1. GENERAL - These
conditions of Solution Dreamer (SD) apply to the exclusion of any
terms or conditions of the
Customer. No variation of these conditions will be binding on
SD or form part of any contract unless expressly accepted by
SD in writing.
2. ESTIMATES - SD will usually attempt to estimate a price. Where
possible a full brief, preferably in writing should be supplied
by the Customer to SD before such an estimate can be prepared.
3. COST VARIATIONS - All prices quoted are, in the absence of
specific written agreement to the contrary, estimated only. SD
quotations for design work are based upon projected working hours
at the current studio rate, plus materials, and are subject to
amendment on or after acceptance to meet any rise or fall in such
rates or material costs. Any increased charges or costs arising
from alterations or additions to contractual specifications or
to work previously approved, may be charged to the Customer. Other
expenditure such as material sub-contracted on behalf of the Customer
will be quoted separately.
4. CONSEQUENTIAL LOSS - SD shall not be liable for any loss or
damage, whether direct or consequential, which is or may be occasioned
to the Customer or to any person with whom he is in contractual
relations which is in any way attributable to any delay in performance
or completion of any contract between SD and the Customer, however
that delay arises.
5. CUSTOMERS¹ PROPERTY - Customers property when supplied
to SD will be held at the risk of the Customer, although all reasonable
care will be taken to prevent loss or damage. If 3rd parties are
sub contracted by SD and are to use this artwork to complete their
requested task, then all artwork remains the property of the SD
customer and may not be copied or used in any manner by the 3rd
party for their own works outside of SD. Once the job has been
completed all copies of the artwork either hard or soft are to
be returned to SD or be completely deleted from their systems or
servers.
6. INITIAL WORK - Work produced, whether experimentally or otherwise,
at Customer request will be charged for unless otherwise agreed
in writing. If the Customer wishes to terminate an order at this
stage, a termination invoice will be drawn up charging for time
and materials up to this point.
7. PROOFS - Final proofs will be presented by SD to the Customer
for approval prior to publishing. When approval is given by the
Customer in the form of a signature upon our approval stamp, he
is assumed by SD to have studied all aspects of the material presented
and to be satisfied with them, noting any exceptions in writing.
8. IN THE EVENT THAT - (a) the customer becomes apparently insolvent
( within the meaning of the Bankruptcy) or makes any voluntary
arrangement with it¹s creditors, or (b) a petition is presented
or a resolution is passed to wind up the customer (other than for
the purposes of reconstruction or amalgamation as a solvent company
), or (c) a receiver is appointed over the whole or any part of
the assets of the Customer or an administration order is made in
respect of the Customer, or (d) the Customer shall otherwise cease
trading, or (e) any diligence, distress, execution or other process
is levied or enforced against any property of the customer, then
in any such event SD shall ( without prejudice to any other right
or remedy available to it ) be entitled to cancel any contract
between itself and the Customer or suspend any further deliveries
of goods or the provision of any further services under any such
contract without any liability to the Customer and if any goods
or services have been delivered or supplied but not paid for, the
price of such goods and services shall become immediately due and
payable, notwithstanding any previous agreement or arrangement
to the contrary.
9. COPYRIGHT - (a) The Customer shall not submit
for use by SD anything whose use would constitute an unauthorized
dealing with copyright material.
In the event of any breach of this condition resulting in such
an unauthorized dealing, the Customer shall remain liable to pay
all sums due to SD under the relevant contract and shall further
indemnify SD against any loss, costs or expenses attributable to
such unauthorized dealing.
(b) All copyright and other intellectual property rights in any
work created, commissioned or otherwise acquired by SD in implementation
of any contract between SD and the Customer shall remain with SD
until full payment has been received. For the purposes of these
conditions, WORK means and includes any artistic, literary or dramatic
work within the meaning of the (amended) Copyright.
10. PAYMENT - A payment will usually be taken when work begins.
Invoicing may be split into agreed phases in the event of lengthy
jobs. The final payment will be taken upon completion of finished
artwork. Divided payments by standing order may be considered under
certain circumstances such as regular consultancy or administrative
work.
10.1 PAYMENT (Maintenance) - Maintenance rates will become effective
if one of the following is met (a) the original site has been created
and paid for in full. (b) otherwise stated in writing by a SD representative.
Maintenance will be charged out at the current Maintenance Rate
and will be charged half hourly. A minimum charge of one half hour
will apply. SD has the right to decide if a job meets a maintenance
or design title. If the job meets a design title then the design
rate will be applicable.
10.2 PAYMENT (Project Postponement ) - If a project is postponed
or cancelled after more than 50% completion by anyone other than
Solution Dreamer, then the balance of works will be invoiced and
then completed at the customers continuation date (if any). If
the project is cancelled before 50% completion then a refund will
be issued minus charges accumulated by Solution Dreamer or any
3rd party costs that Solution Dreamer occurred during the project.
These prices will be calculated at Solution Dreamer’s standard
design rate based on the hours already spent including any 3rd
party costs. Setup costs are not refundable. Administration costs
will also be applicable. Percentage of works completed will be
calculated on current hours spent minus current hours quoted. Proof
in the form of a project time sheet will be provided to the customer.
11. TERMS - All payments must be made before the invoice due date,
unless agreed otherwise. Prices quoted by SD are inclusive of all
taxes which will, where appropriate, be payable by the Customers.
Where Hosting invoices are overdue by 30 days Solution Dreamer
reserves the right to lock all email facilities; at 60 days the
web site may be closed; at 90 days legal proceedings may commence.
12. TITLE - Ownership of any work delivered to the Customer under
any contract between SD and the Customer, or of any other goods
delivered under any such contract, shall not pass to the Customer
until payment in full of all sums due to SD under such contract
has been made to SD. The risk of damage to or destruction of any
item delivered by SD to the Customer shall pass to the Customer
upon delivery, notwithstanding that ownership of the item has not
then passed, and the Customer shall ensure that such item is adequately
insured from time of delivery.
13. SUB CONTRACTING - SD may employ any person, company or firm
as a sub-contractor for the production or provision of any printed
or other item in accordance with any original design or other work
produced by SD for the Customer.
14. NON-PAYMENT - Failure by the Customer to
meet financial obligations may result in legal proceedings by SD
under which circumstances
ALL legal costs and other administrative expenses will be recoverable
in full by SD.
15a. SEARCH ENGINES - A specific position in
the search engine results is not guaranteed. We will make every
attempt to obtain
a Top Ranking for your keyword phrase's), but are not liable for
circumstances beyond our control. Such as change in policies of
the search engines involved, spontaneous drops our other anomalies
out of our control.
15b. We will not index sites that promote hate or discrimination
based on race, religion, sex, age, sexual orientation or any other
type of grouping. We reserve the right to refuse to promote any
site we deem as unacceptable for any reason, without explanation.
15c. No retroactive refunds will be made, This service is a monthly,
Quarterly our Yearly service. For purposes of this agreement, SD
shall have no responsibility under this agreement during periods
when the search engine is not available either for searching or
submissions. SD will not be responsible for any further damages
of any kind.
15d. The code that we actually use to index your page with the
search engines is proprietary even though it is based on your original
pages. The information (all codes, HTML, Java all work that has
been manually done) may not be sold, used, or transferred another
website without our written permission.
15e. We will not ‘spamdex' your pages into unrelated keyword
categories. That means that if your page is the “cheap car
insurance” page, we will not index it into the “ford
trucks” keyword search page. This kind of indexing is harmful
to useful operation of all search engines. |