These terms and conditions cover the provision of design and encoding service by MiaDesign™ to the client. It supersedes and takes precedence over any previous written or oral representations given or made by the company or any representatives of the company, unless a written statement from the Managing Director of MiaDesign™ accompanies an amendment to these Terms and Conditions. In agreeing to the provision of any and all services from MiaDesign™, the client is deemed to have read and understood these terms and conditions.
The named client is engaging MiaDesign™ as an independent contractor for the specific design projects of developing and/or improving a web site, and/or the development of paper promotional materials, Marketing and Public Relations promotions. herein after referred to as "the project". In the Event that MiaDesign™ commences work with the agreement of the client prior to full completion of all contractual agreements and the client subsequently cancels, then MiaDesign™ shall be due all reasonable fees, disbursements and expenses for work undertaken to date including time involved in setting up contractual arrangements.
At start of design commission a full payment of a set design fee will be made payable in full via our payment vendor: PayPal. No projects will commence without full payment and submission of a design brief. All payments are recorded via PayPal invoicing and copies are the responsibilty of the client/designer as proof of purchase/order.
Value Added Tax.
Value added Tax is not applicable on any of our designs. We do not collect V.A.T. as we are a collective of individual designers with variable annual income. All designers are responsible for their own tax returns. MiaDesign™ will pay any tax due on its behalf as a 'Design Agency' minusing any costs that are endured through out a specific project.
Copyright and Trademarks
The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork provided to MiaDesign™ for inclusion in the client's web design project or paper promotional materials are owned by the client, or that the client has permission from the rightful owner to use each of these elements provided by the client.
MiaDesign™ and the client must work together to complete "the project" in a timely manner. We agree to work expeditiously to complete "the project" no later than 72 Hours (in most cases) after the client has submitted all necessary materials. If the client does not supply MiaDesign™ with complete text and graphic content for the design project within 3 Hours of the date the project was commissioned, the entire amount of the agreement becomes due and payable, however in many ciscumstances we will work with the client to complete project within a agreed timeframe that suits both MiaDesign™ and the client. If the client still has not submitted and approved all the required contents within 7 days of completion then the project will be filed for a further 21 days after which it will be terminated and deleted from our storage facilities. MiaDesign™ are not responsible for the storage of any files of any nature unless specified in writing by MiaDesign™ to the client accepting storage responsibilities.
MiaDesign™ may from time to time utilise the services of a specialist in any given area of expertise, as such MiaDesign™ reserves the right to make payments to outside contractors (freelance artists) for these specialist services. These may include but not be limited too, Web hosting services, printing, artwork production and other external contractors. Where "the project" requires services outside MiaDesign™ normal operations, MiaDesign™ will make arrangements for such services.
Should MiaDesign™ have to issue Court proceedings pursuant to this contract the client accepts responsibility for all MiaDesign™ legal fees and disbursements not withstanding the value of the claim, on an indemnity basis.
Any third party costs MiaDesign™ may incur due to processing the payment for the services will be payable by the client within seven days.
Any additional costs incurred by MiaDesign™ in the course of following Client instructions are payable by the client.
"The project" delivery shall be completed upon receipt of full payment associated with delivery. Delivery may be accomplished by publishing, electronic transfer or physical media. The client understands that MiaDesign™ may not be providing any hosting services in connection with this web design projects that are not part of a MiaDesign™ project. Hosting services may require a separate contract. The client will solely be responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.
Cancellation by Client
Any cancellations requiring a refund should be made no later than 3 hours after initial order. A 25% charge will be made to cover all above areas. the remainder will be refunded minus any third party fees incured. Any cancellations made after 3 hours of project commission then a 75% charge on the total fee will be made. this is to cover any work commenced on the project. Our artists work under strict deadlines to ensure client staisfaction and this service requires full payment. Any work related to a cancelled project will still remain the sole property of MiaDesign™ unless specified in writing by a MiaDesign™ Managing Director
Refunds are only offered on the terms outlined above. Any refunds that are due will be made via same port of collection, any fees will be deducted from the total amount refunded. No refund will be offered after the firts proof is sent/completed. The client will be provided with artwork completed to date and time of cancellation in it's current form. Our refund policy is final.
