1) All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation.
GRADIWEB TERMS AND CONDITIONS
2) The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this, although the Client would be made aware of this well in advance. Charges are unlikely to deviate from those quoted unless requirements change significantly.
3) No creative or development work will commence until Gradiweb has received written approval of the quotation (by hand or by email) and – depending on the scope of the project – a minimum deposit of 30% or 50% of the agreed costs (unless otherwise agreed in writing). This ensures that Gradiweb is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage. This does not apply for Gradiweb's Consulting and Inbound Marketing services, for which a monthly package price is charged.
4) For retained work billed monthly, unless otherwise stated in the Proposal, the agreed monthly element of the Purchase Price shall be payable to Gradiweb by the first working day of the month, in advance of the work to be carried out.
5) Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g on delivery of printed items, publishing of website, sending of e-shot etc): failure to make final payment at this point may result in delays in project delivery.
6) If a quotation has been provided where a job will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before Gradiweb is able to progress to the next stage. Where a job has been quoted in two halves (initial 50% deposit and final 50% balance) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of Gradiweb.
7) Unless otherwise stated above or previously agreed in writing, all invoices are due within seven days of any invoice date. If the Client fails to make payment on a due date then without prejudice to any other right or remedy available to Gradiweb, Gradiweb shall be entitled to suspend or terminate the Service. In the event that any payments due under these terms and conditions become overdue, Gradiweb reserves the right to add a fee of 5% of the total cost of the concerning project.
8) Gradiweb will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Timelines provided are estimated but Gradiweb will not be held liable if the project overruns due to delays caused by the Client passing information or approval, or any third party issues or force majeure (act of God).
9) Costs provided allow for presentation of a minimum of two creative options per brief for the Client to choose from. In the unlikely event that the Client is not satisfied with the first round of presented work, Gradiweb will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, Gradiweb reserves the right to potentially bring to an end any agreement with the Client with no refund of deposit or payments made previously.
10) Regulation of alterations: Depending on the Client's Branding Request, we supply the following items to choose from to include in the project:
- 4 Brand Names and Slogans
- 2 Logo Versions
- 2 Packaging Versions
- 2 Web Design Versions
- 2 Business Card Versions
- 2 Banner Versions
- 2 Flyer Versions
- 2 Brochure Versions
- 1 Social Media Profile Design (different ones for various Social Networks)
- 2 Versions of Corporate Identity Manual
Once the Client has chosen one of the presented versions, the Client can ask for the following alterations of the chosen version:
- Logo: 3 alterations
- Packaging: 3 alterations
- Web Design: 4 alterations
- Business Cards: 3 alterations
- Banners: 2 alterations
- Flyer: 3 alterations
- Brochures: 3 alterations
- Social Media Profiles: 3 alterations
- Corporate Identity Manual: 4 alterations
(b) If you request further alterations, or the addition of new information after the second draft, resulting in any further drafts being supplied, the additional work will be charged as Additional Costs at Gradiweb's then current Professional Rates.
(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at Gradiweb's then current Professional Rates.
11) Gradiweb shall be responsible for testing all front-end code prior to Completion. If the Services include provision of Web Pages then following Approval by the Client of the Web Pages and the code, any additional changes or upgrades required by the Client shall be considered to be outside the original Project Summary and chargeable.
12) In terms of the Proposal, Gradiweb shall provide a Proposal to the Client for each project. The Proposal forms part of this agreement. The Client assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal. The Client shall return the signed Proposal by letter, fax or email as described in clause. Upon receipt of this order acknowledgement, a contract shall be created between Gradiweb and the Client for the supply of the Service. By purchasing the Service, the Customer acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.
13) At the end of each stage of the process (including - but not limited to - before sending an item to print or publishing a website etc.) the Client will need to sign-off’ their approval either in person or by email. No further development can be undertaken until Gradiweb is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the Client would be made aware of this in advance.
14) Costs provided allow for occasional meetings at key stages for a reasonable length of time between Gradiweb and client. Some meetings may incur additional charges for time spent, although the Client would be made aware of this in advance.
15) Unless otherwise specified, costs quoted exclude the following where relevant: VAT; print; commissioned illustration, photography or stock images; image retouching; image scanning; postage, web hosting and domain name (unless otherwise stated; it will often be a prerequisite to host on one of Gradiweb's competitively priced servers, particularly if a website incorporates an e-commerce or content management system); other third-party costs incurred (such as merchant bank and payment gateway charges) etc.
16) The cost of Bought in Services (if any) will be estimated in advance for Approval and, once Approved, will be payable in full by the Client in advance.
