Terms & Conditions
Definitions:
- “Buyer” or “Client” or “Customer” or “you” or “your” means the person or company from whom an order is accepted by the seller.
- “Seller(s)” or “Company” or “our” or “us” or “we” means Codevisory [ Legal trading entity – Wooduchoose Ltd]
- “Services” or “Service” means any design, marketing, management, coding, or other professional service provided by the Company Company for the client.
- “Order” or “Contract” means the order placed by the Client for the supply of the Services by the Company.
- ‘Content’ means any original written copy (text), image, photograph, print, artwork, video tape, DVD/CD, software, data, file (electronic or hard copy), information or similar provided to the Company by the Client as part of services rendered.
- ‘Project Fee’ or ‘Price’ means the agreed value to be paid for Services and upon completion of the project or at agreed milestones.
We reserve the right to change these terms at any time without notice.
Brief overview:
Codevisory is a specialist provider of software and coding services. It is a trading name for Wooduchoose Ltd, a UK based private limited company.
Orders and Payment Terms
All orders for services placed with The Company are subject to our acceptance.
We may offer a free initial consultation to all prospective clients. This may be
over the phone, in person, or by email. After initial consultation the project brief will be agreed, outlining the Project Scope and Project Fee. The Client must check each of these thoroughly before proceeding with an order. No project shall be commenced without the agreement of both Client and the Company to the Project Brief. A commitment fee will be required, this will be defined during the ordering process, normally a % of the total Project Fee and is required before work commences. This payment covers the cost of allocating our time, management, resources and expertise to the Client. This fee is non-refundable. Thereafter, on delivery of the Services or services, the remaining balance or milestone payments will be required up to and including the total value of the agreed Project Fee. Final payments will be due within 21 days from date of issue of invoice. After this date, payment shall be deemed to be overdue and may incur interest. For ongoing services, such as search engine optimisation, packages or hosting, payment for services shall be due in accordance with reoccurring term (normally monthly).
About our Fees
Our fees quoted are based on the following standard service provision: holding initial consultation with the Client, defining the Project Brief, liaising with the Client to confirm content and services required. The following are additional services over-and-above the standard service, and therefore extra fees shall apply (unless otherwise defined as included for within the quotation) for:
- Printing or production or manufacturing costs
- Provision of content
- Copywriting, researching or collating content from external sources, rewriting or optimising an existing source of content
- Creative copywriting, generation of original strap lines or marketing slogans
- Photography, stock photography or permission to use our own stock photography
- Illustration and artwork, diagrams, graphs and charts
- Domain name registration
- Postage and shipping
The Company will remain the copyright owner of all work produced for the Client, and only when payment for the work has been settled in full shall the Client have full licence to use the work commissioned.
Overdue/Late Payment
In the event of any payment being outstanding for more than 14 days after becoming due, The Company reserves the right to charge interest on the outstanding balance as stated in the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8% plus the Base Rate of interest as set by The Bank of England for the specified 6 month period in which the late payment falls.
The Company reserves the right to charge any recoverable statutory compensation for late payment to which we may be entitled, as stated by law.
Rates and Quotations
Rates charged to the Client for services will be those stated in the estimate or quotation issued by The Company to the Client, or as agreed in writing between The Company and the Client. Estimates and quotations are based on the current cost of production and are subject to amendment by us.
Quotations are normally valid for 21 days from date of issue, after which The Company reserves the right to issue a revised quotation, to reflect any fluctuation in costs of materials and labour.
Preliminary Work
Where the Client’s Content requires preliminary work, such as amendment or preparation before the service may be carried out, the Company reserves the right to charge for any such work, to cover the cost of additional materials and time supplied.
Any experimental preliminary work carried out at the request of the Client, regardless of whether it is followed through to project completion or not, is chargeable but costs will be advised before work starts.
Deadlines and Priority Jobs
The Company does not guarantee to fulfil a project by any particular deadline, unless specifically mentioned in the Project Scope or contract.
The Company reserves the right to charge a supplementary fee for any ‘priority job’ which requires a deadline to be met at short notice, where other work or projects may have to be rearranged or postponed in order to meet these deadlines imposed by the Client.
Cancellation Fees
If a Client wishes to terminate the contract at any stage, a cancellation fee will apply and the Client shall forfeit any previous payments. In such an event, the Client shall hold no legal rights to preliminary work produced.
Confidentiality
The Company endeavours to treat all Clients content confidentially, and shall take all reasonable steps to ensure that such information is disclosed only to employees of The Company requiring access to such information to render the services or manufacture the product required by the Client.
Nothing herein shall limit The Company’s right to use or disclose information that: (a) Becomes available to the public without fault of the Company; (b) Is lawfully required by The Company from a third party; (c) Is in the possession of The Company at the time of disclosure by the Client; (d) Is developed by or on behalf of the Company by persons who have not received the Client’s confidential information.
Delivery of Services and Services
Services rendered by the Company shall normally be delivered to the Client in electronic format. Where the Client requests a hard copy, or hard copy proofs, then these, plus any applicable delivery costs, shall be charged to the Client.
