Terms and Conditions
1. EP Design Studio Ltd is a company registered in England and Wales (registered number 13606472) whose trading address is Harrow Business Centre, 429-433 Pinner Road, North Harrow, Middlesex HA1 4HN.
2. Tax – EP Design Studio Ltd reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
3. Proofs – Proofs of all work may be submitted for customer’s approval and EP Design Studio Ltd shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to EP Design Studio Ltd’s discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis. The forgoing provisions relating to proofs applies to all types of proof provided for digital media going live, proofs may take the form of hard copy, digital files or websites and applications viewed on-line.
4. Copyright – Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by EP Design Studio Ltd shall vest in and belong to EP Design Studio Ltd. EP Design Studio Ltd may use any such artwork for the purposes of promoting itself. The customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text, fonts and/or any other reproducible materials (“Materials”) prior to instructing EP Design Studio Ltd to reproduce the same. The customer shall indemnify and hold EP Design Studio Ltd and their agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by EP Design Studio Ltd infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
5. Claims –Digital work will consist of those elements detailed on the project proposal and EP Design Studio Ltd shall be under no obligation whatsoever to provide anything more (including any extra functionality) howsoever in respect of the digital work (including any network access) other than that detailed in the project proposal. Any claim that the elements detailed in the project proposal have not been provided must be made in writing to EP Design Studio Ltd within 28 days of delivery. EP Design Studio Ltd shall not be liable in respect of any claim if the claim in question is notified outside the aforementioned timescale.
6. Liability – EP Design Studio Ltd gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a customer’s order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. EP Design Studio Ltd shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data including any stored on or accessible through any digital work. The total aggregate liability of EP Design Studio Ltd in respect of any and all causes of action arising out of or in connection with the customer’s order and EP Design Studio Ltd’s performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph 8) be limited to the sums paid to EP Design Studio Ltd by the customer in respect of the order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
7. Customer’s property – (a) The customer’s property and all property supplied to EP Design Studio Ltd by or on behalf of the customer shall while it is in the possession of EP Design Studio Ltd be deemed to be at customer’s risk. Whilst EP Design Studio Ltd takes all reasonable care of such property in the event of its loss by EP Design Studio Ltd it shall be deemed to have a value of £5 or less.
8. Credit terms and payment – For invoices not settled within the agreed credit terms or for payments returned unpaid (such as cheques, credit cards or similar), EP Design Studio Ltd reserves the right to (a) charge interest on the overdue debt at the statutory rate from time to time in force and an administration fee to cover its debt recovery costs and any other costs relating to the collection of payment and (b) suspend work for the customer and remove / take down digital work completed to that point until payment has been received.
9. Insolvency – If the customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against it, EP Design Studio Ltd without prejudice to other remedies shall (i) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to EP Design Studio Ltd, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in EP Design Studio Ltd’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as EP Design Studio Ltd thinks fit and to apply the proceeds towards such debts.
10. Illegal matter – (a) EP Design Studio Ltd shall not be enabled to upload any matter to be accessible on a digital application, which in its opinion is or may be of an illegal, libelous, immoral, blasphemous, morally offensive, politically extreme, obscene or fraudulent nature or an infringement of the intellectual property or other rights of any third party (“Offending Matter”). (b) The customer shall indemnify and hold EP Design Studio Ltd harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be Offending Matter.
11. Data Protection – By placing an order with EP Design Studio Ltd, the customer consents to its details being passed for accounting and marketing purposes. The details will be kept by EP Design Studio Ltd even after the customer’s trading relationship with EP Design Studio has terminated. EP Design Studio Ltd may use the customer’s personal data to let customers know about goods and services similar to the goods or services provided to the customer previously and any others matters that EP Design Studio Ltd consider may be of interest to customers.
12. Digital work including websites, website services and mobile applications –
(a) Agreed projects will be set out in written project proposals that include (i) a payment schedule for the work and (ii) a specification, milestones and approximate delivery dates. Digital work is not provided on a Guaranteed Turnaround basis and EP Design Studio Ltd may adjust delivery dates for milestones and will keep the customer appraised of progress and any delays due to technical obstacles and / or resourcing limitations, any extension to delivery dates will not entitle the customer to a refund of payments already made.
(b) Any amendments to the specification set out in project proposals could result in additional costs to the customer, EP Design Studio Ltd will raise and discuss any additional costs and agree such terms with the customer before carrying out work on modifications to the specification.
(c) EP Design Studio Ltd will notify the customer when a milestone has been completed and / or raise an invoice as set out in the project proposal payment of which shall be acceptance and sign-off on work completed at that point.
(d) EP Design Studio Ltd will endeavour to ensure that web pages work in current and recent versions of preeminent web browsers (such as Firefox, Chrome, Explorer and Safari) at the time of undertaking the project. The customer acknowledges that technology is fast moving and EP Design Studio Ltd cannot give absolute assurance as to how web pages will look and work on any given browser or device released from time to time.
