terms &
conditions

Definitions

“Agreement” means these Terms and Conditions together with the Agreement and the Estimate. ”Supplier” shall mean Farrow Creative Limited. “Client” shall mean the Client of Farrow Creative Limited for whom the services are performed. “Services” shall mean all work performed by the Supplier on behalf of the Client. “Estimate” shall mean the Estimate for the Services provided to the Client by the Supplier.

Terms & Conditions

These Terms and Conditions shall apply to all Agreements for the supply of Services by the Supplier to the Client. Before the start of the Services the Supplier will submit an Agreement to the Client with an Estimate.

The Supplier shall use reasonable endeavours to complete the Services within any estimated time frames. The placement of an order offered in writing by the Supplier and/or validated by the Client’s payment of the agreed advance payment on account constitutes acceptance of the Estimate and Agreement to comply fully with the Agreement and forms a contract for business between the Supplier and the Client.

Copyright is retained by the Supplier on all design work including words, pictures, ideas, visuals unless specifically released in writing and after all costs have been settled. The Supplier accepts no responsibility for text, images, artwork or any other content provided by the Client.

If a choice of design is presented, only one solution is deemed to be given by the Supplier as fulfilling the contract. All other designs remain the property of the Client, or rightful copyright or trademark owner, unless agreed in writing that this arrangement has been changed.

Acceptance of Services

The Supplier will provide the Client with a written Estimate. If the Client wishes to proceed, the Supplier reserves the right to request 50% of the quoted fee in advance of commencement. Work will not commence until the Supplier has received this amount.

If the Client requests work additional to that included in the Estimate then the Supplier will provide an additional Estimate for acceptance. Otherwise the additional work will be charged at the prevailing hourly rate.

Payment

The Client will endeavour to settle invoices from the Supplier as soon as they are received but by the latest 15 days from the date of issue. . Should full payment not be received within 15 days after the Client’s receipt of an account from the Supplier the sum outstanding shall bear interest in accordance with the Late Payments of Commercial Debts (Interest) Regulations 2002, where the regulations apply, and interest equivalent to the Bank of England base rate plus 8% will be applied and work on the Services to be provided may be suspended until full payment is received.

Returned cheques will incur an additional fee of £25 per returned cheque. The Supplier reserves the right to consider an account in default in the event of a returned cheque.

Default

The Supplier reserves the right to consider an account in default if it remains unpaid for more than 15 days from the date of invoice, or following a returned cheque. Following those events the Supplier shall be entitled to remove its material, and/or the Client’s material, from any or all computer systems until the amount due has been paid in full and the Client will indemnify the Supplier from the costs of so doing. This removal may include, but is not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.

Removal of such materials does not relieve the Client of obligation to pay the due amount. Accounts remaining in default agree to pay the Supplier reasonable legal expenses and third party payment collection fees in the enforcement of these terms and conditions.

Copyrights and Trademarks

By supplying text, images and other data to the Supplier for inclusion in the Client’s website or other medium the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.

Any artwork, images or text supplied and/or designed by the Supplier on behalf of the Client, will remain the property of the Supplier and/or its suppliers. The Supplier asserts the right to be identified as the author of the artistic work contained in the Services provided.

By supplying images, text, or other data to the Supplier the Client grants the Supplier permission to use this material freely in the pursuit of the design.

Should the Client or the Supplier submit an image, text, audio clip or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow the Supplier to remove and/or replace the file on the site.

The Client agrees to fully indemnify and hold the Supplier free from harm in any and all claims resulting from the Client not having obtained all the required copyright, and/or any other necessary provisions.

Alterations, Amendments, Revisions and Changes

The Client agrees that changes over and above the estimated work, or required to be carried out after acceptance of the draft design, will be liable to a separate charge. The Client further agrees that the Supplier accepts no responsibility for any amendments made by any third party, before or after a design is published.

Data Formats

Text is to be supplied to the Supplier in electronic format as standard text (.txt), MS Word (.doc) via e-mail or CD-Rom.

Images which are supplied in electronic format are to be provided in a format as prescribed by the Supplier via e-mail or CD-Rom. Images must be of a quality suitable for use without any subsequent image processing and the Supplier will not be held responsible for any image quality which the Client later deems to be unacceptable. The Supplier cannot be held responsible for the quality of any images that have been scanned.

Additional expenses may be incurred by the Supplier for any necessary action including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry Services. Such costs, including a service charge, will be borne by the Client.

