Ergo Creative, a division of Emblime Ltd (EL), will carry out work only where an agreement is provided either by email, telephone, mail or fax. EL will carry out work only for clients who are 18 years of age or above. An order is deemed to be either a written or verbal contract between EL and the client; this includes telephone and email agreements.
GENERAL TERMS OF WORK
EL will accept agreement to our quotes via email as a binding contract, whereby payment will be made for this work, equal to the quote, and for any additional fees agreed upon, within 30 days of completion and invoice by EL.
For new client projects and some larger projects, we may request a deposit in one of the following forms:
- For multiple phase projects: the amount for phase 1 will be billed for at the start of the project, as form of deposit.
- For single phase projects: we request a 50% deposit at the start of the project for your first project.
- For ‘Fresh Start’ projects: we request a 50% deposit at the start of the project.
The deposit is required before project work commences.
For branding, consultancy, media and product design, EL invoice for the final amount once work is complete and payment is due within 30 days of issue.
For websites EL invoice for the final amount once construction is complete and is due within 30 days of issue. The website will be released to go live on receipt of final payment.
The client should ensure we have been provided all the necessary copy and content, (and the client has received any training required) before the invoice is due, should they wish to go live within this time period. Organising copy/content and training time are the clients responsibility. Missing content or unfinished training will still be entered/completed by us after payment, if the client has not finished it before the payment was due.
A clients choice of a go-live date may not always tally with our build completion, but at this point we have completed the physical work so it is eligible for invoice.
If the client moves the go live date, this is down to the client, and does not alter the fact that the build is complete, and therefore not affect the settlement of payment 30-day time period.
Until payment is settled we retain the copyright on all works, design, code and construction completed.
If an invoice remains unpaid for 90+ days; depending on the case we may seek further advice on how to proceed.
By agreeing to the quote you accept these terms and conditions and enter into a contract with us.
“Kill Fees” – Cancellation & Rejection Fees
A client halting a project will still owe a percentage of the agreed amount for works completed as follows:
Cancellation Fees –
A cancellation fee occurs when a client halts progress on a project due to unforeseen circumstances or any other reasons beyond the artist’s control. All rights transferred to the client, agreed upon in the contract, are still valid for what work is completed by the artist.
% of original fee
Prior to completion of concept stage: between 25% – 40%
After concept stage, prior to finished work: between 50% – 80%
After completion of finished work: 100%
Rejection Fees –
A rejection fee occurs when a client halts progress on a project if there is no longer a desire to finish a project. All rights transfers written in the contract are not obtained by the client, and any completed work may not be reproduced by the client.
% of original fee owed:
Prior to completion of sketching stage: 21%
After sketching stage, prior to finished work: 42%
After completion of finished work: 100%
Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, EL cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
The website, graphics and any programming code remain the property of EL until all outstanding accounts are paid in full. Any scripts, CGI applications, PHP scripts, or software (unless specifically agreed) written by EL; remain the copyright of EL and may only be commercially reproduced or resold with the permission of EL.
EL cannot take responsibility for any copyright infringements caused by materials submitted 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.
Any coding additions to website briefs provided will be carried out at the discretion of EL and may carry an additional cost. Where no charge is made by EL for such additions, EL accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The client agrees to make available to EL, as soon as is reasonably possible, all materials required to complete the site to the agreed standard and within the set deadline.
EL will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
EL will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner; eg. Any disputes regarding content/images that have been provided to us for inclusion on the site.
EL will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
EL 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.
In no event shall EL be liable for any direct, indirect, consequential, special and exemplary damages, or any damages whatsoever, stemming from the use or performance of a client website. This includes that from any information, products and services provided through client sites, even if this website has been advised of the possibility of such damages.
In the absence of any negligence or other breach of duty by us, your use of our client websites is entirely at your own risk.
If we are in breach of the arrangements under this agreement, we will not be responsible for any losses that you may suffer as a result.
We do not have any liability of any sort (including liability for negligence) for the acts or omissions of providers of telecommunication services or for faults in or failures of their networks and equipment.
A deposit % of the total quoted amount will be discussed prior to commencement; this is required with all of our projects before any design work will be carried out.
Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e if the client decides they no longer want the site, as they have commissioned the work and paid a deposit, they are still obliged to pay for the work that has been done.
Non payment will result in legal action being taken if necessary. Once full payment is received for a website, it is assumed that the project has been completed to the clients satisfaction and no refunds can be offered.
We can offer free updates for a month after completion to allow for any final amendments that may be required.
DATABASE, APPLICATION AND E-COMMERCE DEVELOPMENT
EL cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
Any scripts, applications or software (unless specifically agreed) written by EL remain the copyright of EL and may only be commercially reproduced or resold with the permission of EL.
