Terms and Conditions

September 16, 2017

These are the standard and current terms and conditions which shall apply to all arrangements between Insignia Creative Ltd, the “Supplier” of 2 Marble Court Business Park, Lymnington Road, Devon TQ1 4FB and its clients for the provision of digital services and solutions including web design and development, print design, web hosting, domain registration and any other service that may be commissioned (“Services”) by them

1.Interpretation

In this document the following words and expressions shall have the following meanings unless the context otherwise requires:

“Ancillary Materials” means all materials necessary for the creation of the work, including all enhancements thereto;

“Content” means any text, graphics, photographs, video, sounds or materials created for or provided by the customer or by a third party at the behest of the customer used for the delivery of a service;

“Client Deliverables” means the content, materials, or information to be supplied by the Client to Insignia Creative Ltd as requested for the delivery of the service;

“Initial Payment” means the initial fee to be paid prior to commencement of works specified in the Services Order;

“Payment Schedule” means the payment schedule for the provision of the Services as set out in the Services Order;

“Project Schedule” means the estimated timetable for the provision of the Services as set out in the Services Order;

“Services” means the services that Insignia Creative Ltd has been commissioned to provide;

“Services Order” means the Services Order to be returned to and accepted by Insignia Creative Ltd setting out the terms on which Insignia Creative Ltd is appointed by the Client to perform the Services;

“Start Date” means the estimated date on which the Services shall begin as specified in the Services Order but shall not be deemed an absolute start date;

“Work Deliverables” means any tangibles to be delivered by Insignia Creative Ltd to the Client either physical or digital form, including without limitation, the Ancillary Materials;

Clause headings are for reference only and do not affect the construction of this Document. References to Clauses are to clauses of this Document.

A reference to a person shall include a reference to any individual, company, partnership, trust, association, government or local authority department or other authority or body (whether incorporated or unincorporated).

Precedence

Should there be any conflict between these terms and conditions and the Services Order, the latter shall prevail.

Term
This Document shall commence on signing of the Services Contract and shall continue thereafter until payment has been made for all contracted Services, unless and until terminated earlier in accordance with this Document.
Charges
Services and any Additional Services shall be provided by Insignia Creative Ltd on a day rate basis (“Basic Rate”) and any Additional Services shall be provided at the same rate or such other rate agreed between Insignia Creative Ltd and the Client (“Special Rates”). The Basic Rate may be tiered depending on Services required. For web design and development and print design Basic Rate is currently £640 per day.
Insignia Creative Ltd shall charge the Client a minimum of one hours’ work (calculated as the relevant day rate divided by eight) for any Additional Services provided.
Insignia Creative Ltd may revise its Basic Rates and Special Rates at its discretion.
Payment
Prior to Insignia Creative Ltd commencing work the Client shall pay Insignia Creative Ltd the initial payment as specified in the Services Contract.
Where no initial payment is specified, the Client shall pay Insignia Creative Ltd as specified in the terms of the first invoice in accordance with the Payment Schedule
Insignia Creative Ltd shall invoice the Client for any Services rendered in accordance with the Payment Schedule.
The Client shall pay all invoices in full according to the date expressed within the invoice.
Insignia Creative Ltd standard payment terms are 30 days from date of invoice unless otherwise stated in the invoice.
If any invoiced amount remains unpaid for a further 14 days after the due date, Insignia Creative Ltd reserves the right to:
charge interest (both before and after any judgement) on the amount unpaid at the rate of we will add interest at 8% per annum above Lloyds TSB’s base rate for sterling until payment is made in full; and/or
recover from the Client any and all costs and expenses incurred by Insignia Creative Ltd in collecting the unpaid amount, including but not limited to legal fees and costs of collection; and/or

iii. suspend work or the provision of the Services for the Client and request payment in full as set out in the Services Contract.

If at any time Insignia Creative Ltd is unable to adhere to the Project Schedule due to any delay or failure caused by any person or entity other than Insignia Creative Ltd and/or its agents and/or sub-contractors and the Project Schedule provides for stage payments, such payments will (notwithstanding any such delay or failure) remain due on the specific dates subject to Insignia Creative Ltd’s performance of the milestone(s) and/or stage(s) of the Work (if any) not affected by such delay or failure.
In the case of a final edit content, full and final payment shall be required prior to handover of the content, unless stated otherwise in the Payment Schedule.
Client Obligations
The Client shall, without limitation, comply in a timely manner with the obligations contained under this agreement.
The Client acknowledges that Insignia Creative Ltd’s ability to perform its obligations under this Services Contract is dependent upon the Client’s and/or its agent’s, sub-contractor’s and representative’s full and timely co-operation with Insignia Creative Ltd, as well as the accuracy and completeness of any information and data the Client and/or its agents, sub- contractors and/or any representatives provide to Insignia Creative Ltd
The Client shall be liable for any delays to the Project Schedule caused by the Client and/or its agents, sub-contractors and/or representatives and/or resulting directly or indirectly from the Client’s and its agents’, sub-contractor’s and representative’s failure to fulfil any of its obligations under this Document. Insignia Creative Ltd shall be entitled to charge the Client, and the Client shall pay, for any and all costs, expenses and/or losses of any kind whatsoever suffered or incurred by Insignia Creative Ltd arising out of or in connection with any such delays and Insignia Creative Ltd may adjust the Project Schedule to take account of any such delays.
Client Warranties
The Client hereby represents and warrants that the Client owns all right, title and interest in any materials provided for the execution of the Contracted Services, and that Insignia Creative Ltd’s reproduction or publication of such will not infringe any third party rights
The Client ensures at its own expense that it is entitled to reproduce any other copyrighted material.
The Client hereby indemnifies and holds Insignia Creative Ltd, its employees, representatives, agents and the like harmless against all loss, claims, costs, expenses, and damage arising as a result of or in connection with the breach of the above warranties.
Insignia Creative Ltd’s Obligations
Insignia Creative Ltd shall use its reasonable endeavours to provide the Contracted Services in accordance with any agreed Project Schedule; provided however, that for the avoidance of doubt, time shall not be of essence in relation to the performance of any of Insignia Creative Ltd’s obligations under this Document.
Insignia Creative Ltd may, in its sole discretion, subcontract at any time any or all obligations under this Document to any third party.
Insignia Creative Ltd shall perform its obligations under this Document in a timely manner and with all due care, skill, diligence, and attention.
Intellectual Property Rights
All copyright and other intellectual property and/or proprietary rights existing prior to the Start Date shall continue to belong to the party that owned such rights immediately prior to the Start Date.
Upon full and final settlement by the Client of all of Insignia Creative Ltd’s invoices, all rights title and interest (including without limitation all intellectual property and other proprietary rights) in the Work and Ancillary Materials will become the property of the Client. Insignia Creative Ltd will retain all right, title and interest in any materials created for demonstration, presentation and/or pitching purposes, unless paid for by the Client.
For the avoidance of doubt and without prejudice to the generality of the forgoing Clauses, Insignia Creative Ltd shall not be restricted at any time from using for other customers the same or similar ideas, concepts, know-how, techniques, systems, products, services and/or other general knowledge as those acquired as a result of performing, and/or used in connection with the performance of, its obligations under this Document.
Confidentiality
Each party hereto undertakes that it shall keep and it shall procure that its respective directors and employees, agents, servants, and subcontractors keep secret and confidential the intellectual property rights and all other know-how relating to the production, designing and developing of the Content and any information (whether or not technical) of a confidential nature communicated to it by the other, either preparatory to, or as a result of, this Document and shall not disclose the same or any part of the same to any person whatsoever other than to its directors or employees directly or indirectly concerned in production, design and development of the Content.
Each party undertakes to the other that it shall keep and it shall procure that its respective directors and employees, agents, servants, and subcontractors, keep secret and confidential all matters of a confidential nature relating to the other party.
Domain Name(s)
Insignia Creative Ltd can advise clients on selecting domain names and register these for them as requested at current rates but cannot guarantee that a specific name will be available.
Insignia Creative Ltd reserve the right to make a charge for any administrative work associated with subsequent hosting or domain name transfers into or out of our facilities.
Domain name renewals are made automatically unless we are notified in writing 28 days in advance of your renewal date.
Please note that we cannot accept responsibility if a domain name fails to be re-registered due to circumstances beyond our control.
Should domain invoices remain unpaid by the renewal date of domain there is a risk of domains falling into ‘redemption’ with a penalty charge of approximately £200+vat to renew the domain.
Hosting

Insignia Creative Ltd use (but not limited to) the hosting services of 20i.

Insignia Creative Ltd therefore adhere to 20i‘s Service Level Agreement which can be found at https://www.20i.com/legal but are not liable for any downtime or outages as listed below.

Hosting Agreement will automatically renew for successive twelve (12) month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account.

Censorship: Insignia Creative Ltd will exercise no control whatsoever over the content of the information passing through the network, email or web site.

Warranties: Insignia Creative Ltd makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Insignia Creative Ltd also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Insignia Creative Ltd is at Client’s own risk, and Insignia Creative Ltd specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Insignia Creative Ltd does not represent guarantees of speed or availability of end-to-end connections. Insignia Creative Ltd expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Insignia Creative Ltd specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

Trademarks and copyrighted material Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

Non-Solicitation
The Client undertakes that it shall not without Insignia Creative Ltd’s prior written consent, either during, or within 6 (six) months after termination of this Document, engage, employ or otherwise solicit for employment any person who during the currency of this Contract was an employee or agent of Insignia Creative Ltd
Limitation of Liability
This Clause 13 sets out Insignia Creative Ltd’s entire liability under the whole or part of this Document, and the sole and exclusive remedies of the Client, whether in contract or tort (including but not limited to negligence), statute, common law or otherwise.
Notwithstanding any other provision of this Document, Insignia Creative Ltd does not exclude liability for:
personal injury (including but not limited to sickness and death) to the extent that such injury results from the negligence or wilful default of Insignia Creative Ltd, its servants, agents or subcontractors; and/or
fraudulent misrepresentation.
Insignia Creative Ltd shall not be liable to the Client whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with this Document, including without limitation:

i.loss of revenue; and/or

ii.loss of anticipated savings; and/or

iii.loss of business and/or goods; and/or

iv.loss of goodwill; and/or

v.loss of use; and/or

vi.loss and/or corruption of data and/or other information; and/or

vii.website downtime; and/or

viii.any damage relating to the procurement by the Client of any substitute products or services.

