Terms and Conditions
Introduction
1.1 General
Poziteeve Design Registered in Ireland (hereinafter referred to as "Poziteeve") provides Graphic Design, Web Site Design (hereinafter referred to as the "Services").
Poziteeve reserves the right to suspend or cancel a customer’s access to any or all Services provided by Poziteeve if these Terms and Conditions have been broken in whole or part. These Terms and Conditions supersede all previous representations, understandings or agreements, unless specifically agreed otherwise by both Parties, in writing. All work is carried out by Poziteeve on the understanding that the client has agreed to Poziteeve’s Terms and Conditions.
1.2 Indemnification
The Customer agrees that it shall defend, indemnify, save and hold Poziteeve harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Poziteeve, its customers, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Customer. The Customer agrees to defend, indemnify and hold harmless Poziteeve against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Poziteeve; any material infringing or allegedly infringing on the proprietary rights of a third party or causing a copyright infringement and any defective products sold to customer from Poziteeve’s or its partners’ servers.
1.3 Governing Law
This agreement shall be governed by Irish Law.
2.0 Web Site Design Services and Graphic Design
All web and graphic design commissions provided by Poziteeve to the Customer are subject to the following Terms and Conditions.
2.1 Scope of Work and Price Agreement
Charges for Services to be provided by Poziteeve will be defined in the customer’s Project Proposal. Under normal trading circumstances, the Project Proposal will be issued by Poziteeve following receipt of a request for quotation from the Customer, which shall identify the scope of work intended.
Once the Project Proposal has been accepted by the Customer, this will then be deemed to be the sole document which will specify the scope of work. Where possible and relevant, based upon the information provided by the Customer, such other resources will be identified in the Project Proposal. However, in those circumstances whereby such resources cannot be reasonably identified at the Project Proposal stage, then Poziteeve reserves the right to issue an amendment to the Project Proposal as soon as it becomes clear that additional resources might be required, which might include a re-evaluation of the costs quoted.
The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The customer also agrees that Poziteeve holds no responsibility for any amendments made by any third party, before or after a design is published.
The finished and published work is the Company’s intellectual property and Poziteeve has the right to represent to Poziteeve’s portfolio.
Any indication given by Poziteeve of a project’s duration is to be considered by the customer to be an estimation. Poziteeve cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Poziteeve for the initial payment or by date confirmed in writing by Poziteeve.
2.2 Payment Clause
All services require an advance non-refundable deposit of 30% (thirty percent or greater at our discretion) of the project quotation total before the work is supplied to the Customer for review. The remaining will be due upon completion of the work or at stage payment as agreed in the proposal. Work on the project will not commence until Poziteeve has received this amount.
Charges for any additional services over and above the estimated design, will become fully payable at the time of estimate or quotation acceptance. Publication and/or release of work carried out by Poziteeve on behalf of the client, may not take place before cleared funds have been received.
2.3 Customer Review
Poziteeve will provide the Customer with an opportunity to review the appearance and content of the Web site during the design prototype stage.
The customer agrees to allow Poziteeve to place a small credit on printed material exhibition displays, advertisements and/or a link to Poziteeve’s own website on the customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. The customer also agrees to allow Poziteeve to place websites and other designs, along with a link to the client’s site on Poziteeve’s own website for demonstration purposes and to use any designs in its own publicity.
2.4 Customer Acceptance
At the "sign-off" stage the customer will be presented with the completed design. Such materials will be deemed as acceptable and approved unless the Customer notifies Poziteeve to the contrary within 10 working days of the date the materials were made available.
Invoices will be provided by Poziteeve upon completion of any work undertaken. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be subject to a service charge for an amount equivalent to Bank Rate + 2% of the outstanding balance.
2.5 Default
Accounts unpaid 30 (thirty) days after the date of invoice will be considered in default. If the Customer in default maintains any information or files on Poziteeve’s Web space, Poziteeve will, at its discretion, remove all such material from its web space. Poziteeve is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer’s account. Customers with accounts in default agree to pay Poziteeve reasonable expenses, including legal fees incurred by Poziteeve in enforcing these Terms and Conditions.
