In these conditions, unless the context requires otherwise:
- "Buyer" means the company, firm, body or person purchasing the Services from Ivory Design.
- "Contract" means a contract, subject to these conditions, for the provision of the Services between Ivory Design and the Buyer.
- "Ivory Design" means SB Merchandising whose registered office is at 53 Jackson Ave, Mickleover, Derby DE3 9AS and any subsidiary or agent of Ivory Design through which the Services are sold.
- "Order" means a purchase order in respect of the Services completed or agreed by the Buyer and submitted to Ivory Design, together with all documents referred to in it.
- "Quotation" is an agreed piece of work (incorporating these conditions) provided by Ivory Design to the Buyer in respect of the Services. No contract will come into existence until Ivory Design's written acceptance or order form has been completed and signed on behalf of the Buyer and the order acknowledgement has been signed on behalf of Ivory Design.
- "Services" means the subject matter of each Contract between the Buyer and Ivory Design, being the work and/or services or any of them to be performed by Ivory Design for the Buyer pursuant to the Order.
- "Standard Form" means Ivory Design's standard form of Order.
1. General
1.1. A Quotation shall not be binding on Ivory Design and a Contract will only come into being upon acceptance by Ivory Design of the Order by signing or counter signing the date of the order and returning it to a customer.
1.2. The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by Ivory Design.
1.3. Quotations submitted by Ivory Design shall remain open for acceptance by the Buyer for a period of 14 (fourteen) days from the date of the Quotation (unless in the Quotation some other period is specified) or when Ivory Design withdraws the Quotation.
1.4. These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.
1.5. The minimum length of any ongoing website services purchased will be 12 months.
2. Prices
2.1. Where the Services are sold by reference to Ivory Design's published price list or tariff structure, the price payable for the Services shall be the ruling price as published in the price list or tariff structure current at the date of purchase.
2.2. In other cases, the price for the Services shall, subject to clause 1.3 above, be that stated on the relevant Quotation.
2.3. Ivory Design shall (if applicable) add to the price of the Services, and the Buyer shall pay, an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supply of such Services.
2.4. Any price changes will take effect from the 1st day of the month and the customer will be notified in writing 7 (seven) days before any price change takes effect.
3. Terms of Payment
3.1. Subject to clause 3.2 the Buyer shall, at the time of submission of an Order to Ivory Design, pay to Ivory Design a non-refundable deposit for the Services specified on the Order of 25% of the value shown on the Order ("Deposit").
3.2. The Buyer shall not be required to pay a Deposit in respect of Optimisation or Web Hosting services.
3.3 Ivory Design shall invoice the Buyer for all Services (less any Deposit) immediately on completion of the web Site.
3.4. Unless otherwise agreed in writing by Ivory Design and without prejudice to clauses 3.1 and 4, invoices shall be payable by the Buyer immediately upon completion of the relevant Web Site to which the invoice relates.
3.5. The Buyer shall make all payments due to Ivory Design by cheque (supported by an appropriate cheque guarantee card) or by bankers draft or in cash or by telegraphic or electronic transfer direct to the company bank account or by arranged Direct Debit (and in each case in pounds sterling).
3.6. If the Buyer fails to pay any amount due to Ivory Design under this Agreement on the relevant due date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by Ivory Design in seeking to recover such late payment from the Buyer (including, without limitation, legal fees).
4. Website Design
4.1. The client unconditionally guarantees that any element of text, graphics or other artwork furnished to Ivory Design for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Ivory Design and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
4.2. All creation files remain the intellectual property of Ivory Design on completion of a web design project.
4.3. Ivory Design shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute any item from the clients web pages unless specifically agreed to do otherwise. Further, Ivory Design shall be free to use any ideas, concepts, know how or techniques acquired in the construction of web sites for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.
5. Website Optimisation (SEO)
5.1. Whilst Ivory Design will try to improve the position of your website in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed.
5.2. Ivory Design cannot be held responsible for any changes to the position of your Web Site in the Search Engine results in response to a search.
