Ravenspoint Marketing Terms and Conditions
(Dated 27th September 2017)
These terms of business apply to any work ("the work") undertaken by Ravenspoint Marketing ("RPM" “our” “us” “we”) and arising from verbal or written instructions given by a Client ("the Client" "you" "they" "their").
ABIDE BY TERMS:
By using this organisation and services, you will be deemed to be aged 18 or over and to have read and understood, and agree to be bound by, our Terms and Conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so.
SUPPLY OF GOODS AND SERVICES:
- Services are provided to the best of our ability, based on personal experience, information and facts you provide. Any opinion, statement, recommendation or anything whatsoever shall not form a guarantee. If we make recommendations for other suppliers (ie web hosting or designers) then this does not form any endorsement or guarantee.
- Proposals are valid for 30 days from the date of the Business Agreement/Proposal. Acceptance of a Business Agreement/Proposal is deemed an order and must be confirmed by the client in writing (this includes e-mails). We reserve the right to refuse to accept any order.
- The Client confirms that they are aware that any results, whether on a marketing, sales or other basis cannot be guaranteed from our services. The Client enters into this Agreement with the understanding that they are responsible for their own results. The Client holds RPM free from all liability and responsibility for any actions or results or adverse situations created.
- We can make recommendations for external parties such as website hosting providers or design agencies, but take no responsibility for the quality of service that the client receives.
- The client is always responsible for anything which you submit to us (including, but not limited) to data, information, materials or documents or anything else whatsoever. We always advise that the Client retain copies/back-up of anything which you submit to us. We cannon’t be responsible for the destruction or damage of any item whatsoever which you submit to us, including replacement, reprinting, copying, nor any losses whatsoever which occur as a result thereof.
- If we have specifically agreed on any Business Agreement/Proposal to supply any report or documentation, then this will be in whatever format and will contain the information that we, in our absolute discretion, deem appropriate.
The Client shall be solely responsible for providing RPM with all the necessary information in connection with the project, its goods, the market etc. (as required) and RPM shall not be responsible for any shortcomings in such information.
- Unless we have specifically agreed otherwise in the agreed proposal, times are estimated only.
- We will use all our reasonable endeavours to complete any supply or services within any time estimate that we give.
- We will not be liable for any loss or damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement and your failure to deliver items such as documents or information. We will keep you informed to the best of our knowledge about any delays.
PRICES AND PAYMENTS:
- The contract price shall include all fees and costs as charged to, or estimated by RPM.
- Any estimates of the whole or any part of the contract price is given in good faith and shall be treated as an estimate only and any errors and omissions shall be excepted.
- Any estimates of contract price shall be valid for 30 days at date of issue.
- On acceptance of the proposal, 50% of the agreed price shall be payed in advance by the client to RPM. Only when this has been received shall the work commence.
- Payment of the contract price shall be made in pounds sterling 14 days (or stated otherwise in the agreed proposal by the Client and RPM) from date of invoice of goods and services. RMP shall be entitled to charge interest on overdue sums thereafter.
- Where a job is partly funded via grant or otherwise, the full payment that the customer is liable for is still required under these terms and conditions.
INTELLECTUAL RIGHTS AND PROPERTY RIGHTS:
- RPM agrees to take all reasonable care and precaution to ensure that no design proposed or submitted infringes any existing patent design right, registered design or other Intellectual Property Rights of a third-party. It does not warrant or give other representation that any such design will not infringe any such right.
- Copyright and all Intellectual Property rights in designs, sketches, drawings, dummies, models and any other work produced by RPM remain the sole property of RPM unless and until otherwise assigned.
- It is the sole responsibility of the Client when using any product prepared by RPM to ensure that any such product does not infringe or contravene any trademark, patent or copyrights.
- RPM will carry out work at the instruction of the Client unless they are deemed to be illegal or improper. RPM will not be held responsible for any action taken by the Client or a third-party for work carried out by RPM.
- It is the sole responsibility of the Client to ensure that the information provided or selected for inclusion within the project does not infringe upon any Copyright and all Intellectual Property rights.
USE OF WORK:
Work carried out during the course of the commission is for the sole use of the client only and shall not be used for any purpose other than that for which it was commissioned nor may any presentation work, sketch work or artwork in rough form be used or published as finished work without prior approval from RPM.
