Terms of business
1. The Contract
1.1 These terms apply to all orders placed with Forme Creative Media Limited by The Client. For the purpose of this document, an order is defined as confirmation in writing of a quote being accepted by email. The receipt of order by you, constitutes your acceptance that our conditions are the only conditions that apply to the contract. Payment of your first invoice by you, constitutes your acceptance of our terms and conditions.
1.2 Your agreement and business relationship is with Forme Creative (Forme Creative Media Limited. Registered address: 7 Solihull Lane, Hall Green, Birmingham B28 9LS, Company registration number: 7875955) for the length of your project and any ongoing services thereafter.
1.3 Quotations must be accepted in writing and orders are accepted subject to our right to adjust prices due to an increase in wages, taxation, production costs or other reasonable increases. Forme Creative will carry out work specified within the quotation document. Quotations are valid for 30 days and all prices are subject to VAT.
2. Invoicing & Payment
2.1 Unless otherwise agreed, our standard invoicing terms are 50% on instruction as a non-refundable deposit invoice. Work will only commence upon clearance of these funds. The balancing amount will be payable as set out in the quotation and invoiced upon completion of project, delivery of goods or final sign-off. If no requests for amendments are specified, or if the client fails to provide copy and/or instruction within 28 days, the balancing amount will be invoiced and deemed payable. All balancing invoices for websites must be settled in full prior to launch.
2.2 Invoices are payable within 14 days of the dated invoice unless agreed otherwise. Any late payments will incur a cost of 5% per month above the Bank of England base rate. Forme Creative reserves the right to take down any websites due to an overdue account or unpaid invoices without notifying the client beforehand.
2.3 We accept payments via BACS, CHAPS transfer or cash.
2.4 Any objections to invoices must be made within 7 days of invoice date, after this period invoices are deemed as accepted. We endeavour to respond to and rectify any reasonable issues arising quickly and efficiently.
2.5 We reserve the right to refuse completion or delivery of work until past due balances are paid.
2.6 If we must contact debt collection agencies to collect our invoices, we will be entitled to reasonable fees and court costs at the maximum rate permitted by law.
3. Website Development
3.1 If the project includes XHTML or HTML markup and CSS templates, we will develop these using valid XHTML 1.0 Strict markup and CSS2.1 + 3 for styling. We will test all our markup and CSS in current versions of all major browsers including those made by Apple, Microsoft, Google and Mozilla. We will also test to ensure that pages will display visually in a similar albeit not necessarily an identical way, in other browsers.
3.2 We will not test these templates in old or abandoned browsers unless otherwise specified. If you need to show the same or similar visual design to visitors using older browsers, we will charge you at the current daily rate set out in our original estimate for any necessary additional code and its testing.
3.3 We reserve the right to assign subcontractors in whole or as part of a project if needed.
3.4 We endeavour to create pages that are accessible to search engines. However, we can give no guarantee that the site will rank highly in search engines if you do not choose to invest in search engine optimisation or any other marketing strategies post launch.
3.5 If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then you agree that we can apply a nearest available alternative solution.
3.6 You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner too. Both parties will be bound by any dates that we set together.
3.7 We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage.
3.8 We will maintain the confidentiality of any information that you give us and you agree not to convey any confidential information about us to another party, unless we agree beforehand.
3.9 During a project it is important that you communicate information to us in order to achieve the required result.
3.10 If you request a third party access and change any code on your completed website, you assume full responsibility for any issues which occur as a result of this. This includes any functionality errors or the page displaying incorrectly. If you instruct us, and we agree to repair any compromised code or files this will be chargeable at £45+vat per hour.
4.1 Any costs for print production must be paid as stated at quotation stage. Certain print jobs will only be dispatched when payment is settled in full. We cannot be held responsible for delays caused in waiting for funds to clear.
4.2 The client will accept over runs or under runs that do not exceed 5% of the quantity ordered on all jobs. Forme Creative will bill for actual quantity delivered within this tolerance. If the client requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
4.3 If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in any way be held responsible for quality, price, performance or delivery.
5. Project Work
5.1 New work requested by the client and performed by Forme Creative after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a revised quotation to you, and a revised additional fee must be agreed to by both parties before further work proceeds.
5.2 Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates. It is the client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Forme Creative is not liable for errors or omissions. Written approval by a representative is required on artwork prior to release for printing or other implementation.
5.3 We maintain the right to refuse any material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing or in any breach of confidence, copyright, privacy or any other right or in any way thought to be unsuitable for reproduction.
5.4 Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate.
6.1 The client agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
6.2 When we receive your final payment, copyright is automatically assigned as follows:
– The client owns the graphics and other visual elements that we create for you for this project. Upon receiving a request in writing, we will give you a copy of these files and you should store them safely as we are not required to keep them or provide any native source files that we used in making them.
– The client owns text content, photographs and any other data that you provided, unless someone else owns them.
– Forme Creative owns the XHTML markup, CSS and other code and we license it to you for use on only this project. If a client requires transfer of intellectual property rights of source code, this will be agreed separately along reasonable compensation for the privilege.
6.3 We reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, magazine articles and in books about web design.
6.4 We place a discreet link in the footer of your website linking back to our website. If you prefer for this to be removed please advise us before project completion.
Forme Creative will perform its obligations under these Terms with reasonable skill and care. Our liability for loss or damage suffered by you in respect of goods or work carried out shall be limited to the contract value of the goods. In respect of websites being taken down in the event of overdue accounts, we accept no responsibility for damages (indirect or direct, loss of profits, revenue or goodwill of the client) and any claim will be void. Nothing in these terms and conditions shall affect the rights of the consumer.
Forme Creative does not offer exclusivity to any client for a defined industry. If this is a requirement then an acceptable fee and reasonable duration will be negotiated on a case-by-case basis.
We can’t guarantee that the functions contained in any completed web site will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.
This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.
All materials or property belonging to The client, as well as work performed, may be retained as security until all just claims against The client are satisfied.
The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorised purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result.
Upon termination of this agreement, Forme Creative will transfer to the client all property and materials in our control and for which you have paid. The client will indemnify and hold Forme Creative harmless for any loss or expense, and agree to defend Forme Creative in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertations made against the client and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
Forme Creative Media Ltd reserve the right to change these Terms & Conditions at any time without prior notice. You will be notified should any adjustments arise.
You cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
We reserve the right to terminate the project at any time without prior notification if you breach this agreement and no refunds will be given in such a situation.
A copy of the above Terms & Conditions may be printed and signed by Forme Creative Media Ltd and The Client at the Clients request. Forme Creative Media Ltd reserve the right to ask for signed agreement to these Terms and Conditions at any point during a project or working relationship.
This contract is a legal document governed by English Law and are under exclusive jurisdiction of the English Courts.
Modified June 2014