These terms & conditions are correct as of 22/02/2020
Definitions | General Terms | Payment | Proofing | Delivery | Copyright
Terms specific only to: Website Services | Graphic Design Services | Photo/Video Services
The conditions of these terms are detailed below, unless the context requires otherwise:
- PN Design refers to the website, graphic design and photography Services provided solely by Paul Nimmo under the name of PN Design only.
- The Client refers to the person, organisation or company who purchases the afore mentioned services from PN Design.
- A Contract is a binding agreement, subject to the conditions of these terms, for the supplying of any website, graphic design or photography services from PN Design to the Client.
- A Quotation is an agreed workload provided by the Client to PN Design in respect of the Services on offer by PN Design. There will be no contract whatsoever in existence until there is a written acceptance signed on behalf of the Client to PN Design and the contract has been signed and agreed by PN Design.
- The term Services refers to the nature of the work detailed within the Contract between the Client and PN Design, whether undertaken before or after the Contract is signed.
- This agreement will remain in effect for the duration that PN Design makes such Services available, in reference to these terms. PN Design retains the right for any Service to be discontinued, temporarily removed or amended at any time. Under no circumstances shall PN Design be held liable for any inconvenience this may cause or reliance on such Services. Clients using any Service will be informed of any changes, in writing, at least 30 days prior to such Service being discontinued.
- Any modifications or amendments to these terms & conditions will only be valid if the amendments have been agreed and accepted in writing by PN Design. No other exceptions in regards to amending these terms & conditions will be permitted.
- Quotations submitted by PN Design shall remain available for purchase for a period of 21 (twenty one) days from the Quotation date, unless in the Quotation specifies otherwise. After 21 days the Quotation will no longer be valid.
- This Agreement shall be governed by and implemented in accordance with Scottish law and shall be subject to the jurisdiction of the Scottish Courts.
The Contract will be terminated if the Client is found to have breached any of these terms & conditions.
- All files and photographs created by and supplied to PN Design are stringently backed up onto duplicate storage disks, a network attached storage server and an offline master server ensuring that there is always 4 back ups of every file at any one time, protected using a combination of RAID architectures.
- These files are also protected by a UPS back up generator to ensure that there is no risk of data loss during power outages. In the extremely unlikely event that all systems simultaneously malfunction and the Client’s files are lost, the Client agrees that all possible measures were in place and PN Design is not liable for the loss of any files, resulting from this extreme occurrence.
- PN Design reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their terms and conditions. PN Design will not knowingly perform any actions to contravene these and the Client also agrees to be so bound.
- A person who is not written into this agreement shall have no right under the Contracts Act 1999 (Rights of Third Parties) to enforce any term or condition of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, (INCLUDING,
WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) CONTRACT, OR OTHERWISE, SHALL PN DESIGN BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN EXCESS OF THE AMOUNT PN DESIGN RECEIVED IN PAYMENT FOR THE SERVICE(S), EVEN IF PN DESIGN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
- THE USAGE OF SERVICES IMPLIES ACCEPTANCE OF THESE TERMS & CONDITIONS.
- Services published on PN Design’s pricing sheets or website will remain the price payable for the Services at the date of purchase. The Service price on a Quotation will remain the price payable within the time scale of 21 days from the date the quotation was issued, as stated above.
- At the time of agreeing and signing the respective Contract for website design or wedding photography, the Client must pay PN Design a non-refundable deposit of 25% of the value stated in the Contract as a deposit. Clients will not be asked to pay a deposit on any other Services unless the work involved is agreed to be of such nature that a deposit is necessary for the completion of the work.
- The invoice for the remaining cost of the work shall be issued immediately upon completion of the website or a maximum of 30 days prior to the wedding date. The definition of a ‘completed website’ is when the website is fully completed to the point where the only remaining work is for the Client to provide PN Design with text and images.