COPYRIGHT AND LICENSE:
- You confirm that you hold the full copyright of anything that you provide to us or that you have obtained the copyright owner’s permission to use it in this way.
- You confirm that you will not breach any copyright in any way whatsoever in so far as materials, software, information, content and anything whatsoever supplied to you by or available from us.
- You agree that we have a non-exclusive, worldwide, and royalty-free licence for the whole of any term, including any renewal term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use anything you provide to us, as necessary, solely for the purposes of operating and providing our services to you.
- RPM shall retain ownership of all artwork (including roughs and other materials) delivered to the Client.
- RPM's original artwork shall not be intentionally destroyed, damaged, altered, retouched, modified or changed in any way whatsoever without the written consent of RPM
- The copyright in artwork commissioned by the Client shall be retained by RPM.
- The Client or the Client’s customer (where the Client is acting as an intermediary) is granted a licence to reproduce the artwork solely for the purposes set out on the face of this acceptance of commission. If the acceptance of commission is silent, the Client or the Client’s customer is granted an exclusive licence for one time use in the United Kingdom only.
All proposals made by RPM are in good faith and on the basis of instructions and information put before RPM by the Client at the time of preparation. Their suitability or application of effectiveness will depend on the Client, the Client’s staff and subcontractors to the Client and no proposal is to be taken to warrant achievable or attainable results or performance.
The Client may stop the project at any time subject to the following provisos: If the Client terminates the project upon completion of a stage then they shall pay RPM’s fees and expenses up to the end of that stage. This will be calculated by the number of hours worked to date, and any expenses occurred. If the Client cancels the project during a stage the Client agrees to pay the full agreed fee for that stage and all expenses incurred up to the cancellation including any expenses relating to work that may have been commenced but not presented. On cancellation or postponement to the commission or any part of it for any reason RPM shall retain the copyright unless the fee agreed in advance for the work had included assignment of the copyright and the fee in total has been paid.
RPM shall be under no liability to the Client for any actions costs, claims or demands suffered in respect of any infringement of any patent, trademark name, and registered designs for the protection of Intellectual Property or Passing Off save insofar as such infringement is due to the default or bad faith of RPM.
Both of us agree that the specifications, documentation and information relating to our services are confidential, including information obtained about each other, and that only the agreed information as appears on the website can be disclosed, other than as required by Statute or Court Order.
- RPM will advise on implementation based upon normal production methods and techniques.
- Proposals for implementation of RPM designs and production are based upon the information provided by the Client and no warranty or representation is given concerning performance.
- The Client shall indemnify RPM in respect of any claim howsoever arising under the Consumer Protection Act 1987.
LIMITATION OF LIABILITY:
RPM will carry out the work commissioned to a proper professional standard but otherwise it cannot and does not accept any liability for any loss suffered by the Client arising from or out of the work or any consequent product. Specifically RPM does not accept any responsibility for default by any third-party or their subcontractor or by any manufacturer or supplier.
ARTWORKS AND PROOFS:
RPM will prepare and check artwork for reproduction as carefully as possible. However, RPM does not accept responsibility for any errors caused by the Client, themselves, or suppliers once the artwork, has been passed for print or production. The final responsibility for any errors or omissions remains with the Client. Artwork, sketch work or digital artwork kept for over one year may be destroyed unless claimed by the Client.
The level of our support offered is detailed in the agreed proposal proposal.
Completed projects/websites are provided as a complete work as detailed in your Business Agreement/Proposal. We are usually delighted to provide future support upon request, at extra agreed cost, but are not obligated in any way to do so.
Once a website has been signed off by the client, RPM takes no responsibility for any errors or alterations that the client has made. If the website has been altered by the client after delivery, this falls out of the original project scope and responsibility of RPM. If the client requires assistance to correct any errors, RMP will be required to create a new project brief & fee to come back on board when they can.
CREDIT AND REFERENCING:
You confirm that we reserve the right to include, without any notice or payment due to you, details of any services provided, including any images to show the nature of the work, for our use either on our website or within any printed portfolio, as an example of our work, together with, as we require, a link back to our site.
These Terms and Conditions supersede any and all prior representations, understandings and agreements between you and us.
We reserve the right to vary these Terms and Conditions at any time and such variation takes effect when they appear on our website or we forward them to you, whichever is sooner.
These Terms and Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
Many thanks, Ravenspoint Marketing