- 1. Introduction and Definitions
- 1. These are the business terms of trade (‘Terms’) of EvoMark Ltd. In these Terms, please note the following definitions: ‘EVOMARK’, ‘we’, ‘us’ or ‘our’ means EvoMARK Ltd;
- 1. ‘Client’, ‘you’ or ‘yours’ means the person, company or firm identified as such in any documentation, to whom services are supplied, or for whom work is undertaken, by us;
- 2. ‘Content’ means any original written copy (text), image, photograph, print, artwork, video tape, DVD/CD, software, data, file (electronic or hard copy), information or similar provided to EvoMark by the Client as part of services rendered;
- 3. ‘Service’ means any design service, marketing service, management service or other professional service provided by EvoMark ;
- 4. ‘Contract’ means your purchase order for services and our acceptance of it; or your acceptance of a quotation for services;
- 5. ‘Project Fee’ means the agreed value to be paid for goods and services upon completion of the project.
- 2. We reserve the right to change these terms at any time without notice.
- 1. These are the business terms of trade (‘Terms’) of EvoMark Ltd. In these Terms, please note the following definitions: ‘EVOMARK’, ‘we’, ‘us’ or ‘our’ means EvoMARK Ltd;
- 2. Orders and Payment Terms
- 1. All orders for services placed with EvoMark are subject to our acceptance.
- 2. We offer a free initial consultation to all prospective clients. This may be over the phone, in person, or by email. After initial consultation with the Client, we shall draw up a Project Brief and a Proposal for the Client, outlining the Project Scope and Project Fee. The Client must check each of these thoroughly before proceeding with an order. No project shall be commenced without the agreement and signature of both Client and EvoMark to the Project Brief.
- 3. A commitment fee of at least 25% of the total Project Fee is required before work commences for all clients. This payment covers the cost of allocating our time, management, resources and expertise to the Client. This fee is non-refundable. The remaining 75% (100% with existing clients) is spilt into the rest of the project that will be invoiced on completion of certain stages (Sign off of Design, Beta Site & Project Completion). If the project is to be deployed on servers not owned by Evomark the project must be paid in full before final deployment.
- 3. About our Design Fees
- 1. Our design fees quoted are based on the following standard service provision: holding initial consultation with the Client, drawing up the Project Brief, liaising with the Client to confirm content, production of design concepts and layouts (comps), standard design revisions, then production of final design in a suitable format. The following are additional services over-and-above the standard design service, and therefore extra fees shall apply for:
- 1. Printing or production or manufacturing costs
- 2. Provision of content
- 3. Copywriting, researching or collating content from external sources, rewriting or optimising an existing source of content
- 4. Copywriting, generation of original strap lines or marketing slogans
- 5. Photography, stock photography or permission to use our own stock photography
- 6. Illustration and artwork, diagrams, graphs and charts
- 7. Domain name registration
- 8. Programming
- 9. Postage and shipping
- 2. All prices include production of concepts and ideas (comps) and 2 sets of revisions before approval and final design. Any further consultations or revisions after this will be charged at an hourly rate.
- 3. Where EvoMark is required to get quotes for print or production on behalf of the Client, then a Print Management Fee will be included in the total Project Fee.
- 4. EvoMark will remain the copyright owner of all work produced for the Client, and only when payment for the work has been settled in full shall the Client have full ownership or licence to use on the work.
- 1. Our design fees quoted are based on the following standard service provision: holding initial consultation with the Client, drawing up the Project Brief, liaising with the Client to confirm content, production of design concepts and layouts (comps), standard design revisions, then production of final design in a suitable format. The following are additional services over-and-above the standard design service, and therefore extra fees shall apply for:
- 4. Overdue/Late Payment
- 1. In the event of any payment being outstanding for more than 14 days after becoming due, EvoMark reserves the right to charge interest on the outstanding balance as stated in the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8% plus the Base Rate of interest as set by The Bank of England for the specified 6 month period in which the late payment falls.