- The Client shall make all payments due to PN Design within 30 days of the invoice being issued, unless agreed otherwise, in writing, by PN Design and the Client. Payment can be made by cheque, cash, direct debit or by electronic transfer directly to PN Design’s bank account in GBP (£) only.
- Failure to settle the full amount of any invoices within the 30 day or otherwise agreed period may incur interest charges from the date the invoice was due until the date that the invoice has been paid in full. Further charges will apply for any costs that have been incurred in seeking to recover a late payment from a Client. Including legal fees and any other expenses incurred by PN Design to recover such late payments.
- Additional charges may incur from such sources as stock images, print costs, photo album costs, additional domain registration, updates, revisions and adding additional services which are not stated in the quotation. These charges will always be made known to the Client before their purchase is made, allowing the Client to negotiate, and the amounts will be collated and invoiced when the project is complete.
- Payment for work that has been partly completed and cancelled by the Client will result in the work up to the cancellation date being accountable for payment plus the deposit, where a deposit was required, is non-refundable. This applies to work that has been completed and its final intention is now no longer required, for example printing and publishing online.
- The Client acknowledges and agrees that PN Design shall produce the design / photography job based on the information and brief that has been provided by the Client.
- The Client will always be fully responsible to review and approve all final print, website and photography work including, without limitation, the accuracy of spelling names, addresses, email addresses, telephone numbers, content, prices and document sizing at the time of the completion of the respective jobs by PN Design to the Client when sent for approval from the Client.
- Any inaccuracies which may occur on the Client’s website, design and photography work directly resulting from the Client failing to properly check the proof when approving the work, will be immediately amended, if possible, by PN Design with no compensation or any claims of damages to PN Design whatsoever.
- PN Design will do the utmost to complete the services agreed on in the Client’s contract promptly and with quality in relation to the service agreed on.
- In the occurence of any delays over the specifically agreed upon time scale on the contract, signed by both parties where delivery time was an express concern for the Client and the delay occurs without prior notice from PN Design, PN Design will not be liable under any circumstances if the delay has been caused by any other factor not resulting from gross negligence of PN Design. The Client agrees that liability will extend only up to a maximum of the full amount of the job cost written in the Contract.
- The Client unconditionally guarantees that any elements of text, images or other content supplied to PN Design for usage in their website/graphic design project are fully owned by the Client, or that the Client has acquired full permission from the rightful owner for such content to be printed, distributed or published online and permission for the free usage each of these elements in pursuit of design.
- The Client shall hold harmless and indemnify PN Design and keep PN Design indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by PN Design with the Client’s instructions, whether express or implied.
- All design files and photographs created by PN Design for any project shall remain the intellectual property of PN Design at all times throughout the world.
PN Design shall be allowed to use, reproduce, display, exhibit and distribute any file, element or photograph from the Clients project unless specifically agreed to do otherwise.
- In addition, PN Design shall be free to use any ideas, concepts, knowledge or techniques acquired in the creation of any website/graphic design/photography project for any purpose whatsoever.
Website Services Specific Terms
- Hosting: Hosting is provided to Clients by third party hosting providers. Each client will be made aware of their hosting provider upon request. Services such as website hosting, domain name registration, and email mailboxes are provided by these businesses and the Client is bound by the terms & conditions stated on such businesses individual websites. These third party hosting companies do their utmost to maintain 99% uptime of both website and email facilities, although, in the event that the Client’s website and / or email is unavailable for reasons including, but not limited to, software and hardware errors, maintenance, scheduled back ups, power cuts or hardware upgrades, the Client agrees that PN Design shall not be held liable for any financial loss, inconvenience, lost data or any consequence that results from the interruption of services from such third parties. PN Design reserves the right to remove any site that is considered to be in breach of the law, regarding content, spam, viruses & illegal activity, thus putting PN Design at risk. The site shall be removed immediately, without notice, and reinstated only when the issue is fully rectified and all damages and claims resolved.
