The following terms and conditions apply to all creative services provided by XVAVI LIMITED to the Client.
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.
Charges for services to be provided by XVAVI LIMITED are defined in the project “Scope of Services” that the Client receives via e-mail. Quotations are valid for a period of 30 days. XVAVI 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 commences. 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 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 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 will handover by the date specified in the project proposal, or at date agreed with Client upon XVAVI LIMITED receiving initial payment, unless a delay is specifically requested by the Client and agreed by XVAVI LIMITED.
For website design and development projects, XVAVI 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 receiving initial payment, unless a delay is specifically requested by the Client and agreed by XVAVI LIMITED.
In return, the Client agrees to delegate a single individual as a primary contact to aid XVAVI LIMITED with progressing the commission in a satisfactory and expedient manner.
During the project, XVAVI 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 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.
Invoices will be provided by XVAVI 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 for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.
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 will be proportionate to work completed to date as detailed in Statement of Work.
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants XVAVI 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 permission and rights for use of the same and agrees to indemnify and hold harmless XVAVI LIMITED from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
XVAVI LIMITED may not use Clients copyright or intellectual property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. XVAVI LIMITED shall grant to Client a royalty-free, non-transferable, non-exclusive perpetual licence for Client to use the software 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. All ideas, designs & concepts are private intellectual property of Xvavi 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 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
A link to “XVAVI LIMITED” 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’s portfolio.
13. ACCESS REQUIREMENTS
If the Client’s website is to be installed on a third-party server, XVAVI 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 cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
15. DOMAIN NAMES, WEBSITE HOSTING & EMAIL HOSTING
XVAVI 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. 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 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. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
XVAVI LIMITED guarantees 99% uptime. A failure to provide 99% uptime will result in Client compensation pursuant to guidelines established herein.
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.
XVAVI LIMITED warrants that it shall provide the Products & Services and the Website to the Client using reasonable care, skill and reasonable time in accordance with generally recognised commercial practices and standards.
XVAVI 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 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.
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.