Terms & Conditions
1. In these Terms of Business:
‘Company’ means iMarkets Group Ltd. and all its associates.
‘Client’ means the person, firm or company ordering or buying Services from the Company.
‘Services’ means the subject matter of the relevant Order or contract of sale.
‘Order’ means the Order placed by the Client for the supply of concepts, design, artwork, project management or any other Service or Goods supplied by the Company.
‘Artwork’ means any visual, design, concept board or disc comprising: design concepts, typography, illustrations, photographs, positional guides and print specifications.
‘Goods’ means actual products or items supplied.
2. Order & contract
No contract in respect of Services between the Company and the Client shall exist until the Client’s Order has been accepted by the Company and the Company’s proposal has been reviewed and accepted by the client. In the absence of any formal contract, all steps taken after reviewing of the proposal, and agreement on payment amount will be acknowledged as a full intention of both the Company and the Client to enter into a good faith agreement / contract for the Service.
On commencement of the project, the Company reserve the right to re-estimate the project if there are; 1. changes to the scope of the project as originally agreed, 2; any major delays that are not caused by the Company, or are out of the Company's control.
Prices are based on the Company’s current pricing policy but the Company reserves the right to amend its' quoted prices at any time.
4. Additional work / preliminary work/ variation to order
Where the Client has requested, either verbally or in writing, either preliminary or additional work or a variation to the Order or the Company’s estimate, then any such additional or preliminary work, whether experimental or otherwise, or such variation to Order shall always be charged to the Client at the current rate prevailing for that service, unless otherwise stated by the Company.
5. Delivery & payment
Payment is due in full 14 days from the date of issue of the Company’s invoice. A payment of 50% of the agreed price value is required in advance of commencement the Service. A receipt should be provided.
A charge will be made to cover any additional costs incurred by the Company involved in any attempt to secure payment of monies outstanding, such as legal fees (Court & Solicitor), Debt Recovery / Baliff fees and any admin/travel costs. Any request to suspend production should be made in writing. Any suspension or delay, without just cause by the Client for more than 14 days, the Company reserves the right to apply for interim payment by way of invoicing the Client for all labour and or services supplied to the date of suspension or delay. Financial complication, such as cashflow, are not acceptable as just cause.
The Company may, in agreement with the Client, arrange that payment for services be made in installments. The Company reserves the right, at its sole discretion, to charge interest on all monies outstanding after 28 days from the date of issue of the Company’s invoice. The rate of interest applied will be 6% above the Bank of England Base Rate.
The Company reserves the right to cancel any outstanding / ongoing commitments to continue production in the case of non-payment of any installment and to remove any part of the service where ownership is still retained, which have been delivered. In the case of non-payment of the third instalment or, in the case of website development, take down the actual website, where permanently or temporarily owned or hosted, or on any domain name registered to the Company.
Review & Change Requests
There is typically one round of change requests permitted. By submitting a list of pre-agreed change request the Client is implicitly agreeing that upon completion of these changes, final approval for the Service is granted. If the Company is unable to complete the Service for reasons beyond it's control, such as, but not restricted to, direct dependancies on the Client, the Service will still be considered complete, assuming all other tasks have been completed, and a final invoice issued.
Final Review refers to the Clients' responsibility to verify any change requests, and decide on publishing, or instructing the publishing of or commencement pertaining to, the Service delivered. Any final review is not an opportunity to make further change requests or regard the Service incomplete. Any subsequent tasks , such as pushing or making the Service operational where it is possible to do so is not considered as evidence of a failure to complete.
Any further changes may be agreed upon at an additional charge. A completed Order or Service held unduly as pending Final Review for a period of more than 14 days will be considered delivered and chargeable by the Company.
All Intellectual Property Rights for work supplied by the Company remain the sole and exclusive Property of the Company until such time as the Client has paid all outstanding invoices in full. On total completion of payment by the Client to the Company of all monies outstanding on any individual deliverable, all Intellectual Property Rights in that deliverable supplied by the Company then reside totally and into perpetuity with the Client.
In accordance with the Late Payment of Commercial Debts [interest] Act, interest becomes payable if any debt is not paid after 14 days from the date of invoice. Legally, the rate that can be charged is 8% above the prevailing Bank of England base rate at that time. iMarkets Group Ltd. policy is currently to charge interest at 6% above Bank of England base rate. The company reserves the right to amend this rate at any time.
In addition to the above, compensation for late payment is also now legally applicable and interest and/or compensation will be payable at the rate/rates described above on all outstanding invoices, if payment is not received in full within 14 days from the date of invoice, in line with Government legislation of the United Kingdom.
The Company’s liability in respect of defects in the Services provided shall be limited to the replacement of the faulty items, or such other compensatory measures as the Company in its sole discretion considers appropriate in the circumstances. No liability will be accepted for defective work directly resulting from inferior originals or content, or Content Management Systems supplied by the Client. No refunds will be applicable.