Contents of "the project" and Undertakings
The client will be solely responsible for the content of "the project". MiaDesign™ is not responsible for proofreading the content of "the project" unless specifically agreed in writing. If you provide MiaDesign™ with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify MiaDesign™ against any action taken against MiaDesign™ by any such third party.
Web Site Maintenance Agreement's
This agreement allows for minor web site maintenance to pages over a one month period, up to an average of one half hour per regular web site, including updating lines and making minor changes to a sentence or paragraph. It does not include updating or replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by client repairs or web design projects delivered to the client via diskette. The period of one month begins on the date the clients web design site has been published to client's hosting service. If the client's web design package includes database access using Server Side Script, then very minor page code changes will be accepted under this maintenance plan. Major page code and/or database structural changes will be charged at current hourly rates.
Suspension of Services
We reserve the right to suspend services in any cases where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us, websites may be taken down until payment is confirmed.
All works developed by MiaDesign™ shall remain the property of MiaDesign™ Until the client has fully satisfied all invoiced accounts and has received a certificate of ownership from MiaDesign™. In the event of non payment, MiaDesign™ shall at its sole discretion cause the website to be taken down or disabled. MiaDesign™ may make any and all elements of the works completed available in part or in whole to other of its customers, without regard to the original client, however such disposal of content shall not release the client from any outstanding invoiced amounts. If part payment has been received but the amount outstanding is more than 20% of the total account, then MiaDesign™ reserves the right to disable the clients site until the client have completed full payment MiaDesign™ shall not be held liable for any loss or damages caused by part payment or non payment, the use or misuse, unavailability or removal of services
Copyright and Intellectual Property
All copyright and intellectual property rights such as concepts, digital artwork and pieces of graphic art arising or produced in the performance of the work remain the property of MiaDesign™ Artists unless a license to purchase these are negotiated with us by our client.
Copyright of logos and other special graphics commissioned by the customer become the property of the customer on receipt of full payment of all accounts payable to MiaDesign™. It is the clients responsibility to arrange and pay for trade marks and copyright registration. It is the client's responsibility to determine whether the designs infringe on any other 3rd parties copyright ownerships.
All origination, including negatives and digital artwork files developed or hosted by MiaDesign™ belong to MiaDesign™ at all times. Editable copies of artwork produced for specific materials may be purchased by the client from MiaDesign™ for a negotiated sum.
Website development Projects
Any service, concept, idea, design, programming, and/or "look and feel" remain the property of MiaDesign™, until settlement of any, and all, outstanding accounts with regard to that service, concept, idea, design, programming, and/or "look and feel". The copyright license for use of any of MiaDesign's™ services, concepts, ideas, designs, programming, and/or "look and feels", once all accounts have been settled, is for the use on the Internet and the World Wide Web only. Any further use of any of MiaDesign's™ services, concepts, ideas, designs, programming, and/or "look and feels" in any other format, or, other than the Internet and the World Wide Web, will be subject to negotiation, and any agreement will be made in writing between MiaDesign™ and the client. The alteration, amendment or use of "the project" in whole or in part is an infringement of MiaDesign's™ copyright. The use of "the project" materials for this purpose will be subject to negotiation, and any agreement authorizing this use will be made in writing between MiaDesign™ and the client.
Printed development Projects
Any service, concept, idea, design, programming, and/or "look and feel" remain the property of MiaDesign™, until settlement of any, and all, outstanding accounts with regard to that service, concept, idea, design, programming, and/or "look and feel". The copyright license for use of any of MiaDesign's™ services, concepts, ideas, designs, programming, and/or "look and feels", once all accounts have been settled, is for the use in the case of paper products, materials namely but not limited to, brochures, leaflets and price lists technical help files. Any further use of any of MiaDesign's™ services, concepts, ideas, designs, programming, and/or "look and feels" in any other format, or, other than the brochures, leaflets and price lists, will be subject to negotiation, and any agreement will be made in writing betweenMiaDesign™ and the client. The alteration, amendment or use of "the project" in whole or in part is an infringement of MiaDesign's™ copyright. The use of "the project" materials for this purpose will be subject to negotiation, and any agreement authorising this use will be made in writing between MiaDesign™ and the client. Any projects printed by an 'Approved Printer' is the responsibilty of the printing company chosen. Any defaults and damage to the printed project is the responsibilty of the 'Printing Company' (please see the printing companies terms and conditions for full details). MiaDesign™ is not responsible for any printing materials related to projects after the completion of design. This is the sole responsibilty of the client and the printing company chosen.
