Terms and Conditions
All services provided by Media Identity to the Customer are subject to the following terms and conditions:
Media Identity is a trading name of e-Branch Limited, company number: 06269239
A copy of these terms and conditions must be signed by all new customers at the time of submission of work to Media Identity, indicating agreement to and acceptance of these terms and conditions. Ticking the check box at the time of placing your order will signify acceptance of these terms and conditions.
Charges for services to be provided by Media Identity are defined at the time of placing your order. All web site design services require an advance payment of 50% of the total costs. This payment, and all subsequent installment payments are non-refundable.
Payments not made on receipt of invoicing through the course of the project will hold up the progress of the project and could jeopardise project deadlines.
Payment for services is made via our Pay Pal Subscription buttons, setting up the monthly payments to be taken automatically.
3. Customer Review.
Media Identity will provide the Customer with an opportunity to review the appearance and content of web site materials at each stage of development once they are completed. Such materials will be deemed to be accepted and officially approved, unless the Customer notifies Media Identity otherwise within fifteen (15) days of the date the materials are made available to the Customer. If the website is compliant with the specification and the customer requires further alterations, these will be chargeable at the designated rate of £180 per day or £25 per hour plus VAT. The customer is entitled to acceptance testing procedures and time to test before signing off the project.
4. Turnaround Time.
Media Identity will install and publicly post the Customer’s web site within a reasonable number of days from the date initial payment is received from the Customer, unless a delay is specifically requested by the Customer.
Invoices are issued on strict immediate terms. Accounts that remain unpaid twenty-four (24) hours after the due date of the invoice will have their website and email hosting package automatically frozen. A £50 plus VAT activation fee will be required to reinstate the website and email hosting to its former state. All domain, hosting and email data will be deleted from our records if the installment remains unpaid for ninety consecutive days, and this data will not be retrievable.
Termination of services by the Customer is acceptable by cancelling their PayPal installment plan.
7. Legal Restrictions.
Media Identity services may be used for lawful purposes only. Submission, transmission, or maintenance of any information or materials in violation of any UK and Welsh Common Law and Statute and/or regulations, is prohibited. This includes, but is not limited to, material legally judged to be threatening or obscene. Media Identity reserves the right to refuse service to the Customer without providing reason or cause.
Customers retain the copyright to data, files and graphic logos provided by the Customer, and grant Media Identity the rights to publish and use such material. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party. The Customer is further responsible for granting Media Identity permission and rights for use of the same and agrees to indemnify and hold harmless Media Identity from any and all claims resulting from the Customer’s negligence or inability to obtain proper copyright permissions. Every contract for web site design and/or placement shall be regarded as a guarantee by the Customer to Media Identity that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
9. Standard Media Delivery.
Unless otherwise specified, this Agreement assumes that all text will be provided by the Customer in electronic format (ASCII text files delivered on CD or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .psd, .gif, .jpeg or .tiff format. Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although every reasonable attempt shall be made by Media Identity to return to the Customer any images or printed material provided for use in creation of the Customer’s web site, such return cannot be guaranteed.
10. Design Concepts.
Media Identity will design one concept, (usually a homepage) and work on this with the clients feedback to get to an agreed interface design. If the first concept is not acceptable, we will work on up to an additional two further concept designs. If one of the three concepts we design is not acceptable to the client, both parties are free to terminate the contract. No refunds for the design work would be available but the designs could be provided to the client with copyright assigned to the client. Alternatively we can continue to provide new designs charging for our time at our standard rates of £25 plus VAT per hour.
11. Design Templates.
Media Identity typically allow for up to three different layout designs in a standard project. Additional layouts that require designing will be charged extra for at our standard rates of £25 plus VAT per hour.
12. External Sources.
External third party systems that we need to integrate with will not be part of any fixed price quote agreed with Media Identity. All third party integration work will be charged for on a pay for time basis. Media Identity will give an estimate for the time required at the point of receiving an order, but will charge for the time taken to integrate any third party software. Examples being xml/rss feed integration or bespoke integration using API’s for third party software systems.
13. Website Content.
Media Identity will be responsible for adding the content to up to ten individual content pages of your website and the price for this is calculated on a per page basis within the initial deposit payment. Media Identity can add content to further pages at a cost of £25 plus VAT per content page. Media Identity will only add the content for each page once and therefore content supplied should be final and signed off. In the event that content needs adding again for any pages, the time taken will be charged for at our standard rates. Any extra charges will be highlighted to the client before commencing any extra work not already agreed.
14. Design Credit.
A discrete link to Media Identity will appear in small type at the bottom of a page of the Customer’s web site on all website design projects.
15. Publishing Rights.
Unless specifically asked not to, Media Identity retains the right to publish information about the clients project on Media Identity’s website and social channels, including but not restricted to news, updates, details of the project including visuals of the design to be included in our portfolio.
All content provided by the client should be final and agreed content. Amends to the content provided during the course of the project may be charged for at our standard rates if excessive.