Duration of Services

Estimated Services duration should be deemed to be from the date that cleared funds are received by the Supplier for the initial payment or by a date confirmed in writing by the Supplier. The Supplier will use reasonable efforts to complete the work within any estimated timescale.

Rights of Access for Website Construction

The Client agrees to allow the Supplier all necessary access to computer systems and other locations, as required, in order to complete a website and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The Client agrees to allow the Supplier access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

The Client agrees to submit the Supplier with all the necessary materials, electronic or otherwise, required to create and complete the Services, and to supply them in a timely manner.

Website Design

Following the completion of the Client’s website, a review period of 14 days will follow. If it transpires that the Client requires changes or amendments to the website, the Supplier will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small text changes and small adjustments to placement of items on the page. They do not include major text re-writes, re-pagination, re-sizing, changes to images, colour schemes or any navigation features all of which will be charged at our prevailing hourly rate. Any minor changes can be notified to the Supplier by e-mail, fax, or post.

At the Client’s request we will endeavour to register a domain name on the Client’s behalf. However, the Supplier cannot guarantee the availability of any domain name.

Hosting Websites

The Supplier does not offer in-house hosting Services. The Client remains responsible for appointing a hosting service. The Supplier may provide the contact details of some such providers but accepts no responsibility as to their suitability and will accept no liability whatever the cause.

The Supplier may inform the Client that their current hosting arrangements may not be satisfactory or acceptable because of, for example, poor service, or lack of bandwidth. It is the Client’s responsibility to provide a hosting service suitable to the website being provided by the Supplier.

Search Engine Submission

The Client agrees that the Supplier is not responsible for the availability, rankings or timescales of any search engine used.

Expenses

In addition to fees for Services reimbursable expenses are to be compensated on the basis of the amounts charged to the Supplier plus a service charge. Reimbursable expenses incurred by the Supplier in the provision of its Services such as expenses for reproductions, postage, couriers, and travel. Mileage will be charged at 50p per mile. Traveling time will be charged on a time charge basis at the rate prevailing.

Rights of Refusal

The Supplier will not include in its designs any text, images or other material that it deems to be immoral, offensive, or illegal. All advertising material must conform to all standards laid down by the relevant standards authorities.

Cancellation

In the event that the Client wishes to cancel the Agreement, the Client agrees to provide two weeks notice in writing to the Supplier. The Client will be invoiced for all work completed to date plus, but not limited to, any cancellation charges necessarily incurred via third parties or others involved in the Services and contracted to the Supplier.

Disclaimer

Except in the case of death or personal injury caused by the Supplier’s negligence, our liability under or in connection with this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the cost of the services provided by the Supplier under this Agreement.

The Supplier reserves the right to use sub-contractors, agents and suppliers and any work, content, Services and usage is bound by their terms and conditions. The Supplier will not knowingly perform any actions to contravene these and the Client also agrees to be so bound. The Client, in respect of any work in connection with the Services performed or to be performed by any person other than the Supplier, shall hold such person responsible for the competence and performance of the Services and visits to the site in connection with work undertaken by such person, and hold the contractor responsible for the management and operational methods necessary for the proper carrying out and completion of the work and for health & safety provisions.

Estimates

All Estimates given by the Supplier will be valid for 30 days from the date of the Estimate. If the Client’s final order changes from the original Estimate the Supplier reserves the right to vary the Estimate or decline to re-estimate.

Notices

Any notice to be given to either party to the other may be served by e-mail, personal service or by post to the address of the other party and will be deemed to have been received by the other party on the same day that the e-mail is sent, or the same day the notice is personally delivered, or the day the notice arrives in the post.

Entire Agreement

These Terms and Conditions, together with the Estimate and the Agreement, contain the entire Agreement between the parties.

No Third Parties

Nothing in this Agreement is intended to, nor shall it confer, any rights on a third party.

Data Protection

In signing the Agreement, you authorise us to retain your details and we reserve the right to disclose these details to a third party should this be necessary to complete our obligations under this Agreement or in the event of non-payment of any sums due. Other than as already stated, we will not release your details.

The Agreement

If any part of this Agreement is found to be invalid or unenforceable, then the remainder of these Terms & Conditions will not be affected but will remain valid and enforceable.

This Agreement shall in all respects be governed by English Law and shall be deemed to have been made in England and both parties agree to submit to the non-exclusive jurisdiction of the English Courts.

The entire agreement comprises the signed Agreement, the Estimate, and these Terms and Conditions.