(e) The customer acknowledges and agrees that any code, software, content, graphics, visuals and the look and feel of any website, mobile application or similar services shall, as between the customer and EP Design Studio Ltd, belong to EP Design Studio Ltd. Further, save as expressly granted under the contract with EP Design Studio Ltd, the customer shall have no right or licence whatsoever in or to the web application:
(f) The web application may utilise a range of technologies including open source software and items supplied under license by third parties (“Third Party Content”). The customer acknowledges and agrees that EP Design Studio Ltd’s ability to make the web application available may be dependent on EP Design Studio Ltd having the benefit of licences in respect of such Third Party Content, which licences may be ended at any time and accordingly, if EP Design Studio loses the benefit of such licences it will not be under any obligation to continue to make the web application available. The customer further acknowledges and agrees that provisions of such licences may be deemed incorporated into these terms and conditions.
(g) The customer acknowledges and agrees that whilst EP Design Studio Ltd will use its reasonable endeavours to ensure that the web application is, otherwise than for maintenance (whether routine, planned or emergency) accessible at all times, it gives no warranty whatsoever that the web application will be accessible either in whole or in part or otherwise “on line” for any period of time or that access will be uninterrupted or secure.
(h) The customer agrees that in respect of the web application it will not:
(i) do any illegal act including without limitation, drug dealing, violation of national export restrictions, harassment, fraud, trafficking in obscene material, distributing viruses, trojan horses or any other similar harmful or deleterious programming routines;
(ii) do any act which either EP Design Studio Ltd in question has reasonably requested the customer not to do;
(iii) do or attempt to do any act which violates any system or network security which, without limitation, shall include unauthorised access and/or probing or scanning of the system security and/or hacking;
(iv) involve itself in spamming, mail bombing, system flooding or anything similar;
(v) provide any false or misleading information to EP Design Studio Ltd or over the web application;
(vi) use the web application for chat pages, contests or any other high volume activities without the express written permission of EP Design Studio Ltd in question;
(i) The customer acknowledges and agrees that if EP Design Studio Ltd in question reasonably considers that the web application is being used for any purpose that EP Design Studio Ltd in question reasonably considers to be in breach of any of the above provisions or otherwise, in the common sense of the word, improper, then it may without prior notice take down the web application in question without incurring any liability whatsoever to the customer.
(j) The customer acknowledges and agrees that it is not envisaged that any web application will exceed such bandwidth as EP Design Studio Ltd acting reasonably considers appropriate (having regard to the fact that it is envisaged that only low volumes of traffic will be driven through the web application), to the extent that such bandwidth is materially exceeded and/or is regularly exceeded EP Design Studio Ltd may apply caps or throttling to bandwidth supplied or, without prior notice suspend or otherwise take down the web application in question, without incurring any liability whatsoever to the customer.
(k) The customer acknowledges and agrees that EP Design Studio Ltd in question will have no liability for any element of the web application that was not created by it or on its behalf or which was supplied by the customer and further, the customer acknowledges and agrees that EP Design Studio Ltd shall only be liable in respect of any inaccuracy of any element of the web application that has been created by it or on its behalf if having been notified of such inaccuracy, which notification must be within 28 days of delivery, EP Design Studio Ltd in question has, after having been supplied with everything it reasonably requests from the customer, failed to rectify the inaccuracy within seven days of being so notified and then the extent of EP Design Studio Ltd’s liability in respect of such liability shall be governed by these terms and conditions.
(l) As regards the provision of the web application and any related services by EP Design Studio Ltd, any words and phrases which have a customarily accepted meaning within the IT industry shall have that meaning unless stated otherwise.
13. Force Majeure – EP Design Studio Ltd shall be under no liability (and shall not be obliged to refund all or part of any fees paid by the customer) if it shall be unable to perform any obligation which is owed by it to the customer for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees 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 a contingency the customer may by written notice to EP Design Studio Ltd elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
14. Variation to Terms and Conditions – These terms and conditions may be amended from time to time by EP Design Studio Ltd (but not for the avoidance of doubt by any customers). The latest version of these terms and conditions may be accessed via the Website.
15. Severability – If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
16. Invalidity of other terms – Unless expressly agreed to in writing, no other terms (including those contained on any purchase order supplied by a customer) nor any representation will form part of any contract between EP Design Studio Ltd in question and the customer and these terms and conditions will, in absence of any written agreement between EP Design Studio Ltd and the customer stating otherwise, represent the entirety of the terms of such contract.
17. Notice – Any notice to be required to be served under any contract between EP Design Studio Ltd in question and the customer shall be in writing and delivered personally or sent by first class prepaid post to, in the case of EP Design Studio Ltd in question, the address of the outlet operated by EP Design Studio Ltd in question and, in the case of the customer, to the address of the customer detailed in the order form. Any such notice shall be deemed properly served, in the case of personal delivery on delivery and in the case of posting two working days after the date of posting.
18. Law – These terms and conditions and all other express terms of the contract with customers shall be governed and construed in accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any contract between EP Design Studio Ltd and the customer into which these terms are incorporated.
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