Business Terms & Conditions
1. About Us
In these Design Terms, references to "us", "we", "our" and "ours" are to Empire Design Solutions Limited. Empire Design Solutions Limited (Registration No. 07360576) is a company registered in England and Wales with its registered office at 'Cobwebbs, Athelstan Road, Southampton SO19 4DD.
Should you have any questions about these Terms or wish to contact us for any reason whatsoever, please use the contact details set out below:
Telephone: 02380360734 or 07896477677
References to "you" or "your" are references to the person ordering design services from us.
2. Design Process
2.1 Details on website and graphic design and service descriptions and illustrations shown on the Empire website are provided in good faith but are intended as guidance only and actual services may vary depending on the services that you require.
2.2 As part of the design process, we will gather as much information from you during one hour consultation and outline any specifications about what we may require for the design and build services.
2.3 Following receipt of our quotation for the Design Services, you may confirm your order of Design Services to us either verbally or in writing. Quotations are valid for a period of thirty (30) days. Your Order must be accompanied by a deposit of at £100 GBP that will be deducted from the overall price. Nothing in these Design Terms obliges us to provide a quotation and we reserve the right, in our sole discretion, to refuse to accept your Order.
2.4 Your Order is accepted by us and becomes binding only when we expressly confirm the Order in writing by email or post.
2.5 Our purpose is to ensure that the work of Empire Design Solutions Limited will not violate any existing company designs and make sure that the work carried out is completely original. It is the responsibility of the client to ensure that the use of their company name does not coincide with any other companies in practise. If this is the case, Empire can not be held responsible and a refund can not be given.
3. Website Design Service
3.1 We will design and build a website for you based on the specification and information that we gather from you during a consultation, including the material without limitation any images and text provided by you.
3.2 A concept or mock-up design page of the website will be produced and submitted to you for approval. The website will then be based on this concept. Any number of revisions may be requested to ensure the best out of the design;
as long as constant feedback is shared throughout the design process. Once you have approved the final design of the website, any alteration by you to the design will result in additional charges.
4. Graphic Design Service
4.1 We will design company branding and stationary (logos/logotypes, business cards, flyers, posters, menus, leaflets, brochures)to represent your business function. This will also be based on the specification and information that we gather from you during the consultation, including the material without limitation any images and text provided by you.
4.2 Three concepts or mock-up designs will be created on most items and submitted to you for approval. The final product will then be based on the final concept, agreed by you. Any number of revisions may be requested to ensure the best out of the design;
as long as constant feedback is shared throughout the design process. Once you have approved the final design of the branding or stationary, any alteration by you to the design will result in additional charges.
5. Website Optimisation and Marketing
5.1 Due to external factors, such as changes to the way search engines rank websites, we cannot be held responsible for the change that they make to their operations or algorithm. The process of optimising websites itself will bring in more traffic and hits and you'll see visits increase to your site naturally. We cannot accept liability for any change in rankings, or drop off in the position of your website due to changes in the algorithms of the search engines or the factors that they use to rank websites.
5.2 We always use 'white hat techniques' when optimising websites and always aim to achieve a top ten ranking for your website within six months of undertaking the optimisation process. Due to the work involved payment is generally required in advance and we are unable to offer a refund of any monies to clients in relation to this type of work.
5.3 Empire Design Solutions reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.
6. Price and Payment
6.1 The price or charges for any Design Services will be as set out in the quotation submitted by us prior to your order. We work at a fixed price for a fixed timescale. All prices are in pounds sterling GBP.
6.2 A deposit of at least £100 GBP of the Price will be made with the Order. It is at your discretion whether you choose to pay more to reduce the remaining total Price. Any unpaid balance of the Price as at the date of termination in accordance with these Design Terms and/or completion of the Design Services shall be immediately due and payable and we shall be entitled to recover payment upon demand.
6.3 A minimum of 8 months
must be paid for the design and build of the website. When the final payment reaches our accounts, the copyright will then become the property of the customer and you will receive a certificate. A maintenance plan is optional for £30 a month which will ensure your website is continuously up to date.
6.4 Our pay monthly packages can be set up by a standing order so that an agreed fixed monthly cost can reach our accounts at the beginning of each month. Once the Design Services are completed and final payment has reached our accounts, you will recieve a certificate to prove you own the Copyright for your designs.
6.5 If payment is not paid on or before the due date, we reserve the right to suspend the Design Services. We shall not upload the approved website to our hosting server or supply the website files to you for use on any third party hosting server until payment in full has been received.
6.6 We accept single payments by cheque (payable to "Empire Design Solutions Limited").
7. Our Obligations
7.1 We endeavour to complete the Design Services by any given completion date and within any agreed timescale. Time is of the essence.
7.2 The design and build of your website will only commence following the payment of the Deposit, acknowledgement of the Order by us and the provision of any images and text by you.
7.3 When we have completed the Design Services, your website will be uploaded to a temporary URL for the purposes of your review and approval. The Design Services will be finally completed when we approach you to sign any necessary documents, or if you provide us with written approval of your website (such approval not to be unreasonably delayed or withheld). You may provide approval by email or by post or our contact details set out in clause 1 above.