Where applications or sites are developed on servers not recommended by EL, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required, in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.
The client is expected to test fully any application or programming relating to a site developed by EL before being made generally available for use.
Where bugs errors or other issues are found after the site is live, EL will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
EL will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed on and that it will function correctly when viewed with the web browsing software Firefox, and to an acceptable level with Microsoft Internet Explorer browser. EL can offer no guarantees of correct function with all browser software, as they constantly change.
Whilst EL recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by EL. Inaddition, EL cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, loss of turnover, sales, revenue, profits or indirect, consequential or special losses.
EL 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.
Due to external factors, such as changes to the way search engines rank websites; EL cannot offer any guarantees regarding the position we will achieve for websites.
The process of optimising websites itself will bring in more traffic and hits and you’ll see visits increase to your site naturally. EL cannot accept liability for any change in rankings, or drop off in the position of your website due to changes in the algorithms of the search engines or the factors they use to rank websites.
EL reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.
PAYMENT OF ACCOUNTS
A deposit is required from any new client before any work is carried out. It is the Ergo Creative Limited (EL) policy that any outstanding accounts for work carried out by EL or its’ affiliates, are required to be paid in full, no later than 30 days from the date of the invoice, unless by prior arrangement with EL.
Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.
If accounts are not settled or EL have not been contacted regarding the delay, access to the related website may be denied and web pages removed. We will then pass such cases to the Small Claims Court to pursue payment. Non payment can result in County Court Judgements (CCJ’s) being added to the clients credit rating.
Following consistent non payment of an invoice, our Solicitors will contact the client in with a view to taking the matter further and if need be, seek payment through legal procedures, and if necessary court summons. We reserve the right to charge a weekly admin fee as soon as an invoice is overdue.
We do not share or sell any of your details with third party companies, without your express permission and we will only email you or contact you about work related matters.
The complaints procedure should be used where the complainant feels that a satisfactory conclusion has not been reached following discussion of the issue(s) with Ergo Creative Limited (EL).
A complaint should be made in writing to EL, who will acknowledge receipt and ensure that the matter is looked into in a timely manner.
An initial response to any complaint can be expected within seven days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.
SUMMARY OF CONDITIONS
EL always use standard terms and conditions which incorporate the following:
(i) total consequential loss and force majeure exclusion
(ii) (where you design, host, operate or maintain web sites or intranets)
The client is responsible for ensuring that they have all the necessary intellectual property rights on a worldwide basis in respect of the content of such web sites or intranets, which requires them to indemnify you for any liability you incur in respect of any breach of such rights.
The client is responsible for the content for any web site or intranet designed, hosted, operated or maintained by EL, other than in respect of EL’s own negligent acts or omissions, which requires them to indemnify you for any such liability incurred.
EL is able to terminate the services provided if the client breaches the protocols stated in any of the items above.
EL has implemented; maintain and update procedures, and/or programs designed to prevent or protect against the unauthorised use or modification of, or access to the clients web site and/or their computer or computer network.
EL regularly make back-up copies of all client’s data, files or programmes in respect of their web site when working on a project.
We will accept agreement to any quote via email as a binding contract, whereby payment will be made for this work, equal to the quote, and for any additional fees agreed upon, within 30 days of completion and invoice by EL.
For new clients projects, and some larger projects, we may request a deposit in the following form:
For multiple phase projects: the amount for phase 1 will be billed at the start of the project, as form of deposit.
For single phase projects: EL may request a 50% deposit at the start of the project.
The deposit is required before project work commences.
For branding, consultancy, media and product design, we invoice for the final amount once work is complete and is due within 30 days of issue.
For websites, we invoice for the final amount once construction is complete and is due within 30 days of issue. The website will be released to go live on receipt of final payment.
The client should ensure we have been provided with all the necessary copy and content (and the client has received any training required) before the invoice is due, should they wish to go live within this time period. Organising copy/content and training time are the clients responsibility. Missing content or unfinished training will still be entered/completed by us after payment, if the client has not finished it before the payment was due.
A clients choice of go-live date may not always tally with our build completion, but at this point we have completed the physical work so it is eligible for invoice.
If the client moves the go live date, this is down to the client, and does not alter the fact that the build is complete, and therefore does not affect settlement of payment within the 30-day time period.
Until payment is settled, we retain the copyright on all works, design, code and construction completed for the client.
If an invoice remains unpaid for 90+ days, depending on the case we may seek further advice on how to proceed.
By agreeing to the quote you accept these terms and conditions, and enter into a contract with us.
For more information ask us on: firstname.lastname@example.org