6. Website Services
6.1. Ivory Design are Resellers for domain name registration, website hosting and mailboxes through Sensical.net. The registration of a domain name, hosting of a website or registering of mailboxes on behalf of the client is subject to the terms and conditions of these businesses on their individual websites.
6.2. Ivory Design will accept no liability for any financial loss resulting from a domain not being renewed.
6.3. Ivory Design shall have no liability arising from any financial loss arising from any registered mailbox not being available.
6.4. A charge of one hundred pounds (£100) + VAT will be charged for any domain transfer. A domain will only be transferred if this has been paid as well as any other outstanding balance owed to Ivory Design Communications.
7. Ecommerce Website Services
7.1. Ivory Design supply E Commerce Services via EKM Power Shop and the client is subject to the terms and conditions of this business on their individual websites.
7.2. Ivory Design will accept no liability for any financial loss resulting from the use of any E Commerce website.
8. Deposit
8.1. Ivory Design Communications process transactions via the phone using PayPal Virtual terminal and do not store credit card details of any credit cards processed.
8.2. Ivory Design Communications charge a 25% deposit before any work is started. This is a non refundable charge.
9. Warranty and Limit of Responsibility
9.1. Ivory Design acknowledges and agrees that it shall perform the Services:
9.1.1. with reasonable skill and care; and
9.1.2. in accordance with good industry practice.
9.2. The Buyer acknowledges and agrees that Ivory Design shall have no liability to the Buyer in respect of the positioning of the Buyer's Web Site.
9.3. The Buyer's remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Services or Web Site or any workmanship in relation to them (whether or not involving negligence on the part of Ivory Design) shall, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
9.4. Ivory Design shall not in any circumstances be liable to the Buyer for any indirect or consequential losses or any loss of profits purported to have been suffered by the Buyer.
9.5. Ivory Design shall not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.
10. Delivery & Completion Dates
10.1. Ivory Design undertakes to use its reasonable endeavours to provide completed Services to the Buyer within 45 days of the date on which Ivory Design receives a signed Order from the Buyer.
10.2. The dates for carrying out the Services and delivery of any resultant Web Site are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
10.3. Ivory Design will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is as a result of the negligence of Ivory Design.
10.4. No delay (unless material) shall entitle the Buyer to reject any delivery or performance or any other Order from the Buyer or to repudiate the Contract or the Order.
11. Responsibility for approving the website
11.1. The Buyer acknowledges and agrees that Ivory Design shall produce the Web Site based on information provided to it by the Buyer.
11.2 Notwithstanding clause 8.1, it shall be the responsibility of the Buyer (and not Ivory Design) to review and approve the content of the Web Site (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such Web Site by Ivory Design to the Buyer for approval by the Buyer.
11.3. Ivory Design shall have no liability to the Buyer for any inaccuracies in the Web Site if and to the extent that the Buyer has failed to review and/or approve (or require amendment (as the case may be)) provided to the Buyer by Ivory Design pursuant to this Agreement.
12. Termination
12.1. Ivory Design may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
12.2 Ivory Design may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with Ivory Design or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or Ivory Design bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
12.3. Ivory Design may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.
12.4. Any contract cancelled during the first twelve (12) months will incur a penalty charge of £200.
13. Third Party Claims
The Buyer shall indemnify Ivory Design and keep Ivory Design indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by Ivory Design with the Buyer's instructions, whether express or implied.
14. Assignment & Sub-Contracting
14.1. None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of Ivory Design.
14.2 The Web Site shall be for the sole use of the Buyer and shall not be capable of assignment to a third party by the Buyer.
14.3. Ivory Design shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.
15. Notice
15.1. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.
15.2. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.
16. Invalidity
The invalidity, illegality or un-enforceability of any provision of these conditions should not affect the other conditions.
17. Third Party Rights
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
18. Law & Jurisdiction
The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
August 2009 Edition
Terms and Conditions