17) Until payment is received in full, all designs, content, artwork and rights to design, create content and artwork (whether in digital or printed format) remain the intellectual property of Gradiweb. Full copyright and ownership of all ‘commissioned’ work will reside with Gradiweb until full payment has been received, at which point Gradiweb will surrender to the Client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing and Gradiweb’s right to use the work for self-promotion in its portfolio, in presentations, in advertising, in print and online.
18) It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.
19) Gradiweb shall not post any Content onto the Website without prior Approval of the Client or those acting on behalf of the Client. The Client will procure that Approval is given to Gradiweb as promptly as possible and shall be responsible for the accuracy and completeness of the approved Content. Unless the Client requires Gradiweb only to act on instructions of named individuals, Gradiweb (acting reasonably) is entitled to rely on all Approvals purported to be given on behalf of the Client.
20) In terms of Pay Per Click (“PPC”) Service, Gradiweb will create ads based on the Client Content and will distribute the Ads through the Client Distribution Networks. The Client will have the opportunity to review and approve all PPC campaigns prior to launch. The Client will be solely responsible for all content associated with any PPC campaign. Fees are based upon the number of clicks on ads by users, based on the cost per click (“CPC”) rate set forth in the applicable Order.
21) Gradiweb will not at any time or in any manner, either directly or indirectly, use for Gradiweb's personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the Client. We will act reasonably to protect such information and treat it as strictly confidential.
22) The Client agrees to indemnify Gradiweb and keep Gradiweb indemnified and hold Gradiweb harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. Gradiweb is not liable for any loss that may occur before, during or after the development of projects undertaken. Gradiweb will not be held responsible for any delays, errors or losses arising from any third party.
23) The Client agrees to alert Gradiweb in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. Gradiweb will not be liable for any claims made after this period.
24) For all web related projects, unless specifically stated, the Client will retain 100% ownership of the web page design only (ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations).
25) Gradiweb offers a web hosting service to host the websites Gradiweb has built for the Client. This is recommended in order to ensure ongoing quality of service and is a mandatory requirement for websites incorporating a content management system (CMS) or e-commerce system. Although the standard of Gradiweb's hosting packages are high, Gradiweb is unable to guarantee 100% up-time (as no web host would) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. Gradiweb makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall Gradiweb, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on Gradiweb's servers.
26) In terms of SEO services, Gradiweb advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the Client understands that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services. The SEO Service may include the optimization of the chosen number of keywords and the application of “on page” and “off page” SEO strategies for the Client’s website, with the goal of obtaining improved ranking in organic search engine results. The Client acknowledges that, although Gradiweb will use reasonable efforts to optimize the ranking of the Client’s ads based on the selected keywords, Gradiweb makes no guarantee that the Client’s search ranking position will be maintained or optimized. The Client agrees that Gradiweb will not be liable for any unfavorable ranking results, whether such unfavorable results arise from the SEO Service or from an act or omission of the applicable search engine.
27) In terms of Email Marketing Service, Gradiweb’s Email Service includes the creation of email marketing campaigns and messages based on the Client Content and on its users’ behavior as well as the transmission of email messages on behalf of the Client. The Client will have the opportunity to review and approve all email marketing messages prior to the launch of an email marketing campaign under the applicable Order. Gradiweb will determine the transmittal date and time and will specify (i) whether Gradiweb or the Client determines the recipient list and (ii) the number of recipients and the number of transmittals to the recipient list. Gradiweb does not make any representations or warranties about deliverability or open rates. Upon request of Gradiweb, the Client will provide its Do-Not-Email list for Gradiweb’s use in deleting addresses on such list from the recipient list. The Client represents and warrants that its Do-Not-Email list includes addresses for all recipients who have opted out of receiving emails from the Client.
28) In terms of Social Media Service, Gradiweb’s Service includes the creation and maintenance of the Client’s social media accounts (e.g. Facebook, Twitter, Instagram, Google+, etc.) on the sites as agreed upon by Gradiweb and the Client. To the extent the Client’s social media accounts are already claimed by the Client or its representative, the Client will provide administrative credentials for such social media outlets to enable Gradiweb to provide the Social Media Service as contemplated herein. The Client shall have the opportunity to review and approve all social media posts, tweets, and other social media statements or content prior to publication of the post, tweet, statement or other content distributed by or on behalf of the Client via the Client’s social media accounts. The Client will ensure that all such content complies with applicable law and applicable social media service’s terms of service as such terms of service may be modified from time to time.
29) Appropriate credit and acknowledgment for work produced by Gradiweb should be attributed to Gradiweb where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for Gradiweb’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the Client.
30) These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. The Gradiweb reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.