- 2. EvoMark reserves the right to charge any recoverable statutory compensation for late payment to which we may be entitled, as stated by law.
- 3. Hosting Suspension, Monthly hosting will be suspended if account is overdue by 14 days. Annual Hosting will be suspended after 28 days late. All websites will be removed from servers if payment is not received within 56 days. As website take up resource on our servers.
- 5. Rates and Quotations
- 1. Rates charged to the Client for services will be those stated in the estimate or quotation issued by EvoMark to the Client, or as agreed in writing between EvoMark and the Client. Estimates and quotations are based on the current cost of production and are subject to amendment by us.
- 2. Quotations are normally valid for 30 days from date of issue, after which EvoMark reserves the right to issue a revised quotation, to reflect any fluctuation in costs of materials and labour.
- 6. Preliminary Work
- 1. Where the Client’s Content requires preliminary work, such as amendment or preparation before the service may be carried out, EvoMark reserves the right to charge for any such work, to cover the cost of additional materials and time supplied.
- 2. Any experimental preliminary work carried out at the request of the Client, regardless of whether it is followed through to project completion or not, is chargeable.
- 7. Deadlines and Priority Jobs
- 1. EvoMark does not guarantee to fulfil a project by any particular deadline, unless specifically mentioned in the Project Scope or contract.
- 2. EvoMark reserves the right to charge a supplementary fee for any ‘priority job’ which requires a deadline to be met at short notice, where other work or projects may have to be rearranged or postponed in order to meet these deadlines imposed by the Client.
- 8. Cancellation Fees
- 1. If a Client wishes to terminate the contract at any stage, a cancellation fee will apply and the Client shall forfeit any previous payments. In such an event, the Client shall hold no legal rights to preliminary work produced.
- 9. Confidentiality
- 1. EvoMark endeavours to treat all Client content confidentially, and shall take all reasonable steps to ensure that such information is disclosed only to employees of EvoMark requiring access to such information to render the services or manufacture the product required by the Client. Nothing herein shall limit EvoMark’s right to use or disclose information that: (a) Becomes available to the public without fault of EvoMark; (b) Is lawfully required by EvoMark from a third party; (c) Is in the possession of EvoMark at the time of disclosure by the Client; (d) Is developed by or on behalf of EvoMark by persons who have not received the Client’s confidential information.
- 10. Delivery of Goods and Services
- 1. Services rendered by EvoMark shall normally be delivered to the Client in electronic format. Final designs and files shall normally be issued in a ‘flattened’ format.
- 2. Where the Client requests a hard copy, or hard copy proofs, then these, plus any applicable delivery costs, may be charged to the Client.
- 11. Submittal of Content
- 1. The Client accepts responsibility for the delivery of content or source materials to, and retrieval from, EvoMark
- 2. The Client is advised to insure fully his content against all risks including loss or damage or any possible consequential loss, as such cover is not provided by Evomark. EvoMark shall take all reasonable care in handling, processing and storing the Client’s content. However, in submitting content to EvoMark, they accept they do so entirely at their own risk.
- 3. EvoMarks’s charges are not proportionate to the value of any such content provided by the Client and therefore EvoMark shall not incur any liability to the Client in event of loss, damage or expense resulting from error, neglect or omission on the part of EvoMark.
- 4. The Client undertakes to send all content required for the project in a suitable electronic format.
- 5. The Client must check and approve all content prior to submittal to EvoMark, for error, factual or otherwise, consistency, style, legibility, grammar and spelling. While EvoMark endeavours to check all content for spelling mistakes and typographical errors, EvoMark cannot be held responsible for the content if this does not form a specific outcome of the Project Brief. For projects going to print, EvoMark shall send a final proof of the design to the Client beforehand which the Client must check and approve. After sign-off by the Client, EvoMark shall not be held responsible for any errors in the final print or production.
- 6. Should the Client not have suitable content prior to the start of the project, EvoMark may propose that the Client upgrade to use one of our copywriting services in order to generate and/or optimise the content for print or web. The Client understands that any such copywriting service is an additional service and shall be charged for separately.
