TERMS & CONDITIONS
The following Terms & Conditions of Business apply to all services provided by GASP Creative to the client.
1.1 "Buyer" means the company, firm, body or person purchasing the Services from GASP Creative.
1.2 "Seller" means GASP Creative (Company Number [INSERT]) whose registered office is at [INSERT] any subsidiary or agent of GASP Creative through which the services are sold.
1.3 "Contract" means a contract, subject to these conditions, for the provision of the Services between GASP Creative and the Client.
1.4 "Service" means the subject matter of each Contract between the Client and GASP Creative, being the work and/or services or any of them to be performed by GASP Creative for the Client.
2.1 The Seller designs and produces [INSERT] and the Buyer specifies and instructs the Seller to produce [INSERT] and other related services subject to these terms (the Service)
2.2 Unless otherwise agreed in writing these terms shall override all other terms of the Buyer and any negotiations, quotes or discussions whether or not in writing shall not vary these terms or bind the Seller unless the Seller has agreed to do so in writing.
2.3 It is not necessary for the Buyer to have signed an acceptance of these terms and conditions for them to apply. If the Buyer accepts a quote then the Buyer will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full. Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted these terms and conditions.
3. The Service
3.1 The Seller shall provide the Service to the Buyer on a non-exclusive basis subject to these terms.
3.2 The Buyer shall at its own expense supply the Seller with all necessary documents, data and other information and also give the Seller access to staff, suppliers and such other persons as they may require within sufficient time in order to enable the Seller to provide the Service in accordance with these terms. The Buyer shall ensure the accuracy of all information supplied and ensure that it has retained copies of the same.
3.3 In order to remain efficient we follow a schedule of work that we have planned in advance. On occasions we may have to reject offers for other work to ensure that your work is completed to the agreed deadline. We request that you provide as much/all of the required information in advance of the project start date. Failure to do so may mean that the project is paused until the next available space.
3.4 In order to allow the Seller to provide an efficient service, the Seller shall be entitled to subcontract part or whole of the Service provided to such third parties as the Seller may in its absolute discretion think fit (without objection from the Buyer) and without having to give the Buyer notice of the same.
3.5 The Seller offers no guarantees as to the availability or interruption of the Service and cannot accept liability for losses caused by the unavailability, malfunction or interruption of the Service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
3.6 The Seller reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the service should the necessity arise.
3.7 The Seller will provide the Buyer with opportunity to review the [INSERT SERVICE] during the [INSERT] phase. At the completion of the project, such materials will be deemed to be accepted and approved unless the Buyer notifies the Seller otherwise within ten (10) working days of the date the materials are made available to the Buyer.
3.8 Email - the Seller cannot guarantee delivery or transmission of any email message or attachment which is sent or received using any Service provided by the Seller. Email messages and attachments are not backed up the Seller. In the event of a failure of the Service, such messages and attachments may not be retrievable.
4.1 The Buyer shall pay the Seller’s charges quoted separately for the Service.
4.2 Unless agreed otherwise with the Buyer all services require an advance payment of [INSERT %] on order, staged monthly payments and any remaining balance payable within [INSERT 28 days] of the date of invoice.
4.3 Quotations are valid for a period of 30 days. The Seller reserves the right to alter or decline to provide a quotation after expiry of 30 days.
4.4 All charges quoted to the Buyer for the provision of the Service are exclusive of any Value Added Tax, for which the Buyer shall be additionally liable.
4.5 Payments for the Service shall be paid by the Buyer (without any set-off or other deduction) within 28 days of date of the Seller’s invoice unless otherwise agreed in writing.
4.6 Invoices are normally sent by email. However, the Buyer may request to receive hardcopy invoices. Deposit invoices are due on receipt. All other invoices are given 28 days credit.
4.7 Payment for services should be by bank transfer (or cheque where agreed between both parties). Cheques should be made payable to GASP Creative and sent to [INSERT]. Bank details will be made available on invoices.
4.8 The Buyer agrees that invoices for part payment may be submitted covering work completed on the project if delay in completion of the project is due to the failure of the Buyer to provide any material, information, images or other content needed by the Seller to complete the project.
4.9 The Buyer agrees that the cost of any disbursements and out of pocket expenses including travelling costs will also be invoiced in addition to the sums mentioned under clause 4.1.
4.10 The Service provided by the Seller is subjective and the Buyer agrees that it cannot object to the Service on such grounds.
