1. GENERAL – These conditions of Piranha Designs (PDG) apply to the exclusion of any terms or conditions of the Customer. No variation of these conditions will be binding on PDG or form part of any contract unless expressly accepted by PDG in writing.
2. ESTIMATES – PDG will usually attempt to estimate a price. Where possible a full brief, preferably in writing should be supplied by the Customer to PDG before such an estimate can be prepared.
3. COST VARIATIONS – All prices quoted are, in the absence of specific written agreement to the contrary, estimated only. PDG quotations for design work are based upon projected working hours at the current studio rate, plus materials, and are subject to amendment on or after acceptance to meet any rise or fall in such rates or material costs. Any increased charges or costs arising from alterations or additions to contractual specifications or to work previously approved, may be charged to the Customer. Other expenditure such as material sub-contracted on behalf of the Customer will be quoted separately.
4. CONSEQUENTIAL LOSS – PDG shall not be liable for any loss or damage, whether direct or consequential, which is or may be occasioned to the Customer or to any person with whom he is in contractual relations which is in any way attributable to any delay in performance or completion of any contract between PDG and the Customer, however that delay arises.
5. CUSTOMERS¹ PROPERTY – Customers property when supplied to PDG will be held at the risk of the Customer, although all reasonable care will be taken to prevent loss or damage. If 3rd parties are sub contracted by PDG and are to use this artwork to complete their requested task, then all artwork remains the property of the PDG customer and may not be copied or used in any manner by the 3rd party for their own works outside of PDG. Once the job has been completed all copies of the artwork either hard or soft are to be returned to PDG or be completely deleted from their systems or servers.
6. INITIAL WORK – Work produced, whether experimentally or otherwise, at Customer request will be charged for unless otherwise agreed in writing. If the Customer wishes to terminate an order at this stage, a termination invoice will be drawn up charging for time and materials up to this point.
7. PROOFS – Final proofs will be presented by PDG to the Customer for approval prior to publishing. When approval is given by the Customer in the form of a signature upon our approval stamp, he is assumed by PDG to have studied all aspects of the material presented and to be satisfied with them, noting any exceptions in writing.
8. IN THE EVENT THAT – (a) the customer becomes apparently insolvent ( within the meaning of the Bankruptcy)or makes any voluntary arrangement with it¹s creditors, or (b) a petition is presented or a resolution is passed to wind up the customer (other than for the purposes of reconstruction or amalgamation as a solvent company ), or (c) a receiver is appointed over the whole or any part of the assets of the Customer or an administration order is made in respect of the Customer, or (d) the Customer shall otherwise cease trading, or (e) any diligence, distress, execution or other process is levied or enforced against any property of the customer, then in any such event PDG shall ( without prejudice to any other right or remedy available to it ) be entitled to cancel any contract between itself and the Customer or suspend any further deliveries of goods or the provision of any further services under any such contract without any liability to the Customer and if any goods or services have been delivered or supplied but not paid for, the price of such goods and services shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.
9. COPYRIGHT – (a) The Customer shall not submit for use by PDG anything whose use would constitute an unauthorised dealing with copyright material. In the event of any breach of this condition resulting in such an unauthorised dealing, the Customer shall remain liable to pay all sums due to PDG under the relevant contract and shall further indemnify PDG against any loss, costs or expenses attributable to such unauthorised dealing.
(b) All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by PDG in implementation of any contract between PDG and the Customer shall remain with PDG until full payment has been received. For the purposes of these conditions, WORK means and includes any artistic, literary or dramatic work within the meaning of the (amended) Copyright.
10. PAYMENT – A payment will usually be taken when work begins. Invoicing may be split into agreed phases in the event of lengthy jobs. The final payment will be taken upon completion of finished artwork. Divided payments by standing order may be considered under certain circumstances such as regular consultancy or administrative work.
10.1 PAYMENT (Hosting, Maintenance/Support, Backup) – Depending on the package selected by the Customer the appropriate fees will be charged. Our standard support package terms are detailed below, other terms must be agreed in writing.
Standard Maintenance/Support includes:
Technical support
Bug fixes (of existing issues)
Daily or Weekly Backup of your data
Quick restore service – if your site goes down we will restore it to its backup as soon as possible.
It does not include:
Enhancements or changes to your website or system.
New designs or new functions.
11. TERMS – All payments must be made before the invoice due date, unless agreed otherwise. Prices quoted by PDG are exclusive of VAT which will, where appropriate, be payable by the Customers. Where Hosting invoices are overdue by 30 days Piranha Designs reserves the right to lock all email facilities; at 60 days the web site may be closed; at 90 days legal proceedings may commence.
12. TITLE – Ownership of any work delivered to the Customer under any contract between PDG and the Customer, or of any other goods delivered under any such contract, shall not pass to the Customer until payment in full of all sums due to PDG under such contract has been made to PDG. The risk of damage to or destruction of any item delivered by PDG to the Customer shall pass to the Customer upon delivery, notwithstanding that ownership of the item has not then passed, and the Customer shall ensure that such item is adequately insured from time of delivery.
13. SUB CONTRACTING – PDG may employ any person, company or firm as a sub-contractor for the production or provision of any printed or other item in accordance with any original design or other work produced by PDG for the Customer.
14. NON-PAYMENT – Failure by the Customer to meet financial obligations may result in legal proceedings by PDG under which circumstances ALL legal costs and other administrative expenses will be recoverable in full by PDG.
15. SEARCH ENGINES – A specific position in the search engine results is not guaranteed. We will make every attempt to obtain a Top Ranking for your keyword phrase’s, but are not liable for circumstances beyond our control. Such as change in policies of the search engines involved, spontaneous drops our other anomalies out of our control.
15b. We will not index sites that promote hate or discrimination based on race, religion, sex, age, sexual orientation or any other type of grouping. We reserve the right to refuse to promote any site we deem as unacceptable for any reason, without explanation.
15c. No retroactive refunds will be made, This service is a monthly, Quarterly our Yearly service. For purposes of this agreement, PDG shall have no responsibility under this agreement during periods when the search engine is not available either for searching or submissions. PDG will not be responsible for any further damages of any kind.
15d. The code that we actually use to index your page with the search engines is proprietary even though it is based on your original pages. The information (all codes, HTML, Java all work that has been manually done) may not be sold, used, or transferred another website without our written permission.
15e. We will not ‘spamdex’ your pages into unrelated keyword categories. That means that if your page is the “cheap car insurance” page, we will not index it into the “ford trucks” keyword search page. This kind of indexing is harmful to useful operation of all search engines.
16. CONFIDENTIALITY – In connection with the Client Order, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information (“Confidential Information”) of the other party. Confidential Information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party’s vendors, and a party’s contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.