2.6 Termination
After delivery you shall have 10 working days to request changes .Upon acceptance of
the work and payment of the balance your own domain name shall be pointed as per hour instructions and the website shall be deemed live.
Any web site content, i.e. text and images provided by the customer and/or their clients, remains the property of the customer. Any associated system coding developed by or provided by Poziteeve remain the intellectual property of Poziteeve, unless otherwise agreed and stated in writing by both parties.
If a customer wishes to terminate their account with Poziteeve and transfer their web site information elsewhere, Poziteeve will advise and assist with any data extraction and transfer work subject to Poziteeve’s standard hourly rates.
2.7 Copyright
The Customer retains the copyright intellectual property rights to data, files and graphic logos provided by the Customer, and grants Poziteeve the rights to publish and use such material. The Customer must obtain permission and rights for the use of all information, content, imagesnor files used on the web site and in other graphic design media that are copyrighted by a third party.
Should Poziteeve, or the customer supply an image, text or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Poziteeve to remove and/or replace the file on the site without notice. The customer agrees to fully indemnify and hold Poziteeve free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
2.8 Changes to Site
You have one month from launching of the website within which to request minor amendments/enhancements to the website and to correct errors free of charge. Thereafter all changes done by Poziteeve are currently charged at our hourly rate per hour or part thereof.
2.9 Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Customer in electronic format (ASCII files delivered on disk or via e-mail) and that all photographs and other graphics will be provided by the Customer and will be of sufficient or appropriate quality print suitable for scanning or, alternatively, electronically in .gif, .jpeg, .png or .tiff format.
The customer agrees to supply Poziteeve with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
Images must be of a quality suitable for use without any subsequent image processing, and Poziteeve will not be held responsible for any image quality which the client later deems to be unacceptable. Poziteeve cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.
Although every reasonable attempt shall be made by Poziteeve 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 and it is the responsibility of the Customer to retain the original or a back-up copy or to employ suitable Disaster Recovery procedures.
2.10 Access Requirements
If the Customer’s Web site is to be installed on a third-party server, Poziteeve must be granted read/write access to the Customer’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
2.11 Post-Placement Alterations
Poziteeve cannot accept responsibility for any alterations caused by any other party to the Customer’s web site once installed. Such alterations include, but are not limited to additions, modifications or deletions. Content should not include any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Poziteeve also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Poziteeve does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow Poziteeve to remove the contravention without hindrance, or penalty. Poziteeve is to be held in no way responsible for any such data being included.
3. Disclaimer
Poziteeve will not be responsible for any damages your business may suffer. Poziteeve makes no warranties of any kind expressed or implied for services we provide. Poziteeve disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, copyright infringements, non-deliveries, wrong delivery, and any and all service interruptions caused by Poziteeve or third parties. Poziteeve reserves the right to revise its policies at any time. We reserve the right to cancel your account at any time without notice. We reserve the right to amend and update these Terms and Conditions at any time without notice.
4.Technical Support
Unless otherwise stated, the web-site hosting, email services shall be provided by a third party in partnership with Poziteeve. Poziteeve has no influence in relation to the hosting offered by the third party and is not responsible for any technical deficiencies or breaks in service when they occur. Should technical support be required by a client, an email should be sent to Poziteeve and the matter raised will be discussed with the relevant third party partner.
5. Data Backup
Poziteeve is not responsible for the backup of data on a customer’s web site will only backup files necessary to recreate the original web site. It is recommended that you keep an independent backup of important data.
6.Domains and Hosting
All websites will be initially published to a sub domain URL of the Company in the format www.poziteeve.com/yourdomainname until payment in full is received and you instruct us to use your own domain name. We recommend that you transfer registration to us as registrars. Should you choose to point your domain from another registrar to your website, you are responsible for contacting the registration body and for paying any fees due to them for this service, and for any delays.Hosting services are payable yearly in advance, prior to the date of expiry. We reserve the right to increase our fees and charges on a year on year basis. All charges and fees are non refundable.
7.Third Party Rights
The provisions of the Contracts (Rights of Third Parties) Acts or equivalent (if any) shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act or equivalent to enforce any term of the contract.