Terms & Conditions
CLINTON SMITH DESIGN LIMITED
Clinton Smith shall charge for work at prices stated on our hourly rate, current at time of order, unless agreed otherwise in writing before the work starts. All prices quoted are assumed to be exclusive of materials, delivery charges and VAT.
Clinton Smith will quote prices and estimate delivery times for any job upon request.
a) Quotes and delivery estimates are provided subject to sight of final brief.
b) Customers are urged to check specifications and conditions in any quote. All additional work, requested outside of the original brief and provided quote, shall be chargeable at our standard hourly rate, unless otherwise agreed in writing.
c) Quotes are checked for accuracy. However, Clinton Smith reserves the right to decline work if an error occurred in the quote.
d) A copy of the Acceptance of Quotation (if provided) must be returned signed and dated before the commencement of any work can begin. This will be accepted as indication that these terms & conditions have been read and agreed to.
The customer shall pay invoices for work ordered within 30 days from the date of invoice. Clinton Smith reserves the right to charge interest on all overdue sums (including interest charges for late payment) at the rate of 2.5% per month, payable on demand.
Once design work has been commissioned, all deposits are non-refundable.
4. Verbal Instructions
The customer is urged to issue all instructions in writing and to confirm telephone instructions by email/fax. Clinton Smith will use its best endeavours to follow instructions given verbally, but shall except no responsibility or liability for work carried out on this basis.
Clinton Smith will not be liable for any costs incurred, compensation or loss of earnings due to material or information received late from the client or suppliers. Clinton Smith reserves the right to charge extra for work which, as a result of being supplied late, must be executed more quickly than originally agreed.
If work is delayed or cancelled without prior arrangement, by more than seven days due to customer approvals, material supplied late, or for any reason that is beyond the control of Clinton Smith, Clinton Smith shall be entitled to payment for all work already carried out, whether or not completed or delivered.
Clinton Smith's liability to the customer for any damage or expense caused by a failure to discover any defect/error in the work or supplied items, shall be limited to a sum equal to the amount Clinton Smith charges for those items or work effected. Clinton Smith cannot be held liable for any errors, failures, defects, or delays in the work caused by the supply of unsuitable specifications, instructions or material supplied by the client.
a) All copy/content supplied by the client is received as final copy and is assumed to have been fully proof read, grammatically accurate and spell checked. All text generated by Clinton Smith will be provided to the client for approval. Once Clinton Smith receives sign-off from the client, it is assumed all copy and content is fully approved and proof read by the client.
b) Clinton Smith is not liable for any copyright infringements of imagery supplied by the client. Imagery supplied by the client for use in any project is assumed that copyrights or permissions are assigned to them to use such imagery.
8. Force Majeure
Clinton Smith shall have no responsibility to the customer in the event of any failure, delay or default due in whole or part to:-
a) Circumstances beyond the control of Clinton Smith.
b) Fire, power failure, mechanical or software failure, media storage corruption and unavoidable shortage of materials.
c) Industrial disputes or third party actions.
Until work carried out by Clinton Smith is paid for in full, including interest for late payment, legal and beneficial ownership shall remain with Clinton Smith, and the customer shall hold the work on a fiduciary basis. Notwithstanding the above, the customer may sell on the work in normal course of business, in which case Clinton Smith ownership shall attach to the proceeds of the sale.
10. Intellectual Property
Any creative elements in Clinton Smith’s work are supplied only as a limited license for use to the extent specified in (or that could be assumed from) the original order. Clinton Smith shall retain full legal and beneficial ownership of such creative work and no additional or subsequent use or commercial exploitation may be made without Clinton Smith’s expressed permission in writing.
11. Indemnity & Libel/Obscenity
The customer shall fully and effectively indemnify Clinton Smith against all costs, expenses, damages and losses in connection with any third party proceedings with respect of goods produced, worked on or work carried out by Clinton Smith, including claims and proceedings relating to copyright, trademarks, patents, industrial property, libel and obscenity.
12. Customer Default
If the customer shall be in default, or if Clinton Smith has reason to believe that the customer will be unable or unwilling to discharge its obligations, then Clinton Smith may cease work without any liability and give notice to the customer that payment for anything supplied under the contract between the two parties is due and payable immediately. Without prejudice to other remedies, Clinton Smith shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession, and shall be entitled to dispose of such goods or property as it thinks fit in order to apply the proceeds towards such debts.
