Terms & Conditions Kendall Smith Design
1. Introduction
1.1 These terms and conditions (“the terms”) govern every contract made between Kendall Smith design Ltd for the supply of goods and services to any person, firm or company (“the client”).
1.2 The terms prevail over any written terms and conditions of the client.
1.3 Any variation to the terms must be agreed in writing by a director of Kendall Smith design Ltd.
1.4 All contracts between Kendall Smith design Ltd and the client will be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
2. Price and payment
2.1 The client will pay Kendall Smith design Ltd the fixed fee or current price list charge – whichever is agreed at the time of instruction.
2.2 Kendall Smith design Ltd will invoice the client at 28 days if feedback is not received to progress the clients project.
2.3 Invoices from Kendall Smith design Ltd to the client for supply of goods or services should be paid in full on receipt of invoice, by bank transfer or cheque (unless some other means of payment has been agreed).
2.5 If the client does not have a credit account with Kendall Smith design Ltd, goods or services must be paid for on collection of the completed job. Payment can be made by cheque or cash.
2.6 Kendall Smith design Ltd reserves the right (without disclosing a reason) to demand payment for work on collection at any time.
2.7 The client will pay Kendall Smith design Ltd any expenses incurred by in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).
3. Ordering
3.1 Orders for work must be given in writing to Kendall Smith design Ltd by the client.
3.2 Not withstanding clause 3.1, if Kendall Smith design Ltd accepts a verbal order from the client Kendall Smith design Ltd will not be held responsible for any mistakes (made by either party) arising from that verbal order.
3.3 Kendall Smith design Ltd reserves the right to refuse to accept any order.
4. Quotations
4.1 All quotations given by Kendall Smith design Ltd will be valid for 28 days from the date of quotation.
4.2 If the clients final order changes from the original specification made for the quotation, Kendall Smith design Ltd reserves the right to vary the quotation.
5. Turnaround times
5.1 Turnaround times which are quoted in correspondence are normal target times only and Kendall Smith design Ltd accepts no liability for failure to meet these times, but will use its best endeavours to do so.
6. Additional work
6.1 It is entirely at the discretion of Kendall Smith design Ltd whether items additional to the original work agreement, this is subject to written agreement and may incur additional costs.
7. Website link
7.1 Kendall Smith design Ltd may permanently insert into the source code comments the Client’s name, author’s name, URL, and contact telephone number. Unless agreed by Kendall Smith design Ltd and the client, who shall state the fact on their business order, the site design remains the property of Kendall Smith design Ltd.
8. Development hosting
8.1 During development of websites Kendall Smith design Ltd will host client’s websites on its own server which will incur no costs for the first month of development.
8.2 Kendall Smith design Ltd at its discretion, may request hosting charges each month prior to the aforementioned ‘grace period’
9. Termination of work
9.1 Kendall Smith design Ltd reserves the right to withdraw its services at its discretion, particularly in the event of any failure to pay its pro-forma accounts and invoices or, where the client makes its own arrangements for provision of storage space with an Internet Service client, if the client does not make available or continue to make available server storage space to Kendall Smith design Ltd. Upon such withdrawal of its services, Kendall Smith design Ltd shall be under no liability whatsoever to the client for any costs, losses and damages, howsoever arising, that the client may incur of may have incurred. It is hereby agreed between Kendall Smith design Ltd and the client that where Kendall Smith design Ltd withdraws its services, Kendall Smith design Ltd may remove any material stored upon any computer or server and shall retain, and shall not be under any obligation to return or provide access to, any and all documents, papers, etc. belonging to the client until payment is made in full of all the Company’s pro-forma accounts and invoices.
10. Outdated hardware/software
10.1 Whilst Kendall Smith design Ltd make every attempt to make its web/multimedia content accessible to all, it can not be held responsible for clients using out of date software/hardware that may render them unable to view said material.
10.2 It is the responsibility of the client to ensure the correct updates have been made to their systems.
10.3 Unless special agreement in writing has been made, Kendall Smith designs Ltd are under no obligation to make web/multimedia content accessible by discontinued or out of date software.
11. Uncollected work
11.1 If any items of work including prints and original files belonging to a client are not collected or requested after 6 months of the requested work being done, Kendall Smith design Ltd reserve the right to dispose of such material.
12. Copyright and moral rights
12.1 Kendall Smith design Ltd claims no copyright in material submitted to us for the purposes of fulfilling the clients instruction.
12.2 The client warrants that the client owns or controls all rights, has obtained all copyright, or has permissions, consents and waivers that as are now and hereafter required for all copying, processing, scanning, printing and manipulation to be undertaken by Kendall Smith design Ltd.
12.3 The client also warrants that no copyright or moral rights will be infringed by Kendall Smith design Ltd carrying out the requested work.
12.4 The client agrees to indemnify Kendall Smith design Ltd against all losses, damages, claims or expenses which Kendall Smith design Ltd may incur by virtue of any breach of the above warranties.
13. Liability
13.1 The client must contact Kendall Smith design Ltd concerning details of an invoice within 7 days of the date of the invoice.
13.2 Kendall Smith design Ltd’s liability to the client or any other party for the loss including theft, or destruction or damage to any materials provided by the client which are deposited with Kendall Smith design Ltd for whatever reason;-
13.2.1 Will be limited to the replacement cost of the actual material and;
13.2.2 Kendall Smith design Ltd will not be liable for the cost of re-shooting or reprinting the material contained on the material and;
13.2.3 Kendall Smith design Ltd will not be liable for any loss or damage to the client or any other party including loss of income and;
13.2.4 Kendall Smith design Ltd will not be liable for any loss of work stored on our servers in the event of hardware failure / system failure, it is the clients responsibility to backup any materials they require.
13.2.5 It is the clients responsibility to insure against such loss and damage.
13.4 Kendall Smith design Ltd will not be liable for failing to complete any contract between Kendall Smith design Ltd and the client due to circumstances beyond Kendall Smith design Ltd’s control including loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism.