These terms and conditions shall apply to the agreement between PH Digital Communications Limited ("PH Digital") and the individual or company applying for the provision of services by PH Digital ("the Client").
IT IS HEREBY AGREED as follows:
In this Agreement, the following words and phrases shall have the following meanings:
"Confidential Information" - information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary.
"Fees" - the fees (including any VAT) due for the provision of the Services as calculated in accordance with the Price List or such other fee as is agreed.
“Work Agreement” – the Work Agreement for services.
“Project” – the work specified in the Work Agreement, completed by PH Digital Communications for the Client.
"PH Digital web site" - the web site located at http://www.ph-digital.co.uk or such other Internet address as may be adopted by PH Digital from time to time.
"Intellectual Property Rights" - copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
"Material" - text, graphics, images, sound, video or any combination thereof.
"Rate Card" - a list of PH Digital's then current standard prices for each of the Services available on request from PH Digital.
"Relevant Legislation" - such laws of England and Wales and the Customer's country as relate to data protection and any laws of UK and the Customer's country governing Inappropriate Material.
“Pitch” – estimate of cost and work involved given to end Client by our Client
"website" a web site on the World Wide Web.
2.1 A non refundable deposit of 40% Or 50% and as specified in the Work Agreement of the total fee payable for under the Work Agreement is due immediately upon the signing of the Work Agreement. PH Digital reserves the right not to begin the work until the deposit has been paid in full. The remaining fee shall become due in increments as specified in the payment schedule of the Work Agreement. The final increment is due on completion of the Project and invoiced with 30 day payment terms. Once the final increment has been invoiced the Project is deemed to be completed to the reasonable satisfaction of the Client, subject to the terms of Clause 4.3 and 4.4.
2.2 Work Agreements and deposit. Should the client require an urgent start without the Signed Work agreement and/or deposit received, commencement of the Project will be at the discretion of PH Digital. Once artwork or files are received for a project or consultancy supplied, PH Digital reserve the right to invoice the deposit.
2.3 Consultancy. Where consultancy is provided uncharged to enable a Client to pitch or understand or take a Project on, it is assumed that the Project pitched or related final Project will be given to us. Should the Project go ahead but not with us, PH Digital reserves the right to charge retrospectively for consultancy time used at the current rate pro-rata.
2.4 Maintenance is not included in the Work Agreement unless explicitly stated.
2.5 The fee quoted in the Work Agreement does not include the cost of domain registration, hosting set up fee or hosting unless explicitly stated in the Work Agreement.
2.6 Once the final increment on the Work Agreement has been invoiced, the Project specified in the Work Agreement is deemed complete, approved and accepted by the Client.
2.7 PH Digital reserves the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
2.8 Non-delivery or non-performance of services by any third party shall not give the Client any right to delay any payment to PH Digital or to make any claim whatsoever against PH Digital.
2.9 Verbal communication from Clients. Where PH Digital receives, after sending our Quote, a verbal confirmation that a Project will go ahead with us, we will assume that the Project is assured and will schedule for it, while waiting for confirmation of the start date. Should the Project not go ahead with us, but with a competitor or other freelance or internal means, a 10% Cancellation fee will apply.
2.10 All code, artwork, visual assets, concepts, algorithms and processes developed as part of the Project remain the copyright of PH Digital until final payment is received.
2.11 Should PH Digital provide hosting for a website, and the client requires this to be moved to another agency or hosting provider, a fee will be charged to package and release the website.
2.12 PH Digital reserves the right to use some examples of our work to use in our marketing materials, website and/or portfolio, unless explicitly advised to the contrary.
3.1 PH Digital can take no responsibility for services provided by third parties through us or otherwise, including but not limited to the Hosting of the Client's Website, although PH Digital will endeavour to ensure that Website downtime is kept to a minimum.
3.2 PH Digital takes no responsibility for the functionality or maintenance (unless a Maintenance Agreement is in place) of the Website after the Project has been completed. Errors (both technical and typographical) attributable to PH Digital will be corrected free of charge, but must be notified to us within a reasonable timeframe and not longer than 90 days after completion. PH Digital reserves the right to charge our standard hourly rate for time spent investigating the errors to ascertain the cause. PH Digital reserves the right to charge a reasonable fee for correction of errors for which PH Digital is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to PH Digital by the Client.
3.3 Under no circumstances will PH Digital be responsible or liable for financial or other loss or damage caused by the failure of, or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
4.1 PH Digital warrants completing the Project in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. PH Digital will not charge more than the amount previously agreed unless the Client has varied the specifications of the Project since signing the Work Agreement. PH Digital will not undertake changes to the specifications of the Project which would increase the cost, without prior written authorisation from the Client.
4.2 The Client is to supply all materials and information required for PH Digital to complete the Project in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the Project, PH Digital has the right to extend previously agreed deadlines for the completion of the Project by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Project for more than 21 days, PH Digital has the right to invoice the Client for any part or parts of the Project already completed.
4.3 On completion of various stages of the Project, as identified in the Work Agreement, the Client will be notified and have the opportunity to review it, and make changes, usually allowing for a total of two rounds of amends. Amends at each stage of the project must be notified within 21 days. Stages of the Project will be deemed Approved once amends are completed. Further amends may be charged for at PH Digital’s standard rate at our discretion.
4.4 If the Client rejects the Work within the 21 day review period, or will not approve subsequent Work performed by PH Digital to remedy any points reported by the Client as unsatisfactory, and PH Digital considers that the Client is unreasonable in his repeated rejection of the Work, the Work Agreement will be deemed to have expired and PH Digital can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 Upon completion of 21 day review period, PH Digital will invoice the Client for the outstanding balance payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 30 days of the date that the invoice was issued.
4.6 Should progress on the Project be delayed by the lack of action on the part of the client for a period of greater than 6 months, the Work Agreement will be deemed to have been completed and all outstanding balances will be invoiced and due.
5.1 All intellectual property rights in materials provided by the Client for the services carried out by PH Digital remains the Client's property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of PH Digital, unless otherwise agreed in writing.
5.2 All code, artwork, visual assets, concepts, algorithms and processes developed as part of the Project remain the copyright of PH Digital until final payment for the Project is received in full.
6.1 PH Digital reserves the right to refuse or break a Work Agreement without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
6.2 PH Digital reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices and Rate Card as necessary without prior notice and without affecting existing Work Agreement pricing agreements.
7.1 PH Digital shall not be liable to the customer or be deemed to be in breach of the Work Agreement by reason of any delay in performing, or any failure to perform, any of the company's obligations in relation to the goods, where the delay or failure was due to any cause beyond the company's reasonable control, and without prejudice to the generality of the foregoing the following shall be regarded (without limitation) as causes beyond the companies reasonable control:
7.2.1 Acts of god, explosion, flood, tempest, fire or accident.
7.2.2 War or threat of war, sabotage, insurrection, civil disturbance, or requisition.
7.2.3 Acts, restrictions, regulations, by laws or measures of any kind on the part of any governmental parliamentary or local authority
7.2.4 Import or export regulations or embargoes.
7.2.5 Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the company or a third party)
7.2.6 Difficulty in obtaining raw materials, labour, fuel, parts or machinery and
7.2.7 Power failure or breakdown in machinery.
8.1 This Agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the Work Agreement between PH Digital and the Client. The said Work Agreement is void where prohibited by law.
8.2 Where one or more terms of the said Work Agreement are held to be void or unenforceable for whatever reason, any other terms of the Work Agreement not so held will remain valid and enforceable at law.
8.3 These terms & conditions may change from time to time.