DW Graphic Design Ltd Terms & Conditions

 ‘Company’ refers, where appropriate, to DW Graphic Design Ltd. This set of standard conditions does not apply in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so.

In these conditions, ‘electronic file’ means any text, illustration or other matter supplied to the company in digitised form on disk, through a modem, email, FTP or any other communication link.

DW Graphic Design Ltd will carry out work where an agreement is provided either by email, telephone or mail. An ‘order’ is deemed to be a written or verbal contract between DW Graphic Design Ltd and the client, this includes both telephone and email agreements. By placing an order with DW Graphic Design Ltd, you confirm that you are in agreement with and bound by the terms and conditions below.

1. Price Variation

Estimates are based on the company’s current costs of production and unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

 2. Tax

The company reserves the right to charge the amount of any value added tax payable, whether or not included on the estimate or invoice.

3. Preliminary Work

All work carried out, whether experimentally or otherwise, at customer’s request shall be charged. An ‘order’ is deemed to be a written or verbal contract between DW Graphic Design Ltd and the client, this includes both telephone and email agreements. Print and website design, concepts, graphics and any bespoke programming code, remain the property of DW Graphic Design Ltd until all outstanding accounts are paid in full and agreed transferred.

4. Copy

A charge may be made to cover any additional work involved where copy supplied is not clear and legible, or DW Graphic Design are requested to input data (soft copy) from hard copy supplied.

5. Electronic Files / Website Design

(a) DW Graphic Design will back up files, but it is the customer’s responsibility to maintain a copy of any original electronic file.

(b) The company shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed.

(c) Without prejudice to clause 15, if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action, the company may make a charge for any resulting additional cost incurred.

6. Proofs

Proofs of all work may be submitted for customer’s approval and the company shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the company’s judgement, changes therefrom made by the customer shall be charged extra.

7. Colour Print Proofs

Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed.

8. Design for Web and Print

Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, DW Graphic Design Ltd cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.

DW Graphic Design Ltd cannot take responsibility for any copyright infringements caused by materials that have been submitted by the client. We reserve the right to refuse any material of a copyrighted nature supplied to us unless adequate proof is given of permission to use such material.

The website, concepts, graphics and any programming code, remain the property of DW Graphic Design Ltd until all outstanding accounts are paid in full and if in part or full transfer of ownership is agreed with DW Graphic Design Ltd.

Any bespoke scripts, cgi applications, php scripts, or software (unless specifically agreed) written by DW Graphic Design Ltd, remain the copyright of DW Graphic Design Ltd and may only be commercially reproduced or resold with the permission of DW Graphic Design Ltd.

Any additions to the brief will be carried out at the discretion of DW Graphic Design Ltd and where no charge is made by DW Graphic Design Ltd for such additions, DW Graphic Design Ltd accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.

The client agrees to make available as soon as is reasonably possible to DW Graphic Design Ltd, all materials required to complete the site to the agreed standard and within the set deadline. 

DW Graphic Design Ltd will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.

DW Graphic Design Ltd will not be liable or become involved in any disputes between the project/site owner and their clients and cannot be held responsible for any wrong doing on the part of a website owner.

DW Graphic Design Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.

DW Graphic Design Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

9. Delivery and Payment

(a) Delivery of work shall be accepted when tendered and thereupon, or if earlier on notification that the work has been completed, payment shall become due.

(b) Unless otherwise specified, the price is for delivery of the work to the customer’s address as set out in the estimate. A charge may be made to cover any extra costs involved or for delivery to a different address.

(c) Should expedited delivery be agreed, an extra may be charged to cover any overtime or any other additional costs involved.

(d) Should work be suspended at the request of, or delayed through any default of the customer for a period of 30 calendar days, the company shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

(e) DW Graphic Design Ltd reserve the right to charge statutory interest plus the Bank of England base rate on all overdue invoices. The payment is deemed late after agreed terms client terms:

       • The customer gets the invoice.

       • The goods have been delivered or service provided (if this is later).