- 12. Quality of Work
- 1. The Client accepts that the quality of any work completed for the Client is significantly dependent upon: (i) the quality of the Client’s source content; and (ii) the degree of co-operation between the Client and EvoMark in reaching a suitable and desired outcome. Therefore while EvoMark endeavours to achieve the highest possible standard of final output for the Client, the output is ultimately subject to the quality of the Client’s content and degree of co-operation with EvoMark with respect to design/management services rendered, and as such EvoMark does not guarantee to produce any particular standard.
- 13. Copyright and Licence Permissions Contracts are accepted on the express condition that the Client has obtained the appropriate copyright and licence permissions from the copyright/licence holder to use any content which is sent to EvoMark as part of the services provided to the Client.
- 1. The Client shall indemnify EvoMark against any loss, damage, costs or expenses suffered or incurred by EvoMark as a result of any claim for infringement of copyright law or defamation in respect of any of the Client’s content.
- 2. Where copyright licence permissions are procured by EvoMark on behalf of the Client from a third party copyright holder in order to render services for the Client (for example, in the use of stock photography), both EvoMark and the Client shall be bound by the licence permissions terms of the third party, and the copyright will remain with the holder under their terms.
- 14. Inappropriate Content
- 1. The Client shall ensure that any source material or content to be included in a design project with the intention of publishing it to print or web format does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
- 2. The Client shall indemnify EvoMark against all damages, losses and expenses arising as a result of any action or claim that the Client’s content constitutes Inappropriate Content.
- 15. Usage Rights
- 1. EvoMark retains certain rights to all of our design work. The Client shall hold the ownership rights to the final design once approved and all payment settled.
- 2. EvoMark maintains the ownership rights to marketing concepts and ideas generated as part of the project. The Client shall not hold any right to the use of these ideas, except as specified in the project scope and/or agreement between the Client and EvoMark at the outset.
- 16. Retention of Title
- 1. Title to all work shall remain vested in EvoMark until all debts due to EvoMark by the Client have been discharged in full. The title to all work shall remain vested in EvoMark while any unpaid debts, disputed or otherwise, remain outstanding.
- 2. In the case of disputed debts, they shall be deemed to be outstanding until extra judicial agreement or the issue of a court judgment to the contrary.
- 3. Where goods or services have been delivered to the Client, as long as the title remains vested in Evomark, EvoMark shall have the right to recover any such goods or services at any time.
- 4. The Client undertakes that it will exercise its best endeavours to cooperate with the exercise of Evomark’s said right to reclaim and recover its goods and services.
- 17. Force Majeure
- 1. EvoMark will not be responsible for failure to fulfil its obligations under any contract if such failures are caused by circumstances beyond reasonable control of EvoMark, or any of its suppliers or contractors. Such circumstances include (but are not limited to): acts of God, unavailability of materials, equipment failures, strikes, industrial disputes or other labour disturbances.
- 18. General
- 1. If the Client is more than one person, their obligations shall be joint and several.
- 2. Any notice from EvoMark shall be in writing and sent to the principal place of business of the Client or party concerned or other such address as notified for the purpose.
- 3. It shall be the responsibility of the Client to inform EvoMark of any change of address or contact details in a timely manner. These terms are part of the legal agreement between EvoMark and the Client and form part of the contract. These terms are governed by UK law. Claims against EvoMark shall be brought solely in the UK Courts. Claims against the Client may be brought in the UK Courts or those of any territory where the Client may be resident at the time. These terms shall not be modified, qualified or nullified in any way unless specifically and expressly agreed by EvoMark in writing when accepting a contract.
- 4. Each of these paragraphs and sub-paragraphs in these terms are separate from each other. If we are unable to enforce any one paragraph or sub-paragraph in these terms, then our right to enforce any other paragraph or sub-paragraph will not be affected.
TERMS AND CONDITIONS