Outside of our core services Clinton Smith may subcontract work to a third-party, but Clinton Smith shall remain liable to the client for this work. We add a discretionary mark-up/handling charge at industry standard rates unless agreed otherwise in writing with the client prior to commencement of this work.
14. Divisibility of Contract
All contracts between Clinton Smith and its clients are divisible. Each delivery made (i) shall be deemed to arise from a separate contract, and (ii) shall at Clinton Smith’s discretion be invoiced separately.
15. Different Conditions
These conditions override any differing conditions which may appear on the customer’s order, and may be modified only with the written consent of Clinton Smith.
16. Governing Law
The resolution of any dispute shall be governed by the Laws of England.
17. Publicity Rights
Clinton Smith are entitled to claim authorship for designs/products reproduced wholly or substantially to its design. The customer agrees to give us credit where appropriate in all press, publicity and online material. Clinton Smith appreciate the opportunity to see such material before publication. We reserve the right to use our commissioned design work in self-promotional literature, advertising and websites.
Clinton Smith cannot be held liable for final printed items that do not match original inkjet/laser/screen visuals presented in the design process. Due to different printing processes/methods/stock, and digital display differences, final printed colours will vary.
Clinton Smith accepts no responsibility for items printed from artwork supplied without a proof being supplied for approval.
Clinton Smith shall sub-contract all print orders. Likeness in colours may vary on print runs and on reprints using the same colour. We are not liable for colour variations that are beyond our control. Printed colours vary between spot colours and 4 colour process (CMYK), and between lithographic and digital printing, etc.
20. Acceptance of Printed Work
The customer shall inspect all work immediately on receipt, and give notice of any alleged defects in writing to Clinton Smith within three working days of delivery. Failing such notice, the work shall be deemed to have been acceptable and therefore will be liable for payment.
WEBSITE DESIGN & DEVELOPMENT SERVICE TERMS
21. Website Development
The client agrees to approve a site map and make available all content required for a working website to be developed. All content received prior to building a working website will be considered approved and final. Any changes to a site map or page content after approval may incur additional costs.
Unless an additional quote is requested, further developments instructed after a website has been initially completed and/or presented will incur additional costs based on the quoted hourly rate, unless otherwise agreed.
22. Website Liability
Clinton Smith will endeavour to ensure that the website and any scripts or programs are free of errors, however we cannot accept responsibility for any issues which arise with third party applications, scripts, hosting or compatibility issues, and shall not be liable to any losses, breaches of security, or items outside of our control.
a) Any updates made to a website that was not produced by Clinton Smith are not the responsibility of Clinton Smith. If any such updates result in errors, failures, down-time, or security breaches, any requests to rectify the problem(s) will incur a nominal fee to complete.
b) Clinton Smith will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines as a result of a clients failure to provide all required items within agreed time frames or as a result of factors beyond Clinton Smith's control.
c) Clinton Smith will not be liable or become involved in any disputes between the site owner and their clients, customers or visitors, and cannot be held responsible for any wrongdoing on the part of a site owner. (i.e.; items related to copyright, security or ownership).
d) Clinton Smith will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
e) Clinton Smith reserves the right to charge the client to upgrade a website to meet browser/device technological enhancements, should the website not display or function correctly when such updates are released and at the client’s request.
23. Website Copyright
The website, graphics, generated content (text and photography) and any programming code remain the property of Clinton Smith until all outstanding accounts are paid in full. We reserve the right to withhold and remove content until payment is received or agreed upon.
a) Any front-end and back-end scripts, databases, applications, or software that is created by Clinton Smith remain the copyright of Clinton Smith and may not be commercially reproduced or resold without the permission of Clinton Smith (unless otherwise agreed in writing). Any such acts of plagiarism will be considered theft and be liable for prosecution.
b) Clinton Smith takes no responsibility for any copyright infringements caused by material supplied or requested by the client, or used by the client in the future, on their website. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material (though it is not the responsibility of Clinton Smith to check the validity of copyright on such items).
c) Any photography created by Clinton Smith, or supplied from our archive, is issued on a limited licence to the client (unless otherwise agreed in writing). Supplied photos may not be reproduced by the client without written authorisation from Clinton Smith, and we reserve the right to re-licence the image at an additional cost for each usage. Any acts of copyright infringement will be considered theft and be liable for prosecution.