7.4 Following your approval and subject to full payment being received, we will upload the approved website to our hosting server or supply the website files to you for use on any third party hosting server. We reserve the right not to upload or supply the website files to you until full payment has been received.
7.5 Once the website is approved by you, we are not responsible for any errors or downtime caused as a result of changes made to the website by you or by any third parties on your behalf.
7.6 Any web site designed by us and built using our systems is designed to fully function with our hosting service and we bear no liability or responsibility for hosting on any other service. We recommend that your website domain name is transferred to our hosting service but, should you host your domain name elsewhere, we will provide the required files to you. We are not responsible for uploading or implementation of the system on any hosting service other than that provided by us.
8. Your Obligations
8.1 You agree to promptly provide to us (free of charge) any information and material (including without limitation images and text) that we may reasonably require to enable us to proceed with our obligations under these Design Terms.
8.2 You warrant and represent that all information and material provided to us is (a) accurate; (b) is either owned by you or that you have permission of the owner for the material to be used in relation to the provision of the Design Services; and (c) is free from viruses or other harmful programs.
8.3 You warrant and represent that the website content and all information and material provided to us by you or on your behalf complies with and will continue to comply with all applicable laws, regulations and guidance.
8.4 You agree that you will only use the website for lawful purposes and will not knowingly or recklessly provide, post, link to or transmit any material which is unlawful, threatening, abusive, defamatory, obscene, offensive, profane, threatening, or which infringes third party rights (including without limitation intellectual property rights). We reserve the right to refuse to include content on your website that we consider is Inappropriate Content and/or does not comply with these Design Terms.
8.5 You agree that any website designed and built by us may display the phrase "web design | Empire", where "Empire" is in logo form, and provide a link to the Empire Design Solutions website at http://www.empire-design.co.uk/.
8.6 You shall promptly pay to us all payments due under these Design Terms. We shall not be obliged to deliver the website until we have received all payments due under these Design Terms.
8.7 You agree to indemnify us in respect of any losses, costs, expenses, damages and/or claims incurred by us as a result of any breach by you of these obligations set out in this clause 8.
9. Intellectual Property Rights
9.1 All intellectual property rights in the website, its functionality, programming code and any design work, documents or drawings (excluding any material provided by you) are vested in and at all times remain the property of us. We hereby grant you a non-exclusive licence of such intellectual property rights for the purpose of operating your website.
9.2 You hereby grant us a licence to use any information and material provided by you to enable us to design and build the website.
10. Our Liability
10.1 We will use reasonable skill and care in fulfilling any Order. However, to the fullest extent permitted by law, we exclude all other representations, warranties, conditions and terms express or implied by statute, common law or otherwise.
10.2 Save as expressly set out in these Design Terms, we will not be liable to you for any special, indirect, incidental, consequential or economic loss or for loss of profits or revenues howsoever caused arising in connection with any order placed by you.
10.3 Notwithstanding the above, our total liability (whether in contract, tort, negligence or on any other basis) to you, for any loss or damage shall, subject to Clause 10.5, be limited to the Price.
10.4 We will not be liable to you where breach of these Design Terms is due to any cause that is beyond our reasonable control, including but not limited to acts of God, explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
10.5 Nothing in these Design Terms shall exclude or limit our liability for personal injury, death or fraud or any liability which may not be excluded or limited as a matter of law.
11.1 We shall have the right to terminate this agreement if:
(a) you are in breach of your obligations set out in these Design Terms; and/or
(b) you fail to approve the designs without reasonable cause within a reasonable period.
11.2 You may terminate this agreement immediately at any time by providing written notice of termination to us by email (with confirmed receipt) or by post (with confirmed receipt) to the contacts set out in clause 1 above stating that you wish to terminate your Design Service and stating your customer contact name, your customer business name and your customer ID. If you terminate this agreement, we will not be required to make any refund to you or give credit for any uncompleted element of the Design Services.
12.1 We may update or amend these Design Terms from time to time to comply with applicable laws or regulations or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the Empire Design Solutions Website. These Design Terms were last updated on 28th May 2011.
12.2 These Design Terms supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.
12.3 You may not assign or sub-contract any of your rights or obligations under these Design Terms to any third party unless we agree in writing. We may assign, transfer or sub-contract any of its rights or obligations under these Design Terms to any third party at our discretion.
12.4 No relaxation or delay by us in exercising any right or remedy under these Design Terms shall operate as waiver of that right or remedy or shall affect its ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.
12.5 If any of these Design Terms are found to be illegal, invalid or unenforceable by any court or administrative body of competent jurisdiction, the rest of these Design Terms shall remain in full force and effect.
12.6 Only you and we shall be entitled to enforce these Design Terms. No third party shall be entitled to enforce any of these Design Terms, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.7 These Design Terms are available in English only and are governed by English law. In the event of any matter or dispute arising out of or in connection with these Design Terms, you and we shall submit to the exclusive jurisdiction of the English courts.
The content of this website is copyright of Empire Design Solutions Limited and may not be reproduced in any manner without written permission.
All rights reserved ©2011. Any company/persons accepting the services of Empire Design Solutions Limited agrees to these terms and conditions.