General Terms & Conditions
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General Terms & Conditions The following Terms and Conditions of Service apply to all products and services provided by Cleverbox UK Ltd. All work is carried out by Cleverbox UK Ltd on the understanding that the client has agreed to Cleverbox UK Ltd's terms and conditions. The Company may sub-contract all or any part of the services. The Company contracts for itself and as an agent of and trustee for its employees and sub-contractors and their employees and any reference in these Conditions to the Company shall be deemed to include every such employee and sub-contractor. Acceptance of Quotation and Terms and Conditions At the time of proposal, Cleverbox UK Ltd will provide the client with a written estimate or proposal. A copy of the written estimate or proposal is to be signed and dated by the client to indicate acceptance and should be returned to Cleverbox UK Ltd endorsed with a purchase order number. Alternatively, the client may send an official order or email confirmation in reply to the estimate or proposal which binds the client to accept Cleverbox UK Ltd' terms and conditions and forms a Contract for Business between the signatory and Cleverbox UK Ltd. No work on a project will commence until either document has been received by Cleverbox UK Ltd. No Contract shall be created unless Cleverbox UK Ltd accepts the order. Design Charges Charges for design services to be provided by Cleverbox UK Ltd, will be set out in the written estimate or quotation that is provided to the client Charges for Other Services Charges for any additional services over and above the estimated design will be estimated and agreed prior to commencement. Payment The client will be provided with an Approval Form and Invoice prior to final publication. At this time the remainder of the amount due will become payable and the client will also be required to sign and return the Approval Form to Cleverbox UK Ltd. Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 3% per month of the outstanding amount. Payments may be made by cash, cheque, or (for overseas clients), Pound Sterling International Money Order or previously agreed electronic funds transfer. Returned cheques will incur an additional fee of £50 per returned cheque. Cleverbox UK Ltd reserves the right to consider an account to be in default in the event of a returned cheque. Default An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. Cleverbox UK Ltd shall be considered entitled to remove Cleverbox UK Ltd' and/or the customer's material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the customer of it's obligation to pay the due amount. Customers whose accounts become default agree to pay Cleverbox UK Ltd reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions. Copyrights and Trademarks By supplying text, images and other data to Cleverbox UK Ltd for inclusion in the customer's website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner. Any artwork, images, or text supplied and/or designed by Cleverbox UK Ltd on behalf of the customer, will remain the property of Cleverbox UK Ltd and/or it's suppliers unless stated within the proposal. The customer may request in writing from Cleverbox UK Ltd, the necessary permission to use materials (for which Cleverbox UK Ltd holds the copyright) in forms other than for which it was originally supplied, and Cleverbox UK Ltd may, at it's discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used unless stated within the proposal. By supplying images, text, or any other data to Cleverbox UK Ltd, the customer grants Cleverbox UK Ltd permission to use this material freely in the pursuit of the design. Should Cleverbox UK Ltd, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Cleverbox UK Ltd to remove and/or replace the file on the site. The customer agrees to fully indemnify and hold Cleverbox UK Ltd free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions. Alterations The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The customer also agrees that Cleverbox UK Ltd holds no responsibility for any amendments made by any third party, before or after a design is published. Proofs Proofs of all work may be submitted, if requested, for Customer's approval and Cleverbox shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Customers alterations and additional proofs necessitated thereby shall be charged extra unless additional amends were included within the proposal. Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed. Licensing Any design, copywriting, drawing, idea or code created for the customer by Cleverbox UK Ltd, or any of it's contractors, is licensed to Cleverbox UK Ltd and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Cleverbox UK Ltd and any of it's relevant sub-contractors. All design work- where there is a risk that another party make a claim, should be registered by the customer with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. Cleverbox UK Ltd will not be held responsible for any and all damages resulting from such claims. Cleverbox UK Ltd is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold Cleverbox UK Ltd responsible for any such loss or damage. Any claim against Cleverbox UK Ltd shall be limited to the relevant fee(s) paid by the customer. Data Formats The customer agrees to Cleverbox UK Ltd's definition of acceptable means of supplying data to Cleverbox UK Ltd. Text is to be supplied to Cleverbox UK Ltd in electronic format as standard text (.txt), MS Word (.doc) on floppy