Terms and Conditions of Trade
Documents by Design
1.1 In these Terms and Conditions:
(a) “Agreement” means any order relating to the Services, and these Terms and Conditions.
(b) “We” or “Us” means Catherine Watson trading as Documents by Design and her successors and assigns.
(c) “You” means the person, firm, company or entity buying Services from us.
(d) “Services” means all Services we will supply to you under a quote, proposal, order or invoice relating to graphic and web design.
2.1 Price plus tax: You will pay the price indicated on the invoice, order form or other similar document issued by us (“Price”), together with the amount of any Goods and Services Tax or any other tax which may be payable in respect of the supply of Services or otherwise under these Terms and Conditions.
2.2 Quotation: Any quotation we have made for the supply of Services constitutes an invitation to treat and not a binding offer. All quotations lapse after 28 days but we reserve the right to change or withdraw any quotation without notice at any time.
2.3 Change of Rates: We reserve the right to change any previously notified hourly rate for casual work on 60 days’ written notice to you.
2.5 No deductions: All payments by you will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
2.6 Cancellation: Where cancellation occurs before we start our work any deposit paid may be refunded at our sole discretion. No refund will be made where cancellation occurs within 24 hours of the time set for performance of the Services. If cancellation occurs after we have started the work we reserve the right to invoice you for work that has already been done where:
(a) the amount of any deposit paid is not enough to compensate us for that work; or
(b) you have not paid a deposit.
3.1 Deposit: In order to confirm a booking for Services you may be required to pay a deposit of 50% of the Price.
3.2 Payment of balance: You will pay the balance of your account within 7 days of the invoice date. We reserve the right to not release our work to you until the account has been paid in full.
3.3 Expenses: Agreed out of pocket expenses will be invoiced in advance and we reserve the right not to progress the associated Services until we receive these payments. Expenses include print work above $400. For print work below $400 we may require a deposit.
3.4 Acceleration: Notwithstanding such credit period, full payment for all unpaid Services will become due immediately upon:
(a) You or any guarantor becoming insolvent or bankrupt;
(b) The commencement of any act or proceeding in which your or any guarantor’s insolvency is involved; or
(c) You or any guarantor resolving to wind up or being ordered to be wound up or having a receiver, liquidator of official manager appointed in respect of all or any of your assets; or
(d) You or any guarantor ceasing to trade.
4. PENALTY FOR LATE PAYMENT
4.1 Default interest: Failure by you to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default and, without prejudice to any other rights or remedies available to us, simple interest at 1.5% per month will be payable upon demand and from the due date until payment.
4.2 Legal costs: You will indemnify us against all loss, costs and expenses, including legal costs on a solicitor/client basis, which We may suffer or incur as a result of any failure by you to make due and punctual payment.
5. PERFORMANCE OF THE SERVICES
5.1 Time: We undertake to use reasonable endeavours to deliver the Services within the time specified by us but dates we give for performance will be indicative only. No date specified by you will be binding on us without our written agreement.
5.2 Use of reports: Any reports prepared or procured by us as part of the Services are to be used only by you.
5.3 Services to be supplied: You acknowledge and agree that the Services are limited to those set out in the invoice, order form or other similar document issued by us. Unless otherwise agreed, the Price includes only the design option you have chosen.
5.4 Declining Services: We reserve the right to decline any request for work that We consider is contrary to Our professional standards or that in Our view may be harmful to your or Our reputations. If you object to Us declining any work under this clause We have the right to terminate this Agreement with immediate effect.
5.5 Portfolio: You agree that We may use samples of the work we have prepared on your behalf for the purposes of marketing our services and our business.
5.6 Copyright: Unless otherwise agreed, we retain intellectual property rights in all original work we have prepared on your behalf as part of the Services until the Price is paid in full. In the case of no final design option being chosen copyright on all options is retained by us.
6. YOUR OBLIGATIONS
(a) You will provide us with any relevant information or material required to enable us to perform the Services.
(b) Where information you give us is incorrect and we are required to undertake additional work we reserve the right to charge for such additional work.
(c) Where you supply us with photographs they must be of suitable quality or resolution. If they are not we may decline to use them.
(d) After we send you our proof you have two weeks to respond. If we do not receive a response we may deem the Services to be complete and send you our invoice.
(e) Requests for changes to text must be made in writing, either by email, notes on pdf file, or scanned written notes on hard copy. We cannot guarantee that textual changes requested orally will be implemented.
6.2 Third Party Rights: You warrant that:
(a) you own any material you provide to us, free of any claims or encumbrances and are entitled to provide that material to us; and
(b) any material you provide to us is yours and does not violate any existing intellectual property rights including, without limitation, copyright, trade mark, or any other proprietary or contractual rights.
7. OUR OBLIGATIONS AND WARRANTIES
7.1 We warrant that:
(a) We have the right to enter into this Agreement;
(b) We will perform the Services to a reasonable standard of care and skill;
(c) We will perform the Services in accordance with relevant laws.
8.1 Limitation of liability:
(a) Claims: We will have no liability for unsatisfactory Services unless you notify us in writing of your claim within 7 days after performance of the Services;
(b) We will have the option, exercisable at our discretion, to replace or give credit for any services in respect of which any claim is made or proven or to refund a portion of the price paid for the Services, thereby fully discharging all our legal liability;
(c) If either party is liable for direct losses arising from a breach of this Agreement or for negligence, the liable party’s obligation to pay damages or losses is limited to the Price paid for Services under this Agreement in the three months immediately prior to the event to which the liability relates. This limitation does not apply to any loss or damage caused by fraud, wilful breach or wilful damage;
(d) We are not liable for any loss caused by you, or any loss that results from your failure to take reasonable steps to avoid or minimise your loss;
(e) Notwithstanding any other provision of this agreement, neither party will be liable for indirect, special, consequential or similar damages or losses, including but not limited to loss of profit or revenues or other financial or economic losses of any kind and whether or not the other party has been advised of the potential for such damages.
8.2 Indemnity: You will be liable for, and will indemnify Us against, any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Us, whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill), arising out of any dispute or contractual, tortious or other claim or proceeding brought against Us arising from any third party claim that the Work infringes a third party’s intellectual property rights.
8.3 Business purposes: If you hold yourself out as acquiring the Services for business purposes, you acknowledge that the provisions of the Consumer Guarantees Act 1993 will not apply and are expressly excluded.
9.1 Events outside our control: If any cause beyond our reasonable control including but not limited to order of a government or other authority, strike, lockout, labour dispute, delays in transit, difficulty in procuring components or equipment, embargo, accident, emergency, act of God interfere with our performance of any of our obligations under these Terms and Conditions then we may at our sole discretion suspend our performance of any such obligation or cancel any contract for the purchase of Services and we will not be liable to you in any respect.
9.2 Waiver: These Terms and Conditions remain in force notwithstanding any neglect, forbearance or delay in enforcement. We will not be deemed to have waived any condition unless such waiver will be in writing and such waiver will only apply to the particular transaction to which it refers.
9.3 Severability: If any clause or provision of these Terms and Conditions will be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such clause will not apply to this Agreement. The remaining provisions of this Agreement will remain in full force and effect as if the clause or provision held to be illegal or unenforceable had not been included.
9.5 Electronic Communications: You consent to receive commercial electronic messages from Us. If you wish to opt out of receiving these messages tell us in writing and we will remove you from the mailing list.
9.6 Confidentiality: Each party must keep confidential during the term and after termination of this Agreement the existence and terms of this Agreement and all information of a confidential or sensitive nature supplied by the other party to this Agreement except to the extent that disclosure is required by law or where such information is or becomes available in the public domain without breach by a party of its confidentiality obligations under this Agreement. A party may disclose such information to its legal and other advisers, bankers and other persons who are subject to an obligation of confidentiality.