Hard disc final's and data back-up
Any design/artwork commissioned will be provided on CD/DVD hard disc copy for clients use. MiaDesign™ does not accept responsibilty of lost, damaged files after project completion, neither does MiaDesign™ accept any responsibities for dile/data storage of artwork. this is the sole responsibilty of the client. Your artwork will be your responsibity for use once provided after the project completion.
For the avoidance of doubt, MiaDesign™ has no obligation duty or liability in contract and/or tort for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care. In any event and in no circumstance shall MiaDesign™ be liable for any loss either direct or indirect of profits, business or anticipated savings or any other direct or indirect consequential loss arising out of the provision of any and all of our services to the client. In no circumstance shall MiaDesign™ be liable for any loss whether direct or indirect arising from the content of any information placed or submitted by the client onto "the project".
Under no circumstances shall MiaDesign™ be liable for loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss whatsoever by the failure of, or any problem experienced by the client in it's operation of its website.
Any provision of these terms and conditions or appendix hereto that is held to be inoperative, unenforceable or invalid in any jurisdiction shall be inoperative, unenforceable or invalid in that jurisdiction without affecting any other provision hereof or appendix hereto in that jurisdiction, or the operation, enforceability or validity of that provision or appendix in any other jurisdiction. To this end, the provisions hereof and the appendices hereto are severable. If any provision is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable. Any failure on MiaDesign's™ part to enforce any section of these terms and conditions does not release the client from any aspect of these terms and MiaDesign™ may at it's sole discretion enforce any provision at any time.
Without prejudice to any other rights or remedies which MiaDesign™ may have against the client, the client shall indemnify MiaDesign™ against any loss or expenses sustained by reason of any breach of this contract and any actions, proceedings, claims or demands in any way connected with this contract brought on by or threatened against MiaDesign™ by a third party which are caused by or arise from any action of MiaDesign™ carried out pursuant to the instructions of the client. The client shall indemnify MiaDesign™ against any actions, proceedings, claims or demands in any way connected with this contract brought or threatened against MiaDesign™ Ltd by a third party which are caused by or arise from any act or default of MiaDesign™ carried out pursuant to the instructions of the client.
MiaDesign™ is not liable for any breach of contract if the breach was caused by an act of God, insurrection or civil disorder, war or military operations, national or local emergency, acts of omissions of government, highway authority or other competent authority, MiaDesign™ compliance with any statutory obligation, industrial disputes of any kind (whether or not involving MiaDesign™ employees), fire, lightening, explosion, flood, subsidence, weather of exceptional severity, acts of omission of persons for whom MiaDesign™ is not responsible (including in particular other telecommunication service providers), or any other cause whether similar or dissimilar outside MiaDesign™ reasonable control.
This contract is to be treated as made in England according to English Law and subject to the jurisdiction of the English Courts.
In the event that MiaDesign™ hosts your website or causes your website to be hosted by one of our hosting services, then if you are provided with a website control panel, you must not divulge your website or email password to any other person, and you should take reasonable precautions to ensure that it is not discovered by other people. To protect your privacy we never distribute your name or e-mail address to any third parties. Users must not participate in any form of un-solicited bulk e-mailing or spam. We reserve the right to amend and update these Terms and Conditions at any time without notice. Signing of our general agreement is deemed as full acceptance of these terms and conditions. No instruction issued by the customer is deemed as received by MiaDesign™ until such instructions are submitted in writing and acknowledged as received by MiaDesign™.
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