disc, or CD-ROM, or via e-mail. Images which are supplied in an electronic format, are to be provided in a format as prescribed by Cleverbox UK Ltd via floppy disc, CD-ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and Cleverbox UK Ltd will not be held responsible for any image quality which the customer later deems to be unacceptable. Cleverbox UK Ltd cannot be held responsible for the quality of any images which the customer wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services. Design Project Duration Any indication given by Cleverbox UK Ltd of a design project's duration is to be considered by the customer to be an estimation. We will not be responsible for any delay or failure to deliver Content under this Agreement caused by circumstances beyond our control. If there shall be such suspension of the Schedule at any stage, we shall revise the Schedule accordingly and the new Schedule shall apply thereafter. Rights of Access for Website Construction The customer agrees to allow Cleverbox UK Ltd all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow Cleverbox UK Ltd access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions. The customer agrees to supply Cleverbox UK Ltd with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner. Design Project Completion Cleverbox UK Ltd considers the design project complete upon receipt of the customer's signed Approval form. Other services such as printing, display panel production, filmwork, website uploading, publishing etc either contracted on the customers behalf constitute a separate project and can be treated as a separate charge. Website Design Only Once web design is complete, Cleverbox UK Ltd will provide the customer with the opportunity to review the resulting work. Cleverbox UK Ltd will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Cleverbox UK Ltd by e-mail or fax and confirmed by post. Cleverbox UK Ltd will consider that the customer has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period. Hosting websites Cleverbox UK Ltd does not offer in-house hosting services. Cleverbox UK Ltd can only suggest possible sub-contractors and does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. Cleverbox UK Ltd may request that customers change the type of hosting account used if that account is deemed by Cleverbox UK Ltd to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees due to the hosting organisation are the responsibility of the customer and Cleverbox UK Ltd are not liable for their payment. Domain Registration Cleverbox UK Ltd cannot guarantee the availability of any domain name. Where Cleverbox UK Ltd is to register a domain name on behalf of a customer it will endeavor to do so but the customer should not assume a successful registration. Search Engine Submission Due to the infinite number of considerations that search engines use when determining a site's ranking, Cleverbox UK Ltd cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. Design Credits Cleverbox retains the right to display the item/s (design or photography) in any online or offline portfolios, and for the purpose of marketing or advertising our services on or offline. The customer agrees to allow Cleverbox UK Ltd to place a small credit on printed material exhibition displays, advertisements and/or a link to Cleverbox UK Ltd's own website on the customer's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. The customer also agrees to allow Cleverbox UK Ltd to place websites and other designs, along with a link to the customer's site on Cleverbox UK Ltd's own website for demonstration purposes and to use any designs in its own publicity. Rights of Refusal Cleverbox UK Ltd will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Cleverbox UK Ltd also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Cleverbox UK Ltd does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow Cleverbox UK Ltd to remove the contravention without hindrance, or penalty. Cleverbox UK Ltd is to be held in no way responsible for any such data being included. Cancellation Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, Cleverbox UK Ltd will need formal notification in writing to Cleverbox's postal address. The customer will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Payment is required for the provision of design concepts: You are required to pay for our time, and quoted prices are based on design concepts provided, regardless whether used by you or not. Disclaimer Cleverbox UK Ltd makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Cleverbox UK Ltd will not be held responsible for any and all damages resulting from products and/or services it supplies. Cleverbox UK Ltd is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold Cleverbox UK Ltd responsible for any such loss or damage. Any claim against Cleverbox UK Ltd shall be limited to the relevant fee(s) paid by the customer. Cleverbox UK Ltd 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. Cleverbox UK Ltd will not knowingly perform any actions to contravene these and the customer also agrees to be so bound. Cleverbox UK Ltd and its customers agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities. Every endeavor will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5% for work in one colour only and 10% for other work being allowed for overs or shortages (4% and 8% respectively for quantities exceeding 50,000) the same to be charged or deducted. Indemnity The customer shall save harmless and indemnify Cleverbox UK Ltd, its subcontractors and its and their respective