4.11 The Buyer agrees that it shall immediately inform the Seller in writing if it is dissatisfied with the Services whereupon the Seller shall have regard to such reasonable views of the Buyer (without obligation to be bound by the same) and/or either party may terminate the Service in accordance with Clause 6.
4.12 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller. The Seller shall be entitled to:
4.12.1 cancel the Service or suspend any further services which shall include disconnecting/cancelling and otherwise suspending the Buyers domain name, web-site hosting and e-mail services.
4.12.2 charge the Buyer interest (both before and after judgement) on the amount unpaid at the rate of 2 per cent per calendar month until payment is made in full (part of a month being treated as a full month for the purpose of calculating interest)
4.12.3 charge an administration fee of £40 plus V.A.T.
4.13 Hosting services. Where hosting is provided as part of the Service, it will be provided for twelve month periods from the commencement of the Service. In the event of termination in accordance with Clause 6, no refund or repayment of any hosting charge for the present twelve month period will be made by the Seller to the Buyer.
5. Rights In Materials Produced By The Service
5.1 The property and any copyright and other intellectual property rights in:
5.1.1 any materials documents and such like supplied by the Buyer to the Seller shall belong to the Buyer.
5.1.2 any materials documents and such like supplied by or created on behalf of or by the Seller for the Buyer shall, unless otherwise agreed in writing between the Buyer and the Seller, belong to the Seller but the Buyer shall be entitled to use such materials and documents for the purposes of their business only on a non-exclusive licence limited to the specific purpose or project remit provided that they have paid all sums due to the Seller.
5.2 Any information provided by the Buyer which is so designated by the Buyer shall be kept confidential by the Seller at all times.
5.3 The Buyer warrants and undertakes that any materials documents and such like provided by or on its behalf to the Seller for the purpose of providing the Service will not infringe the copyright or any other rights of any third party and the Buyer shall indemnify the Seller against any loss, damages, costs, expenses or other claims arising from any other branch of these terms.
5.4 The parties shall keep all information obtained about each other’s business as confidential both during the currency and following the termination or expiry of the Service.
6.1 Either party may terminate the Service at any time by giving not less than thirty (30) days written notice without prejudice to the Seller’s rights to demand payment for the work done by it up to the date of termination. Email requests for termination of services will not be honoured until and unless receipt of the email is acknowledged by the Seller.
7. Warranties and Liability
7.1 The Seller shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from any material supplied by the Buyer or instructions supplied by the Buyer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Buyer.
7.2 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under there terms for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claim (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the provision of the Service (including any delay in providing or failure to provide the Service) or its use or implication by the Buyer and the entire liability of the Seller under or in connection with the Service shall not exceed the amount of the Seller’s charges for the provision of the Service.
7.3 The Seller warrants that the service provided is guaranteed for 12 months to cover faults and bugs discovered after publication but only where the Seller is at fault.
7.4 The Buyer retains the copyright to data, files and graphic logos provided by the Buyer and grants GASP Creative the right to publish and use such material. The Buyer must obtain permission and rights to use any information or files that are copyrighted by a third party. The Buyer shall guarantee that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
8.1 These terms constitute the entire agreement between the parties and supersede all previous representations, understandings or agreements. Payment of the deposit or fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is also an acceptance of our Terms and Conditions.
8.2 No failure or delay by either party in exercising any of its rights under these terms shall be deemed to be a waiver of that right.
8.3 Nothing in these terms confers any rights on any person pursuant to the Contracts (Rights of Third Parties) Act 1999. Accordingly, the rights under these terms cannot be assigned without the express written consent of all the parties hereto.
8.4 Disputes - any disputes concerning these terms or any of them shall be resolved by mutual agreement within 21 days and in default of which shall be referred to a mediator appointed by [INSERT]. The cost of such mediation to be borne equally by the Parties.
8.5 Design Credit – a link to GASP Creative will appear in either small type or a small graphic at the bottom of the Buyer’s website. If a graphic is used, it will be designed to fit on with the overall site design. The Buyer also agrees that the product and/or services developed for the Buyer may be used in the Seller’s portfolio and marketing activity.
8.7 Post Launch Alterations - GASP Creative cannot accept responsibility for any alterations caused by the Buyer or another third party once the product and/r service is live and the Buyer has been granted access to update their own product and/or services. Such alterations include, but are not limited to additions, modifications or deletions.