Terms & Conditions

The following terms and conditions apply to all creative services provided by XVAVI

LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED to the Client.

1. ACCEPTANCE

It is not necessary for any Client to have signed an acceptance of these terms and

conditions for them to apply. If a Client accepts a quote then the Client will be deemed

to have satisfied themselves as to the terms applying and have accepted these terms

and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services

implies that you have read and accepted our terms and conditions.

2. CHARGES

Charges for services to be provided by XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI

AGENCY LIMITED are defined in the project “Scope of Services” that the Client receives

via e-mail. Quotations are valid for a period of 7 days. XVAVI LIMITED, XVAVI STUDIO

LIMITED or XVAVI AGENCY LIMITED reserves the right to alter or decline to provide a

quotation after expiry of the 30 days.

Unless agreed otherwise with the Client, all creative services require an upfront

payment of fifty (50) percent of the project or phase quotation total prior to the work

commencing. A final charge of fifty (50) percent is due upon completion of the work,

prior to upload to the server or release of materials.

Payment for services is due by bank transfer. Bank details will be made available on

invoices.

3. CLIENT REVIEW

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED will provide the

Client with an opportunity to review the appearance and content of the creative

services during the design phases and once the scope of services is completed. At

completion of the project, such materials will be deemed to be accepted and approved

unless the Client notifies XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY

LIMITED otherwise within ten (10) days of the date the materials are made available to

the Client.

4. TURNAROUND TIME & CONTENT CONTROL

For general creative services, XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY

LIMITED will handover by the date specified in the project proposal, or at date agreed

with Client upon XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED

receiving initial payment, unless a delay is specifically requested by the Client and

agreed by XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED.

For website design and development projects, XVAVI LIMITED, XVAVI STUDIO LIMITED

or XVAVI AGENCY LIMITED will install and publicly post or supply the Client’s website by

the date specified in the project proposal, or at date agreed with Client upon XVAVI

LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED receiving initial payment,

unless a delay is specifically requested by the Client and agreed by XVAVI LIMITED,

XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED.

In return, the Client agrees to delegate a single individual as a primary contact to aid

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED with progressing the

commission in a satisfactory and expedient manner.

During the project, XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED

will require the Client to provide content; text, images, movies and sound files. The

parties acknowledge and agree that Client has full editorial control over the contents.

5. FAILURE TO PROVIDE REQUIRED CONTENT

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED operates as a small

business, to remain efficient we must ensure that work we have programmed is

carried out at the scheduled time. On occasions we may have to reject offers for other

work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any

occasion where progress cannot be made with your project because we have not been

given the required information in the agreed time frame, and we are delayed as result,

we reserve the right to impose a surcharge of up to 25%. If your project involves

Search Engine Optimisation we need the text content for your site in advance so that

the SEO can be planned and completed efficiently.

If you agree to provide us with the required information and subsequently fail to do

within one week of project commencement we reserve the right to close the project

and the balance remaining becomes payable immediately. Simply put, all the above

condition says is do not give us the go ahead to start until you are ready to do so.

Note: Text content should be delivered as a Microsoft Word, email (or similar)

document with the pages in the supplied document representing the content of the

relevant pages on your website. These pages should have the same titles as the

agreed website pages. Contact us if you need clarification on this.

6. PAYMENT

Invoices will be provided by XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY

LIMITED upon completion but before publishing the live website or handover. Invoices

are normally sent via email; however, the Client may choose to receive hard copy

invoices. Invoices are due upon receipt. The website will not be migrated, published or

supplied to the Client prior to the account being cleared.

7. ADDITIONAL EXPENSE

Client agrees to reimburse XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY

LIMITED for any additional expenses necessary for the completion of the work.

Examples would be purchase of special fonts, stock photography etc.

8. TERMINATION

Termination of services by the Client must be requested in a written notice and will be

effective on receipt of such notice. E-mail or telephone requests for termination of

services will not be honoured until and unless confirmed in writing. The Client will be

invoiced for design work completed to the date of first notice of cancellation for

payment in full within thirty (30) days. If termination occurs part way through project,

the amount payable to/by XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY

LIMITED will be proportionate to work completed to date as detailed in Statement of

Work.

9. COPYRIGHT

The Client retains the copyright to data, files and graphic logos provided by the Client,

and grants XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED the rights

to publish and use such material. The Client must obtain permission and rights to use

any information or files that are copyrighted by a third party. The Client is further

responsible for granting XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY

LIMITED permission and rights for use of the same and agrees to indemnify and hold

harmless XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED from any

and all claims resulting from the Client’s negligence or inability to obtain proper

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED may not use Clients

Agreement except with the written consent of the Client. XVAVI LIMITED, XVAVI STUDIO

LIMITED or XVAVI AGENCY LIMITED shall grant to Client a royalty-free,

non-transferable, non-exclusive perpetual licence for Client to use for its own business

purposes.

