Terms & conditions

 
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Design credits

Burningred Ltd (hereinafter called ‘the company’) shall be entitled to claim authorship of a design for which they have been responsible, and by mutual consent their name is reproduced on any finished product or otherwise published by the client.

The Company reserves the right to use both initial creative concepts and final approved design work for the purposes of the Company’s marketing activities (both online and offline) unless otherwise requested/agreed with the Client.

Preliminary work

Work carried out, whether experimental or otherwise, at the client’s request will be charged.

Print

Where an estimate or invoice includes the cost of printing and delivery this price is subject to normal conditions of sale of the printing industry.

No formal estimate sent

Where no formal estimate has been asked for, the client will be charged on a pro rata basis for services in relation to the time and expenses involved.

Law

These conditions and all other express terms of the contracts shall be governed by the Laws of the United Kingdom.

Cost variation

Estimates are based on the current costs of production and are subject to amendment by the company on or at any time after acceptance to meet any rise or fall in prices.

Value added Tax

The company shall be entitled to charge any VAT payable whether or not shown on the estimate or invoice.

Media

The schedule of payment or prepayment for advertising space is completely at the discretion of the company. A charge will be made if,after booking, any of the advertisements in a schedule are cancelled. Voucher copies or certificates of advertisement will not be supplied unless specifically requested by the client in writing.

Client’s property

Client’s property and all property supplied to the company by or on behalf of the client will be held, worked on and carried at the client’s risk.

General lien

Without prejudice the company shall in respect of all unpaid debts due from the client have a general lien on all goods and property in their possession and shall be entitled after the expiration of 14 days notice to dispose of such goods and/or property as they think fit and apply the proceeds towards such debts.

Information

To help ensure that design, production and media are correctly targeted the client will give us a clear and precise brief (in writing if requested by us). Clients will make available to us all information relevant to our brief and give us such co-operation as we shall reasonably request. Clients will ensure that at all times all the facts given to us about their products or services are accurate and in no way misleading. Clients will inform us without delay if they consider that any claim or trade description in any advertisement submitted to them by us for approval in false or misleading in relation to their products or to their services. Delay in provision of information can hinder delivery of final design / website / print.

Additional instructions or change to brief

If the client’s original instructions are varied in any way during the course of a commission, a fee on a time cost basis for the additional work will be chargeable.

Miscellaneous expenses

These include travel, hotel, out of pocket expenses and long distance telephone calls, will be charged to the client.

Payment

Accounts may be rendered on completion of work or at intermediate stages and payment of each invoice rendered is due within 20 days. Any expense incurred in collecting accounts after the 20 days may be charged to the client.

Termination of contract or appointment 

Upon premature cancellation of any agreement by the client, the company is entitled to payment for services in relation to the time and expenses involved. The fundamental principles on which the client-agency media financial arrangements are based are:

(a) that the agency shall finance its own service but not the advertising of its client

(b) that, as a principal at law, the agency is held solely liable for payment.

It is therefore essential that the agency is paid by the client in time to pay the media. We reserve the right at any time to require before placement, payment of the cost of any advertisement to be placed by us. Queries resulting in agreed adjustments to the invoice will be made with a following invoice. If the client fails to adhere to these terms of business and because of this failure we pay any surcharge then the amount of surcharge will be paid by the client.

Where a third party contractor requires payment in advance or at various stages during the course of the subcontracted work, the client will pay the invoices for such payments immediately upon presentation. Our rights, duties and responsibilities shall continue in full force during the agreed period of service – including the ordering and invoicing of advertising in media which will be published during such period. We shall be entitled to receive our regular fees during the agreed period of notice,even though material other than that of prepared by us may be used. We will continue to invoice the client for all other advertising we provide and perform and all services fees agreed. If however, the client wishes to place advertising direct or through another advertising agency during the agreed period of notice the client may do so provided that the client pays us a sum equivalent to the remuneration 

Legal liability

The company shall be indemnified bythe client in respect of any claims, costs and expenses arising out of any libellous matter designed on the client’s instructions or any infringement of copyright patent or design thereof.

We act in all our dealings with third parties as a principal law. The rights and liabilities between the client and ourselves will correspond to those between us and third parties whom we deal with on the client’s behalf.

The client will indemnify the company against all claim costs liabilities and damages arising in connection with any material prepared by us and approved by the client (including without limitation any claims, costs liabilities and damages for the omission or misstatement therein of any statements or particulars required pursuant to statute).

The company shall not be liable for any indirect loss or third party claim occasioned by delay in completing the work. In the event of any contract(written or oral) between the company and the client being suspended or cancelled by reasons of conditions arising from acts of God, strikes, war, lock-outs, national emergency, fire flood drought, shortage of fuel or power, or any other cause out of the control of the company, the company shall be entitled to payment for work carried out and expenses up to the date of such suspension or cancellation, furthermore the company shall not be responsible for any loss damage caused as a result of such suspension and cancellation.

As part of larger projects which involve 3rd parties commissioned directly by the client, the Company will not be held responsible in any way for services not carried out/managed directly or indirectly by the Company.

Change of name

In the case of persons named in these terms of reference being unable to carry out the said performance of work, the company shall retain the right to nominate other persons to fulfil the role carried out in the contract.

Exhibitions & displays

Where the estimate or invoice includes the cost of an exhibition contractor, the price and delivery is subject to his normal conditions of sale and trading terms.

Video copyright**

Unless otherwise agreed in writing all original media remains the property and copyright of the company until full payment of all accounts has been settled.

Design copyright**

Unless otherwise agreed in writing all original design work and artwork remain the property and copyright of the company until full payment of all accounts has been settled.