For the avoidance of doubt, neither types of loss and/or damage specified in this clause 13 nor any similar types of loss and/or damage shall constitute direct loss for the purposes of this Contract.

Insignia Creative Ltd shall not be liable to the Client in respect of any third party products and the Client shall not be entitled to recover against Insignia Creative Ltd under this Contract more than once in respect of any one loss.
Termination
Either Party may cancel this Contract up to 5 days prior to the Commencement of Works. In the event that the Contract is terminated within 5 days prior to the Start date or after Works have commenced: i.in the case of cancellation by the Client, Insignia Creative Ltd shall have a right to the Initial Payment; and ii.in the case of cancellation by Insignia Creative Ltd, Insignia Creative Ltd shall refund the Client the Initial Payment if paid.
For any services listed, either Insignia Creative Ltd or the Client may end these agreements at any time (including during or at the end of any minimum period) by giving the other 30 days’ notice. The Client must pay any sum due up to the end of that 30-day notice period.
The whole or any part of this Services Order may be terminated by Insignia Creative Ltd if:
the Client fails to pay any sum due to Insignia Creative Ltd on the due date therefore; or
the Client enters into liquidation, bankruptcy or other insolvency procedure, whether compulsorily or voluntarily, other than for the purposes of reconstruction or amalgamation; or

iii. Insignia Creative Ltd has reasonable grounds for believing that the Client may be engaged in illegal, improper or unlawful activities.

Consequences of Termination
Upon termination of this Document for whatever reason:
the Client shall (if the termination is on or after the Start Date) immediately pay Insignia Creative Ltd for the Services and Insignia Creative Ltd Deliverables performed and/or provided (as the case may be) under this Document up to the date of termination and all charges, losses, damages, costs and/or expenses incurred by or for Insignia Creative Ltd under, and/or in connection with the termination of this Document.
each party shall immediately return to the other any property belonging to that other. Insignia Creative Ltd will store materials relating to or connected with the development of the Work for a maximum period of three months following the completion of the Work or termination, whichever is the later. After such period Insignia Creative Ltd may return any such materials to the Client at any time or destroy the same.
Notices

Any notice or other document to be given under this Contract shall be sent to the address of the relevant party set out in the Services Order or to such other address as such party may have notified to the other in accordance with this Clause for such purposes. A notice may be delivered personally, by first class prepaid letter or e-mail to and shall be deemed (in the absence of evidence of earlier receipt) to have been served if by personal delivery when delivered and if by e-mail or first class post, 48 hours after posting or sending.

Amendments

Insignia Creative Ltd reserves the right to amend the terms and conditions of this Contract at any time. Insignia Creative Ltd shall notify the Client of such amendments in writing if relevant. Upon notification to the Client such amendments shall take effect, unless within 5 days the Client gives Insignia Creative Ltd notice to terminate this Contract, in which case the terms in force prior to the notification shall remain in force during the notice period.

General
Apart from fraudulent misrepresentations, this Contract constitutes the full and complete statement of the agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, understandings, whether written or oral, between the Parties, with respect to the subject matter hereof.
No neglect, delay or indulgence on the part of Insignia Creative Ltd in enforcing any term of this Contract will be construed as a waiver and no single or partial exercise of any right or remedy under this Contract will preclude or restrict the further exercise or enforcement of any such right or remedy. No waiver by Insignia Creative Ltd shall be valid unless in writing and signed by an authorised representative of Insignia Creative Ltd
The relationship between Insignia Creative Ltd and the Client under this Contract is that of independent contractors and nothing in this Contract shall be deemed to create a relationship of joint venture, partnership or agency between the Parties.
If any term or provision of this Contract is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, that term or provision shall to that extent be deemed not to form part of this Contract but the enforceability of the remainder of such clause and of this Contract shall not be affected.
The Client shall not be entitled to assign this Contract, in whole or in part, or any of its rights and/or obligations thereunder without the prior written consent of Insignia Creative Ltd which will not be unreasonably withheld or delayed. f. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
This Contract shall be governed by and construed exclusively in accordance with English law and the Parties submit to the exclusive jurisdiction of the English courts.

T: 01803 311001 | E: info@insigniacreative.co.uk | w: www.insigniacreative.co.uk

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