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1. Working with us
At 352 Digital, we strive to provide quality services and work to satisfy our clients’ needs. These are the standard terms and conditions for website & application design, web & application development, website & application maintenance; corporate identity creation, graphic design (logos, brochures any other artwork), photo and video editing; social network account creation & social network content management; copy writing & proof reading; Google Adwords SEM/SEA, social network advertising, search engine optimisation; domain registration, domain management, domain recovery; brand protection, brand monitoring, online trademark protection; email, webhosting, DNS and SSL certificates and apply to all proposals and all work undertaken by 352 Digital for its clients in these or any other areas.
We have written our terms and conditions in plain English to make them clear and easy to read. Any services or related work we provide to or for you will be provided on the basis of these terms.
2. What do you and we agree to?
You have the capacity and authority to accept these terms on behalf of yourself, your company or your organisation. You will give us the materials and information we tell you we need to complete each project. You will do this when we ask and provide it in the formats we ask for. You will review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you will also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of these terms.
We have the experience and ability to do everything we’ve agreed with you and we will do it all in a professional and timely manner. We will endeavour to meet every deadline that’s set or, if no deadline is agreed, then within a reasonable time. We will also maintain the confidentiality of everything you give us.
3. By using our services you accept these terms
By accepting a proposal from us or using our services, you accept these terms and you agree to comply with them. These terms and conditions replace all previous representations, understandings or agreements. Please read these terms carefully. We recommend that you print a copy of these terms for future reference.
4. We may make changes to these terms
We may amend these terms from time to time to reflect changes to our services, our users’ needs and our business priorities among other things. Every time you wish to use our services, please check these terms to ensure you understand the terms that apply at that time.
5. How do you and we work together?
5.1 Supply of materials
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. These materials may include photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to stop work and invoice you for the balance of the contract.
You will have plenty of opportunities to review our work and provide feedback. We will either share a Dropbox, Google Drive folder or another repository or development site with you and we will have regular contact by phone, email or other means.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our website development phase is flexible and allows certain variations to the original specification. However work arising from any major deviation from the specification will be charged at the rate of 75€ per hour.
Once our work is completed, you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the balance of the project price will become due.
5.5 Rejected work
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
6.1 Browser testing
Browser testing means ensuring that a person’s experience of a design is appropriate to the capabilities of that browser or device.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Mozilla (Firefox), Brave Software (Brave) and Opera Software AS (Opera). We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
6.2 Mobile browser testing
Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:
- iOS: Safari and Google Chrome
- Android: Google Chrome
We won’t test in other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate.
7. Search engine optimisation (SEO)
All website designed by us are search engine friendly. However we do not guarantee any specific position in search engine results for your website. We perform search engine optimisation according to current best practice at an additional cost.
8. Technical support
We will host and manage all matters relating to the availability of your website or services required by your mobile application.
We do not provide email hosting and so any issues arising from email should be addressed to your chosen email service provider.
9. Domain Names
When you ask us to purchase or manage domain names on your behalf, we assume the responsibly of technical management, payment and renewal of those domain names. To ensure their security, domains will be renewed for one year up to 30 days before expiry. We will invoice for the renewal of all your domains once per year. No refunds will be given for domains renewed if prior notice was not provided in written form 30 days before their expiry.
The loss, cancellation or otherwise of a domain brought about by non or late payment on your part is not our responsibility. We cannot be held responsible for deletion, suspension or interruption of domain availability of any kind brought about by the services you provide, emails you send or content on your website.
10. Social media management
When you ask us to help you promote your products or services through social media channels, we will honour the components of your chosen social media management package as long as payments are received in advance or as per any other pre-agreed billing schedule. If payment is not received on time, we will halt further work until this is rectified.
Where creation of social media accounts or signups for 3rd party services of any kind are required, you authorise you to accept the terms and conditions of their sites on your behalf.
11. Payment schedule
Unless agreed otherwise with you, we will require an advance payment for all services of 25% of the project estimate total before the work is started. We will require the remaining balance on completion of the work or when we release materials to you or your clients, whichever comes first.
If you ask us to incur any additional expenses necessary for completing work (such as domain names, special fonts, stock photography, etc.) then you agree to reimburse us in full.
We issue invoices electronically. All proposals are quoted in Euros unless otherwise stated.
You agree to pay all charges associated with transfers of funds. Our bank account details will be printed on our electronic invoice. We reserve the right to charge interest per month or part of a month on all overdue debts at the rate of 12% annually.
We’re sure you understand how important it is to a small business that you pay the invoices that we send you promptly.
Our payment terms are 20 days from the date of invoice by bank transfer. Accounts unpaid 20 days after the invoice date will be considered in default. If your account is in default, you may be liable to pay us reasonable expenses, including legal fees and costs for reminders and collection by third parties.
If you are in default and maintain any content on our web space, we may remove all that content from our web space. If we do so, you agree that we are not responsible for any loss of income or data incurred and you are still responsible for paying any outstanding charges. We reserve the right to withdraw all or part of our services in the case of late payment.
12. Our responsibility for loss or damage suffered by you
We will carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. We can’t guarantee that our work will be error-free and so we can’t be liable to you or any other person for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Our liability to you will also be limited to the amount of fees paid for the project in question.
13. Intellectual property rights
Just to be clear, ‘intellectual property rights’ means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by you, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a non-party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we will assign all intellectual property rights to you as follows:
You will own the website we design for you plus the visual elements that we create for it. We will give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them. You grant us the rights to publish and use such intellectual property rights and agree to indemnify us from any claims resulting from your failure to obtain proper permissions.
We will own any intellectual property rights we’ve developed before, or separately from this project and not paid for by you. We will own the unique combination of these elements that constitutes a complete design and we will license its use to you, exclusively and for the life of the website for this project only, unless we agree otherwise.
14. Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
15. Crediting our work
A link to 352 Digital will appear in either small type or by a small graphic at the bottom of your website. If a graphic is used, it will be designed to fit in with the overall site design. If you request that the credits be removed, we will apply a nominal fee of 10% of the total development charges. When total development charges are less than € 5,000, a fixed fee of € 500 will be applied.
We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
These terms and conditions need not be renewed. If for some reason one part of this contract becomes invalid, illegal or unenforceable, the remaining parts of it remain in place. This invalid, illegal or unenforceable part will be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to our intention underlying the invalid, illegal or unenforceable provision.
If you wish to terminate our services, you must request so in writing 30 days before the renewal of the service. Termination will be effective on receipt of that notice. E-mail or telephone requests for termination of services will not be honoured unless confirmed in writing. You will be invoiced for work completed to the date of first notice of cancellation for payment in full within 20 days.
18. Governing law and jurisdiction
This agreement is governed by Luxembourg law. You agree to submit to the non-exclusive jurisdiction of the courts of Luxembourg-City in connection with any dispute arising under these terms or in relation to any services we perform for you.