre-paid first class mail, at the expiration of 48 hours after the envelope containing the same shall have been posted. In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such communication was properly addressed and posted as a pre-paid first class letter.
Confidentiality
Each party hereto undertakes to the other that it shall keep, and shall procure that its directors and employees shall keep secret and confidential and shall not use or disclose to any other person any information or material of a technical or business nature relating in any manner to the business, products or services of the other party which the first party may receive or obtain in connection with or incidental to performance of this Agreement, provided that:
• First party shall not be prevented from using any general knowledge, experience and skills not treated by the other party as confidential or which do not properly belong to the other party and which the first party may have acquired or developed at any time during this Agreement
• The first party shall not be prevented from using the information or material referred to above to the extent such information or material comes into the public domain otherwise than through the default or negligence of the first party;
• Notwithstanding the above, either party shall have the right to communicate any information concerning the other party to any Government department or body or other authority established by statute or under subordinate legislation, where such information is required by law or is otherwise properly required under OFTEL regulation, or a Code of Practice or otherwise.
Solicitation
During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, The Customer agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Title Designs Limited employee or Design Agent of Title Designs Limited, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, The Customer agrees that Title Designs Limited shall be entitled to an agency commission to be the greater of, either (a) 25% of said person's starting salary with The Customer, or (b) 25% of fees paid to said person if engaged by The Customer as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for The Customer. Title Designs Limited, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.
Other printed or standard conditions
All services are provided on the foregoing conditions which constitute the entirety of the Agreement to the exclusion of any other terms and conditions and no agreement terms and conditions contained in any document sent by the Customer to the Company shall be of any effect with respect to the Agreement unless expressly accepted by a duly authorised officer of the Company in writing The Customer acknowledges that the Customer has not relied on and shall not be entitled to rescind the Agreement or to claim damages or any other remedy on the basis of any representation, warranty, undertaking or statement which is not set out in these Conditions including any representation made by or on behalf of the Company in relation to the Service which has induced the Customer to enter into this Agreement with the Company.
Variation
The Company reserves the right to vary these terms and conditions as a result of changes required by its insurers, operation or administration problems, new legislation, statutory instruments, Government regulations or licences. These Conditions may not otherwise be varied or waived except by express written agreement between both parties.
Jurisdiction
These terms and conditions shall supersede all previous representations, understandings or agreements and shall prevail notwithstanding of any variance with terms and conditions of any order submitted. These terms and conditions and any contracts arising thereof are governed by the laws of England and Wales.
Expenses of the Company
The Customer shall pay to the Company all costs and expenses (so that any legal fees shall be based on an indemnity basis) incurred by the Company in enforcing any of these Conditions, or exercising any of its other rights and remedies under the Agreement, including (without prejudice to the generality) all costs incurred in tracing the Customer in the event that legal processes cannot be enforced at the address last notified to the Company.
Assignment
Neither party shall assign or transfer any of its rights or obligations under this Agreement save that the Company may assign to an Associated Company on notice.
Clause headings
Clause headings are for ease of reference and are not part of this Agreement and accordingly shall not affect its Conditions.
Invalidity
If this Agreement or any part thereof shall be adjudged for any reason to be void, unenforceable or ineffective but would be adjudged to be valid effective and enforceable if part of the wording were deleted or a provision were reduced in scope this Agreement shall continue with such modifications as may be necessary to make its provisions (or if such be the case its remaining provisions) valid effective and enforceable.
Law and Arbitration
This agreement is subject to the laws of England and Wales under the jurisdiction of the Courts of England and Wales and any alteration to part of the agreement shall not invalidate the remainder.