(f) New clients: A deposit is required from any new client before any work is carried out. It is the DW Graphic Design Ltd policy that any outstanding accounts for work carried out by DW Graphic Design Ltd or its affiliates, are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with DW Graphic Design Ltd. Once a deposit is paid and work completed, you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due. If accounts are not settled or DW Graphic Design Ltd have not been contacted regarding the delay, access to the related design print or website may be denied and digital media or web pages removed. We will then pass such cases to the Small Claims Court to pursue payment. Non payment can result in County Court Judgements (CCJ’s) being added to the clients credit rating. Following consistent non payment of an invoice, our Solicitors will contact the client in question with a view to taking the matter further and if needs be, to seek payment through legal procedures and if necessary, court summons.

(g) Once a design, print item or website has been designed and completed, the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the item or website, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been completed. Non payment will result in legal action being taken if necessary.

(h) Website hosting: We offer hosting services by buying means of a Reseller Account with Heart Internet. Should you require any additional information, please refer to the Heart Internet’s own websites for their terms and conditions.

10. Ownership and Risk

(a) The risk in all goods delivered in connection with the work shall pass to the customer on delivery.

(b) Goods supplied by the company remain the company’s property until the customer has paid for them and discharged all other debts owing to the company. Once all amounts due to us from you are paid and cleared, you are assigned the rights to use, as applicable, the products and services including the design, print or web site which includes the text, graphics, animation, audio components and digital components contained within the finished project or website, in accordance with these terms and conditions. The Project Agreement and any applicable agreement, terms or licence but no rights of ownership, are conveyed unless specifically stated in the Project Contract. No such rights as described in above will pass, until all amounts due to us from you are paid. This means that we will have a lien over any service, products, data or information. If you have not paid the invoice in full within 2 months from the date of the invoice, you agree that you will forfeit your rights. The rights to photographs, graphics and any third party items such as source code, always remain the property of their respective owners. Unless you have our specific written agreement in the Project Contract, all products including Content Management Systems, interfaces, navigational devices, menus, menu structures or arrangements, icons, help, all operational instructions, scripts, cgi applications, software, programming/source code and all other components of any source or object computer code that comprises the Website, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content and design elements used or developed and all software, and our products and results of our services remain our property and we retain full ownership rights and all intellectual property rights. You specifically agree not to do anything that may in any way infringe upon or undermine our rights, title, or interest in the Website or our products and services. This includes, but is not limited to, any sale, transfer or gift of the whole or of any part of any item, data or anything whatsoever that we own. You fully understand that we may reproduce, reuse, develop and use in any other way we choose.

(c) If the customer becomes insolvent (as set out in clause 16) and the goods have not been paid for in full, the company may take the goods back and if necessary, enter the customer’s premises to do so, or to inspect the goods.

(d) If the customer shall sell the goods before they have been paid for in full, he shall hold the proceeds of sale on trust for the company in a separate account until any sum owing to the company has been discharged from such proceeds.

(e) Passing of Rights: Once all amounts due to us from you are paid and cleared, you are assigned the rights to use as applicable; the products and services, including, the web site which includes the text, graphics, animation, audio components and digital components contained within the finished web site, in accordance with these terms and conditions, the Project Agreement and any applicable agreement, terms or licence but no rights of ownership are conveyed unless specifically stated in the Project Contract.

(f) No such rights as described in above will pass until all amounts due to us from you are paid. This means that we will have a lien over any service, products, data or information. If you have not paid the invoice in full within 2 months from the date of the invoice, you agree that you will forfeit your rights.

(g) The rights to photographs, graphics, illustrations and any third party items such as source code, always remain the property of their respective owners.

(h) Unless you have our specific written agreement in the Project Contract, all products including Content Management Systems, interfaces, navigational devices, menus, menu structures or arrangements, icons, help, all operational instructions, scripts, cgi applications, software, programming/source code, and all other components of any source or object computer code that comprises the Website, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content and design elements used or developed and all software and our products and results of our services, remain our property and we retain full ownership rights and all intellectual property rights. You specifically agree not do anything that may in any way infringe upon or undermine our rights, title, or interest in the Website or our products and services. This includes, but is not limited to, any sale, transfer or gift of the whole or of any part of any item, data or anything whatsoever that we own. You fully understand that we may reproduce, reuse, develop and use in any other way we choose, anything within our ownership.