24. Website Backups
Clinton Smith are not responsible for archival backups of any live website, but may keep a record of the website at time of completion and any updated files completed by Clinton Smith (excluding database content). It is the responsibility of the client to arrange or discuss with their host suitable backup systems of a live website or database.
25. Hosting & Domain Names
Clinton Smith will outline details of hosting server requirements when a full understanding of the project has been established.
a) Clinton Smith can arrange hosting or recommend suitable hosting companies to host websites. Clinton Smith are not a hosting provider or domain name registrar, and if we are asked to arrange for a suitable hosting account we shall find and arrange a third-party for this. Clinton Smith can offer no guarantees on hosting arranged for the client, its availability or is liable for any loss of service - though we shall endeavour to communicate with the host or registrar should any issues arise.
b) Unless Clinton Smith has arranged or recommended a suitable host server, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server requirements in order for the website to operate correctly. Clinton Smith will not be liable for any delays in launching a website due to the client host server not meeting the outlined requirements set out on the brief.
c) If Clinton Smith are asked to manage the hosting and/or domain registration, we shall pay for the service renewals 1 month prior to expiry on an annual basis (‘.co.uk’ domain names are renewed bi-annually) and invoice the client plus an administration fee. Domain names and hosting registered by Clinton Smith will be owned by Clinton Smith and licensed to the client.
d) If the client wishes to terminate the hosting or domain registration we require at least 1 month written notice prior to expiry. There is no refund offered if the termination is requested at any point through the paid period of registration, though the client can request for the domain name(s) to be re-pointed to a different host server.
e) If the client wishes to transfer the domain from an account created by Clinton Smith, they will be liable for any transfer costs imposed by the third-parties used. Clinton Smith may also charge and administrative to complete such action.
26. Website Testing
The client is expected to fully test a completed website prior to it being made generally available for use and provide written approval for the website to be made ‘live’. If any ‘bugs’, errors or other issues are found prior to the site going live, Clinton Smith will endeavour to correct these issues to meet the standards of function outlined in the brief – though any content provided by the client, such as text and calculations, are assumed to be final and are not checked by Clinton Smith for spelling or accuracy unless otherwise agreed.
Any problems which arise to a ‘live’ website, which are found to also be present on the approved preview site, may be subject to a fee to amend/correct.
27. Website Compatibility
Clinton Smith will endeavour to ensure that any developed/designed site will operate correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software considered currently available at the time of completion. Clinton Smith does not develop websites to be compatible with older browsers that are deemed ‘obsolete’ unless briefed to do so. Clinton Smith can offer no guarantees of correct function with all browser software on all devices, or that it will be compatible with future browsing technology - though we do test a number of the most popular browsers/devices at the time of completion.
In general, a website will be designed for optimum use on a desktop/laptop browser, with considerations for ‘popular’ screen resolutions. Clinton Smith will only develop multiple versions of a website (or a fully responsive layout) for compatibility with small screen devices (such as smart phones) or ‘mobile browsers’ only if briefed to do so.
28. Website Refusals & Termination
Clinton Smith reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate any web hosting service we provide for clients should the necessity arise.
29. Website SEO & Search Engine Ranking
Clinton Smith will endeavour to develop each website and page with a focus on maximising search engine optimisation (SEO) for assumed and relevant keywords, but Clinton Smith cannot offer any guarantees regarding the position your website ranking in any search engine following the completion, upload and (if necessary) registration of your site.
a) Though Clinton Smith undertake several experienced techniques which does aid in the performance your website SEO, due to external factors and potential changes to search engine algorithms we cannot accept liability for your position within a search engine directory or fluctuations in this position.
b) Clinton Smith does not undertake techniques which are considered ‘illegal’ by any major search engine, as this risks your website being removed from the search engine directory. Clinton Smith shall not be liable for any third party development to include such techniques and the consequences incurred.