Working files will not be released under our standard contract. Written agreement for the provision of working files must be agreed before the onset of a project. We reserve the right to charge a release fee for the provision of any working file. Working files include: indesign, illustrator, Photoshop, RAW format photographs.

By default, all design items produced remain the copyright of the company with an ‘unlimited licence’ for use by the client, unless explicitly agreed differently at the start of the project. It is also possible for us to transfer copyright ownership of some materials (finished logos / photography etc). Transfer of copyright will be charged and/or quoted in addition to the project cost at the discretion of the company.

Alteration

A design cannot be altered or adapted by the client without the company’s consent.

Outsourcing

The Company reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the Client. Any outsourced job remains the property/responsibility of the company and such services are deemed to be carried out ‘indirectly’ by the Company.

Website copyright**

All the content within the website remains the copyright of the client. If the website has been built on an open-source system (i.e. Wordpress), the code is provided under creative commons.

Where code has been created bespokely for the client, copyright of the code remains the property of the company, but is granted a licence for use on a specific website or websites. If a client wishes to purchase the copyright of the code, then an additional fee will be incurred.

Where content on the website comes from more than one source (i.e. photos / videos / quotes / guest content) then the original contributor or creator of the content will retain copyright.

Patents

All patentable material that may be originated by the company during the development of a project shall remain their property unless, or until,a separate agreement is entered into assigning patent rights in part or in full as desired.

Website Hosting

Hosting of websites falls under these main provisions:

(a) Hosting with a service level agreement (SLA)

Work will be carried out and allocated against the time requirement as specified in the hosting SLA. The company is responsible for critical security and website updates.

(b) Hosting without a Service Level Agreement

The client will be charged on a pro rata basis for services in relation to the time and expenses involved with any hosting issue.

(c) External Hosting without a Service Level Agreement

The client will be charged on a pro rata basis for services in relation to the time and expenses involved with any hosting issue. The client is also responsible for ensuring critical website updates are implemented.

(d) External Hosting with a Service Level Agreement

Work will be carried out and allocated against the time requirement as specified in the hosting SLA. The company is responsible for critical security and website updates.we placed the advertising under this agreement.

Website security

All our websites at the point of ‘setting live’ have undergone our internal security testing. This includes: strong passwords encryption, malware & virus website checking, plugin vulnerability appraisal, online firewall provision for the life of your website plus others.

This agreement describes the standard level of service that all website hosting customers can expect from The company. It attempts to quantify the levels of service that all hosting customers can expect, and the remedies we offer if we fail to provide service at those levels.

The company provide a reactive hosting service for all websites and offer a 99% uptime. We do not constantly check the websites we host to ensure they are functioning correctly as routine use, maintenance and software updates can affect website functions. It is therefore the responsibility of the client to ensure their website is operating as it should. ‘Always on’ and ‘managed hosting services’ support can be provided and can be quoted on a case-by-case basis.

99.9% network and servers uptime

The company guarantees that the customer’s website, which is hosted on the The company’s servers, will be available 99% of the time, excluding maintenance, as defined below. Network downtime is defined as the customer’s hosted website being unable to be viewed or accessed through the Internet, caused by failure of network equipment managed and owned by the company, excluding scheduled or emergency maintenance.

Maintenance means scheduled maintenance or emergency maintenance. Scheduled Maintenance means any maintenance in the company network/servers of which the customer is notified at least 5 days in advance. 

Emergency maintenance means any maintenance in the company network/servers that:

(a) in The company’s sole discretion, is necessary to avoid an immediate threat to the The company networks/servers or customer’s server and

(b) of which customer is notified.

Response times

Support, unless noted otherwise in a supplementary service level agreement, technical support is provided by The company on a firstcome, first-served “best effort” basis. We aim to at least acknowledge, if not fully answer, all emails to our advertised support address (support@burningred.co.uk) within 4 working hours. We aim to answer the phones during working hours, but under times of high demand or staff sickness, may defer to an answering service where we promise to return all messages as soon as possible.

WordPress & plugins

For those websites hosted by the company which have been built (or part-built) upon the WordPress platform, please be aware that WordPress irregularly makes updates which means that the company may need to make updates to your site so that your website continues to work upon our servers. It is not known how many times per annum that WordPress makes updates, however, we estimate between 4 – 8 updates per year. The more functionality a WordPress site has the more time needed to make updates to that website.

The company works reactively for such updates – we respond should we be informed of a critical change (by WordPress) or should the client point out an error in functionality. Please note, the company cannot be held responsible for any functionality failure caused directly by an update to WordPress or a plug-in of which we were not made aware. The company will charge a minimum of £250+vat per annum for these updates. This cost will be invoiced at the same time as the hosting fee which is yearly in advance.

Please note, WordPress updates are not considered to be maintenance of a website.

Website hosting invoicing

Website hosting runs annually, paid in advance.

An invoice will be sent automatically at the time of renewal. Should a client not wish for The company to renew the hosting service, we request a notice period of one month in advance of cessation along with details to where you would like the web files sent. If we do not hear such a request, it will be assumed that you do wish the web hosting to be renewed and are in agreement with the terms for the following year.

Should The company be informed after this months notice period, The company cannot be held liable for any delays caused in the transfer of hosting of your website to another server.

The Service level agreement runs in conjunction with The company’s standard terms and conditions.

Exceptions

The customer shall not be entitled to any credit hereunder if the network downtime is caused by:

(i) actions of the customer or others authorised by the customer to use the service under the Agreement.

(ii) customer application, software, or customer’s operating system failure.

(iii) the result of network maintenance activity

(iv) denial of service attack, hacker activity, or other malicious event or code targeted against the company or the company customer.

(v) failure of any network or Internet Infrastructure not owned or managed by the company.