11. Claims

Advice of damage, delay or loss of goods in transit or of non-delivery, must be given in writing to the company and the carrier within 3 clear days of delivery (or, in the case of non-delivery, within 28 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to the company and the carrier within 7 clear days of delivery (or, in the case of non-delivery, within 42 days of notification of despatch). All other claims must be made in writing to the company within 28 days of delivery. The company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with, except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

12. Liability

(a) The company shall not be liable for indirect loss or third party claims occasioned by delay in completing the work, or for any loss to the customer arising from delay in transit, whether as a result of the company negligence or otherwise.

(b) Insofar as is permitted by law, where work is defective for any reason including negligence, the company’s liability (if any) shall be limited to rectifying such defect. Where the company performs its obligations to rectify defective work under this condition, the customer shall not be entitled to any further claim in respect of the work done nor shall the customer be entitled to treat delivery thereof as a ground for repudiating the contract, failing to pay for the work or cancelling further deliveries.

(c) Nothing in these conditions shall exclude the printer’s liability for death or personal injury as a result of its negligence.

(d) Website design/digital data: DW Graphic Design Ltd cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.

Any cgi applications, scripts or software (unless specifically agreed) written by DW Graphic Design Ltd remain the copyright of DW Graphic Design Ltd and may only be commercially reproduced or resold with the permission of DW Graphic Design Ltd.

Where applications or sites are developed on servers not recommended by DW Graphic Design Ltd, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.

The client is expected to test fully any application or programming relating to a site developed by DW Graphic Design Ltd before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, DW Graphic Design Ltd will endeavour (but is not obliged) to correct these issues to meet the standards of function outlined in the brief.

13. Standing Material

(a) Metal, film and other materials owned by the company and used by them in the production of type, plates, film-setting, negatives, positives and the like, shall remain their exclusive property. Such items when supplied by the customer shall remain the customer’s property.

(b) Type may be distributed and lithographic or photogravure film and plates, tapes, disks or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.

(c) The printer shall not be required to download any digital data from his equipment or supply the same to the customer on disk, tape or by any communication link unless written arrangements are made to the contrary.

14. Customer’s Property

(a) Customer’s property and all property supplied to the printer by, or on behalf of the customer shall, while it is in the possession of the company or in transit to or from the customer, be deemed to be at customer’s risk unless otherwise agreed and the customer should insure accordingly.

(b) The company shall be entitled to make a reasonable charge for the storage of any customer’s property left with the company before receipt of the order or after notification to the customer of completion of the work.

15. Materials Supplied by the Customer

(a) The company may reject any file, disks, paper, plates or other materials supplied or specified by the customer which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production, may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the company in ascertaining the unsuitability of the materials, then that amount shall not be charged to the customer.

(b) Where materials are so supplied or specified, the company will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

(c) Quantities of materials supplied shall be adequate to cover normal spoilage.

16. Insolvency

Without prejudice to other remedies, if the customer becomes insolvent (namely, being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him), this company shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.

17.General Lien

Without prejudice to other remedies, in respect of all unpaid debts due from the customer, the company shall have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the customer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts and shall when accounting to the customer for any balance remaining, be discharged from all liability in respect of such goods or property.

18. Illegal Matter

(a) The company shall not be required to print any matter which in his opinion is, or may be of an illegal or libellous nature, or an infringement of the proprietary or other rights of any third party.

(b) The company shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall include (without limitation), any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.

19. Periodical Publications

A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given. In the case of periodicals produced monthly or more frequently, 26 weeks notice in writing is given. Notice may be given at any time but wherever possible, should be given after completion of work on any one issue. Nevertheless, the company may terminate any such contract forthwith should any sum due thereunder remain unpaid.

20. Force Majeure

The company shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the customer; failure of power supply; lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute; or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency, the customer may by written notice to the printer, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.

21. Law

These conditions and all other express and implied terms of the contract, shall be governed and construed in accordance with the laws of England.