- Ecommerce: Ecommerce facilities are provided to Clients via third party ecommerce providers. Each client will be made aware of their Ecommerce provider upon request and the Client is bound by the terms & conditions stated on such Ecommerce provider’s individual website. PN Design accepts no liability for any financial loss resulting from the use of any Ecommerce website. In addition, any issues regarding payment, technical problems, interruptions or unavailability with the Ecommerce provider and/or your payment merchant are agreed by the Client that these issues are outwith the responsibility of PN Design who shall not be held liable in any way for any inconvenience or consequences arising from such issues.
- SEO: The Search Engine Optimisation services offered by PN Design are intended to do their absolute utmost to increase search engine placement results in response to searching using legitimate SEO techniques. However, due to the nature of search engines, results are in no way guaranteed. PN Design will not be held liable for any changes to your position in search engines in response to searching nor any financial loss or damages you may feel you have incurred in response to a change in search engine placement.
- Domains: Domains are registered to third party servers. The Client accepts that any domains registered by PN Design are in no way in breach of any copyright or trademark violations of any third parties. Should any disputes occur regarding the domain name of a Client, the Client accepts full responsibility for this and unconditionally agrees to hold harmless, protect and defend PN Design from any claim, suit or penalty arising from the use of such domain name. Domain names will be renewed automatically except in instances where the fees for renewal are unpaid after invoicing, a final reminder will be issued then the domain will be let to expire. PN Design accepts no responsibility for unpaid domains expiring. Transferring a domain away from PN Design will require that all outstanding invoices be paid in full before the transfer is initiated.
- PN Design retains the right to place a small ‘Website design by PN Design’ tag on each Client’s website.
- The minimum length of any ongoing website services purchased is 12 months. Early cancellation may incur the full annual charge be settled in certain circumstances plus a £25 cancellation fee.
Graphic Design Specific Terms
- Minor alterations are not charged. Alterations may be charged where the alterations are deemed to be of sufficient work to amend through the fault of the Client.
- Images which are supplied in an electronic format, must be provided in a format requested by PN Design via USB Stick, external HDD, optical disk, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and PN Design will not be held responsible for any image quality which the Client later deems to be unacceptable. PN Design cannot be held responsible for the quality of any images which the Client wishes to be scanned or photographed from printed materials.
- Additional expenses may be incurred for any necessary action, including, but not limited to, photography, stock imagery, media conversion, digital image processing, or data entry services. These expenses will always be made known to the customer prior to purchase.
Photography Specific Terms
- Photography services by PN Design will be carried out to the utmost degree of quality, utilising professional quality equipment selected especially for the photography occasion.
- The Client must satisfy themselves that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that PN Design gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify PN Design against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
- Every effort will be taken to undertake photography to the highest levels of quality, however the Client accepts that PN Design will not be held responsible for the following rare occurences: Weather & lighting conditions that are detrimental to the appearance of the finalised images and beyond rectification in editing software. Group / portrait shots with person(s) who are continually blinking, distracted or deliberately attempting to negatively affect the photograph in all sequences of images being captured of a single scene, where editing software cannot rectify the issue.
- PN Design carries back ups of every main photographic item (flash guns, camera bodies, lenses) In the highly unlikely event that both items of equipment, the main and back up devices both malfunction and the photoshoot is abandoned, the Client understands that PN Design is liable only up to the full amount of the cost of the job being charged for.
- Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
- The licence to use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the photographs before payment in full of the relevant invoice(s) without PN Design’s express permission. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Client is put into receivership or liquidation.
- The licence only applies to the Client and product as stated on the front of the form and its benefit shall not be assigned to any third party without the photographer’s permission. Accordingly, even where any form of ‘all media’ Licence is granted, the photographer’s permission must be obtained before any use of the photographs for other purposes such as use in relation to another product or sublicensing through a photolibrary.
- Permission to use the photographs for purposes outside the terms of the licence will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further licences in respect of the photographs will be subject to these terms and conditions.