10. INTELLECTUAL PROPERTY

The Intellectual Property Rights in Deliverables comprising of creative work including

Design passes to Client upon receipt of full payment of the invoice. All ideas, designs &

concepts are private intellectual property of XVAVI LIMITED, XVAVI STUDIO LIMITED or

XVAVI AGENCY LIMITED unless stated otherwise and/or a formal handover of creative

work on receipt of final payment has been performed.

11. STANDARD MEDIA DELIVERY

Unless otherwise specified in the project quotation, this Agreement assumes that any

text will be provided by the Client in electronic format (delivered on memory stick or

file transfer or via e-mail or FTP) and that all photographs and other graphics will be

provided physically in high quality print suitable for scanning or electronically in .gif,

.jpeg, .png or .tiff format. Although every reasonable attempt shall be made by XVAVI

LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED to return to the Client any

images or printed material provided for use in creation of the Client’s website, such

return cannot be guaranteed.

12. DESIGN CREDIT

For website design or development projects; a link to “XVAVI®” will appear in either

small type or by a small graphic at the bottom of the Client’s website. If a graphic is

used, it will be designed to fit in with the overall site design. If the Client requests that

the design credit be removed/excluded, a nominal fee of 10% of the total development

charges will be applied, unless a special agreement has been reached in advance. The

Client also agrees that the website developed for the Client may be presented in XVAVI

LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED’s portfolio.

13. ACCESS REQUIREMENTS

If the Client’s website is to be installed on a third-party server, XVAVI LIMITED, XVAVI

STUDIO LIMITED or XVAVI AGENCY LIMITED must be granted temporary read/write

access to the Client’s storage directories which must be accessible via FTP. Depending

on the specific nature of the project, other resources might also need to be configured

on the server.

14. POST-PLACEMENT ALTERATIONS

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED cannot accept

responsibility for any alterations caused by a third party occurring to the Client’s

project is live and the handover has been performed. Such alterations include, but are

not limited to additions, modifications or deletions.

15. DOMAIN NAMES, WEBSITE HOSTING & EMAIL HOSTING

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED may purchase

domain names on behalf of the Client. Payment and renewal of those domain names is

the responsibility of the Client. The loss, cancellation or otherwise of the domain

brought about by non or late payment is not the responsibility of XVAVI LIMITED, XVAVI

STUDIO LIMITED or XVAVI AGENCY LIMITED. The Client should keep a record of the due

dates for payment to ensure that payment is received in good time.

Website hosting and email hosting costs are to be provided by XVAVI LIMITED, XVAVI

STUDIO LIMITED or XVAVI AGENCY LIMITED and defined in the project “Scope of

Services” that the Client receives via e-mail. Hosting costs are billed yearly, unless

otherwise agreed, to the Client. These costs are payable on project completion, prior to

going live or the publishing of any materials.

The loss, cancellation or otherwise of any hosting brought about by non or late

payment is not the responsibility of XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI

AGENCY LIMITED. The Client should keep a record of the due dates for payment to

ensure that payment is received in good time.

16. GENERAL

These Terms and Conditions supersede all previous representations, understandings or

agreements. The Client’s signature below or payment of an upfront fee constitutes

agreement to and acceptance of these Terms and Conditions. Payment online or by

bank transfer is an acceptance of our terms and conditions.

17. GOVERNING LAW

This Agreement shall be governed by English Law.

18. LIABILITY

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED warrants that it shall

provide the Products & Services to the Client using reasonable care, skill and

reasonable time in accordance with generally recognised commercial practices and

standards.

XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED is not liable for; Any

malicious code injection on the Client’s website. Loss or damage caused by delay or

error, whether the result of negligence or other cause in the production of the website.

Loss or damage to clients’ artwork/photos, supplied for the site. Limiting or excluding

liability for any other losses arising from negligence or other cause, such limitations or

exclusions have to be ‘reasonable’.

The entire liability of XVAVI LIMITED, XVAVI STUDIO LIMITED or XVAVI AGENCY LIMITED

to the Client in respect of any claim whatsoever or breach of this Agreement, whether

or not arising out of negligence, shall be limited to the charges paid for the Services

under this Agreement in respect of which the breach has arisen.

19. SEVERABILITY

In the event any one or more of the provisions of this Agreement shall be held to be

invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be

unimpaired and the Agreement shall not be void for this reason alone. Such invalid,

illegal or unenforceable provision shall be replaced by a mutually acceptable valid,

legal and enforceable provision, which comes closest to the intention of the parties

underlying the invalid.

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21. PRIVACY