Where the Client has supplied written copy, photography, film, documents or other assets in whatsoever form for printing or reproduction purposes by the Company and such written copy, photography, film, documents or other assets in whatsoever form is not of sufficient source quality for reproduction in the online medium, the Company will not be liable. The Company is obliged to make efforts to bring to the attention of the Client any items damaged or destroyed whilst in the Company’s possession, then the Company shall only be liable for the replacement cost of the said written copy, photography, film, documents or assets and the Company shall not in any circumstances be liable to the Client in respect of indirect or consequential loss or damage or loss of profits sustained by the Client.
The Company cannot be held responsible for any loss of data due to errors caused by website hosting, be it provided by the Company or the Client. The Company cannot be held responsible for the incorrect use of content management systems resulting in data loss by Company clients.
If the Client cancels the Order with at least 30 days in writing, they shall reimburse the Company in respect of all costs and expenses incurred by the Company in connection therewith of the project including the full agreed price of the Order after 30 days commencement of work on the Order. The Company may withhold or cancel any further tasks or obligations under the Order and may recover from the Client all losses resulting therefrom, for commitments and work carried out to date.
8. Insolvency or bankruptcy
If the Client ceases to pay its debts in the ordinary course of business or cannot pay its debts as they fall due or (being a company) is deemed to be made to pay its debtors or has a winding-up petition presented against it or (being a natural person) has a bankruptcy petition presented against them, the Company shall have the right not to proceed further with any contract between it and the Client and shall be entitled to be paid forthwith for all costs incurred, work done and materials purchased for the Client.
9. Illegal matter
The Company may at its discretion refuse to print or produce any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. The Client shall indemnify the Company against all claims made against it and all costs and expenses incurred or paid by it (including any damages costs and other sums paid either on legal advice in settlement of any claim or under a court order) in respect of any illegal or libellous matter or any infringement of copyright, patent, design or other proprietary or personal rights of whatsoever is contained in any material printed, produced or supplied to the Company by the Client.
A charge may be made to cover any additional work involved where copy supplied is not clear and legible, or where changes are made by the Client, that are beyond our control, or if digital information and or metadata, requires additional keyboard intervention. All estimates are subject to sight of final requirements. The Client will be notified in advance of undertaking any chargeable intervention.
11. Proofs & drafts
All work submitted for Client’s approval by the Company shall incur no liability for any errors not corrected by the Client in works so submitted. All Client’s alterations and additional proofs exceeding the original Order or agreement will be subject to additional charges. Where any content, style, type or layout is left to the Company judgment, all changes thereafter made by the Client shall be charged extra at the prevailing rate for that service. No responsibility will be accepted for differences between proofs and work supplied to the Client where the methods of production differ.
12. Print quantities
Every endeavour will be made to deliver the quantity ordered, but estimates are conditional upon margins of + / – 10 %.
Advice of damage, dissatisfaction of condition, delay or partial loss of any physical goods in transit or of non-delivery, must be given in writing to the Company and the carrier within 7 clear days of delivery. (In the case of non-delivery, within 28 days of notification of non-delivery). All other claims must be made in writing to the Company within 7 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that it was reasonably not possible to comply with the requirements.
14. Standing material
All Artwork, images, videos, film & plates, Illustrations, Transparencies, Prints, Originals, Models and other materials purchased, produced or owned by the Company and used by it in the course of production remain its exclusive property unless specifically agreed otherwise, but if supplied by the Client remain the Client’s property. Any new content created by the Company using source materials supplied by the Client is transferred to the Client only upon receipt of full payment. Until that time the Company can retain, remove or destroy, any original material created or modified by the Company and used in the website until the Client has completed full payment.
15. Client’s property
All property supplied to the Company by or on behalf of the Client shall while in the possession of the Company (ie on Shared Storage/cloud Drives, be deemed to be at the Client’s risk unless otherwise agreed and the Client should insure accordingly. Our recommendation is to create a shared Google Drive folder to house all materials related to the project on your (the CLient’s) computer and share the drive with the Company.
The Company shall be at liberty to sub-contract the work described in the estimate either in whole or in part to any person firm or company it shall think fit without notice thereof to the Client.
17. Force Majeure
The Company shall be under no liability if the Company is unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lockout, strike or action taken by employees or contractors in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such contingency, the Client may give written notice to the Company electing to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
The Company reserves the rights of title to any work or items prepared for the Client and retains all Copyright and Intellectual Property Rights in connection therewith until such time as the Client has purchased such Copyright or rights of the title by payment in full in accordance with this agreement and confirmation of same is made in writing by the Company.
19. Right to use
The Company reserves the right to use, for the purposes of its own marketing, all work produced for the Client, on the understanding that such marketing for the Company shall not damage the Client’s brand or perception of the Client’s brand in any manner whatsoever.
These conditions and all other terms of the contract shall be governed and construed in accordance with the laws of England.
Sign off of the Company’s estimate proposal by the Client is deemed to be acceptance of all the above Terms & Conditions of business.