officers and employees from and against all claims, demands, proceedings, damages, costs, losses, liabilities and expenses whatsoever in respect of or resulting from: a. injury to, customer personnel, and b. loss of, or damage to customer property or that of customers personnel, and c. direct or indirect consequential loss arising out of, or in consequence of the performance of this Contract irrespective of the negligence or breach of duty of Cleverbox UK Ltd its sub-contactors and their respective officers and employees. Insolvency Without prejudice to other remedies, if the Client become insolvent (that is if it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it) Cleverbox UK Ltd shall have the right not to proceed further with any work for the Client and shall be entitled to charge for work already carried out (whether completed or not) and material purchased for the client, such charge to be an immediate debt due to him Any unpaid invoices shall become immediately due for payment. Force Majeure Cleverbox UK Ltd shall not be liable in respect of any shortage or failure to supply where such shortage of or failure is due to act of God or any other reason beyond the control of Cleverbox UK Ltd and that Cleverbox UK Ltd in such circumstances will not be liable in respect of any consequential loss to the Client. Cleverbox UK Ltd shall not under any circumstances be liable for any direct or indirect consequential loss arising from the services howsoever, whensoever, or whatsoever caused and whether or not resulting from a negligent act or omission by the Client. If for any of these reasons the Contract is not completed the Client shall pay the Contract Price less the costs not expended to date. Law These conditions shall be governed by the law of England. Photography Terms & Conditions NB: These Terms and Conditions relate to photographic services only. Separate terms and conditions apply to Cleverbox's Marketing and Design Services. COPYRIGHT and USAGE Copyright of photography is retained by Cleverbox; however, the school is entitled to the right to use the pictures within the school for non-commercial purposes; publication in a free in-house magazine; exhibition within the Client's premises; or editorial use in the Client's intranet site. The Licence only applies to the Client and product as stated on the proposal/invoice and its benefit shall not be assigned to any third party without Cleverbox's written permission. Accordingly, even where any form of 'all media' Licence is granted, Cleverbox's permission must be obtained before any use of the Photographs for other purposes eg use in relation to another marketing product not undertaken by Cleverbox. If we use photographs of individual pupils, we will not use the name of that child in the accompanying text or photo caption. We may use group or class photographs or footage with very general labels, such as "a science lesson" or "making Christmas decorations". We will only use images of pupils who are suitably dressed, to reduce the risk of such images being used inappropriately. RIGHT TO CREDIT If an external agency has been agreed to use Cleverbox photography (with formal written agreement) it will be necessary for each page on which an image appears have a credit to Cleverbox and a link to the Cleverbox web site. EXCLUSIVITY Cleverbox retain the right in all cases to use the Photographs for the purposes of advertising or otherwise promoting their own work. CLIENT CONFIDENTIALITY Cleverbox will keep confidential and will not disclose to any third parties or make use of material or information communicated to Cleverbox in confidence for the purposes of the photography. Cleverbox will not resell any student/school images to a third party under any circumstances unless agreed, in writing, by the school. INDEMNITY Cleverbox agree to indemnify the client against all expenses, damages, claims and legal costs arising out of any failure by Cleverbox to obtain any clearances for which he was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. Cleverbox shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the client shall be responsible for obtaining such clearances and will indemnify Cleverbox against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances EXPENSES Where extra expenses or time are incurred by Cleverbox as a result of alterations to the original brief by the school, or otherwise at their request, the school shall give approval to and be Liable to pay such extra expenses or fees at Cleverbox?s normal rate to Cleverbox in addition to the expenses agreed or estimated. REJECTION Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. CANCELLATION & POSTPONEMENT A booking is considered firm as from the date of confirmation and accordingly Cleverbox will, at their discretion, charge a fee for cancellation or postponement. ELECTRONIC STORAGE Save for the purposes of reproduction for the Licensed use(s), the Photographs may not be stored in any form of electronic medium without the written permission of Cleverbox. Manipulation of the Image or use of only a portion of the Image may only take place with the permission of Cleverbox. APPLICABLE LAW This agreement shall be governed by the laws of England, Wales and Scotland. Variation These Terms and Conditions shall not be varied except by agreement in writing. Website Design Terms & Conditions By placing an order with Cleverbox, you confirm that you are in agreement with and bound by the terms and conditions below. Definitions: The Client : The company or individual requesting the services of Cleverbox UK Ltd. Cleverbox: Primary designer/site owner & employees or affiliates. General Cleverbox will carry out work only where an agreement is provided either by email, telephone, mail or fax. Cleverbox will carry out work only for clients who are 18 years of age or above. An 'order' is deemed to be a written or verbal contract between Cleverbox and the client, this includes telephone and email agreements. Website Design Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, Cleverbox 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 Cleverbox until all outstanding accounts are paid in full. Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by Cleverbox remain the copyright of Cleverbox and may only be commercially reproduced or resold with the permission of Cleverbox. Cleverbox cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material. Any additions to the brief will be carried out at the discretion of Cleverbox and where no charge is made by Cleverbox for such additions, Cleverbox 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 as soon as is reasonably possible to Cleverbox all materials required to complete the site to the agreed standard and within the set deadline. Cleverbox will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines. Cleverbox 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 re content/images that have been provided to us for inclusion on the site. Cleverbox 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. Cleverbox 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. A deposit of 35% is required with any standard project and 50% for database driven 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. Database, Application and E-Commerce Development Cleverbox 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 Cleverbox remain the copyright of Cleverbox and may only be commercially reproduced or resold with the permission of Cleverbox. Where applications or sites are developed on servers not recommended by Cleverbox, 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 Cleverbox before being made generally available for use. Where "bugs", errors or other issues are found after the site is live, Cleverbox will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief Compatibility Cleverbox will endeavor to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Microsoft Internet Explorer Version 6 and to an acceptable level with Mozilla browsers. Cleverbox can offer no guarantees of correct function with all browser software. Website Hosting Whilst Cleverbox recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by Cleverbox cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss. Cleverbox 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 the free hosting service should the necessity arise. Payment of Accounts A deposit is required from any new client before any work is carried out. It is the Cleverbox policy that any outstanding accounts for work carried out by Cleverbox 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 Cleverbox. 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 Cleverbox 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 question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons. Complaints Procedure Informal procedure Anyone who experiences a problem with their web service provided by Cleverbox should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as an url) and clearly outlining the grounds for complaint. Cleverbox will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant. Formal complaints procedure The formal complaints procedure should only be used where the complainant feels that the nature of the complaint is too serious to be dealt with informally, or where a satisfactory conclusion has not been reached after following the informal procedure. A formal complaint should be made in writing to Cleverbox, who will acknowledge receipt and ensure that the matter is looked into as soon as possible. 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. TERMS AND CONDITIONS for Cleverbox | Photography NB: These Terms and Conditions relate to photographic services. Separate terms and conditions apply to Cleverbox's Marketing and Design Services.
COPYRIGHT and USAGE Cleverbox does not permit the use of its photography service by any third party agency. Cleverbox's permission must be obtained before any use of the Photographs for other purposes, such as use in relation to another marketing product not undertaken by Cleverbox.
RIGHT TO CREDIT
CLIENT CONFIDENTIALITY
Exclusivity
INDEMNITY
EXPENSES
REJECTION
CANCELLATION & POSTPONEMENT
CANCELLATION RATES
APPLICABLE LAW
VARIATION
HINTS & TIPS FOR PLANNING 1. It is most beneficial to our photographer to have a tour of your school on the first day from 09:00 to 09:30 before beginning the shoot. 2. Prepare and organise staff and lessons, taking into consideration any props required for the shoot. 3. Ensure students are dressed appropriately and neatly and have parental consent/model release authorisation where applicable. 4. We require you to allocate one member of staff to accompany and work with the photographer throughout each day. 5. You may wish to have certain lessons actually setup in separate classrooms, and cherry pick a selection of students to work with the teacher. This works especially well for the more active shots such as for Science, Drama, IT, PE, Tech, Art, Music, LRC, Mentoring and even outside shots. 6. Please send our Photography Brief PDF to the teachers involved, to illustrate the kind of shots we are looking for. |