17. Stock photography.
We can source and include in the project price royalty free stock photography from istockphoto and shutterstock, up to a value of £25, after which the client will be responsible for additional photography costs.
18. Intellectual Property.
The copyright in any methodologies and technologies provided by the Developer for the Project shall remain in the Developer or its licensees name. All Intellectual Property rights created, whether alone or jointly, by the Developer in connection with the Project shall by way of present and future assignment be assigned with full title guarantee to the Client.
18.1 The Developer grants the Client a royalty-free, worldwide, non-exclusive licence to use and modify any methodologies and technologies provided by the Developer.
18.2 The Developer waives any moral rights as defined in sections 77 to 83 of the Copyright, Designs and Patents Act 1988 subsisting in any copyright work created for the Client under this Agreement.
18.3 Nothing in this Agreement shall be taken to prevent the Developer from using any expertise acquired or developed during the performance of this Agreement in the provision of services for other companies or on its own behalf.
19. Right to Pull.
By signing this Agreement, the Customer agrees to give Media Identity “on demand” access to the Customer’s installed web site, and further agrees that Media Identity shall have the right to remove that site from public posting for failure to adhere to the terms of this Agreement, including violation of any licensing agreements.
20. Post-Placement Alterations.
Media Identity cannot accept responsibility for any alterations caused by a third party occurring to the Customer’s pages once installed. Such alterations include, but are not limited to additions, modifications, or deletions.
21.1 Each party warrants to the other that it has the full right, power and authority to enter into and perform this Agreement and has not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement.
21.2 The Client warrants that it has sufficient rights (including Intellectual Property Rights) in the Client Content to grant to the Developer the rights set out in this Agreement and has obtained and will maintain and renew, as appropriate, all necessary licences, authorisations and consents which are necessary for the Developer to provide the Project.
21.3 The Developer warrants that it has sufficient rights (including Intellectual Property Rights) in and relating to the Project to grant to the Client the rights set out in this Agreement and has obtained and will maintain and renew, as appropriate, all necessary licences, authorisations and consents which are necessary for the Client to make commercial use of the Project.
21.4 Except as expressly provided this Agreement, each party expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.
The Customer agrees to indemnify and hold harmless Media Identity from any and all claims resulting from the Customer’s unlawful or improper use of Media Identity’s services which cause damage to the Customer or a third party.
Each party shall indemnify and keep the other party fully and effectively indemnified on demand against any liability, damage, expense, claim or cost (including reasonable legal costs and expenses) suffered by the other party as a result of any breach by the first party of the warranties set out in clause 21 of this Agreement.
22.1 To take the benefit of an indemnity, that party shall: (i) notify the other party promptly in writing and in any event within ten (10) business days of first learning of any such claim, lawsuit, action or proceeding; (ii) consent to the other party having the sole authority to control the defence and/or settlement of any such claim, lawsuit, action or proceeding; and (iii) provide reasonable co-operation and assistance to the other party, at that party’s expense, in defending any such claim, lawsuit, action or proceeding.
23. Limitation of Liability.
Save as provided in clauses 21.1, 22.2 and 22.3, neither party shall be liable in contract, tort (including negligence) or otherwise arising in connection with this Agreement for: (i) consequential, indirect or special loss or damage; or (ii) any loss of goodwill or reputation; or (iii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings) in each case, even if the relevant party has been advised of the possibility of such loss or damage and howsoever incurred.
23.1 Save for clauses 21.1 and 22.3, both parties agree that the maximum liability of either party in contract, tort (including negligence) or otherwise arising in connection with this Agreement shall be limited [£250,000]/[to twice the aggregate Fees and Support Fees paid or payable by the Client or £10,000, whichever is the greater].
23.2 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees acting in the course of their duties.
24. Force Majeure.
Either party will not be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that party including but not limited to acts of god, war, civil commotion or industrial dispute and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If either party is prevented from performing its obligations for a period exceeding six (6) months due to Force Majeure then the other party may terminate this Agreement immediately.
These Terms and Conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted, save only for any exceptions specifically outlined in the attached project proposal. The Customer’s check of the terms and conditions check box at the point of placing an order constitutes agreement to and acceptance of these Terms and Conditions. Media Identity reserves the right to change the terms and conditions of the acceptance of future orders for authorising and placement of the Customer’s pages.
26. Governing Law.
This Agreement shall be governed by the laws of England and Wales, which shall claim venue and jurisdiction for any legal motion or claim arising from this Agreement.
In order to provide you with our services we may request information from you. We respect your privacy and will protect the information that you provide. Any information you provide through our web site may be used in the following ways:
- In order to contact you.
- To deliver services that you purchase.
- To alert you to product news, special offers, updated information and other new services.
- To provide other companies information in order to fulfil your purchase requirement where only the minimum information required will be given in order to fulfil the delivery of your order.
- To disclose the information if required by law.
Your information will not be passed on to any third parties without your permission, other than those listed above. We also protect your data from misuse, unauthorised access, disclosure, or alteration.