Submittal of Content
The Client accepts responsibility for the delivery of content or source materials to, and retrieval from, the Company. The Client is advised to insure fully his content against all risks including loss or damage or any possible consequential loss, as such cover is not provided by The Company. The Company shall take all reasonable care in handling, processing and storing the Client’s content. However, in submitting content to The Company, they accept they do so entirely at their own risk. The Company’s charges are not proportionate to the value of any such content provided by the Client and therefore the Company shall not incur any liability to the Client in event of loss, damage or expense resulting from error, neglect, or omission on the part of The Company.
The Client undertakes to send all content required for the project in a suitable electronic format.
The Client must check and approve all content prior to submittal to the Company, for error, factual or otherwise, consistency, style, legibility, grammar and spelling. While the Company endeavours to check all content for spelling mistakes and typographical errors, the Company cannot be held responsible for the content if this does not form a specific outcome of the Project Brief.
For projects going to print, The Company shall send a final proof of the design to the Client beforehand which the Client must check and approve. After sign-off by the Client, The Company shall not be held responsible for any errors in the final print or production.
Should the Client not have suitable content prior to the start of the project, the Company may propose that the Client upgrade to use one of our copywriting services in order to generate and/or optimise the content for print or web. The Client understands that any such copywriting service is an additional service and shall be charged for separately.
Quality of Work
The Client accepts that the quality of any work completed for the Client is significantly dependent upon: (i) the quality of the Client’s source content; and (ii) the degree of co-operation between the Client and the Company in reaching a suitable and desired outcome. Therefore while the Company endeavours to achieve the highest possible standard of final output for the Client, the output is ultimately subject to the quality of the Client’s content and degree of co-operation with the Company with respect to design/management services rendered, and as such the Company does not guarantee to produce any particular standard.
In cases where the Company’s services require access to the Client’s intellectual property, such as software, website, or code – the Client must take steps to ensure security restrictions, backups and/or fail safes are in place to mitigate data loss, breach of security or functionality caused by the Company’s unintentional error or mistakes. The Company accepts no responsibility for any consequential claims for error or unintentional damage.
Copyright and Licence Permissions
Contracts are accepted on the express condition that the Client has obtained the appropriate copyright and licence permissions from the copyright/licence holder to use any content which is sent to the Company as part of the services provided to the Client.
The Client shall indemnify The Company against any loss, damage, costs or expenses suffered or incurred by the Company as a result of any claim for infringement of copyright law or defamation in respect of any of the Client’s content. Where copyright licence permissions are procured by the Company on behalf of the Client from a third party copyright holder in order to render services for the Client (for example, in the use of stock photography), both the Company and the Client shall be bound by the licence permissions terms of the third party, and the copyright will remain with the holder under their terms.
Inappropriate Content
The Client shall ensure that any source material or content to be included in a design project with the intention of publishing it to print or web format does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
The Client shall indemnify The Company against all damages, losses and expenses arising as a result of any action or claim that the Client’s content constitutes Inappropriate Content.
Creative and Usage Rights
The Company retains certain rights to all of our design work. The Client shall hold the ownership rights to the final design once approved and all payment settled.
The Company maintains the ownership rights to marketing concepts and creative ideas generated as part of the project.
The Client shall not hold any right to the use of these ideas, except as specified in the project scope and/or agreement between the Client and The Company at the outset.
The Client authorises the use by The Company of a small logo and web address on print pieces, web sites and emails for the purpose of identifying the designer.
Retention of Title
Title to all work shall remain vested in The Company until all debts due to The Company by the Client have been discharged in full. The title to all work shall remain vested The Company while any unpaid debts, disputed or otherwise, remain outstanding. In the case of disputed debts, they shall be deemed to be outstanding until extra judicial agreement or the issue of a court judgment to the contrary.
Where Services or services have been delivered to the Client, as long as the title remains vested in The Company, The Company shall have the right to recover any such Services or services at any time. The Client undertakes that it will exercise its best endeavours to cooperate with the exercise of The Company’s said right to reclaim and recover its Services and services.
Force Majeure
The Company will not be responsible for failure to fulfil its obligations under any contract if such failures are caused by circumstances beyond reasonable control of The Company, or any of its suppliers or contractors. Such circumstances include (but are not limited to): acts of God, unavailability of materials, equipment failures, strikes, industrial disputes or other labour disturbances.
General
If the Client is more than one person, their obligations shall be joint and several. Any notice from The Company shall be in writing and sent to the principal place of business of the Client or party concerned or other such address as notified for the purpose. It shall be the responsibility of the Client to inform The Company of any change of address or contact details in a timely manner. These terms are part of the legal agreement between The Company Limited and the Client and form part of the contract.
These terms are governed by English law. Claims against The Company Limited shall be brought solely in the English Courts. Claims against the Client may be brought in the English Courts or those of any territory where the Client may be resident at the time. These terms shall not be modified, qualified or nullified in any way unless specifically and expressly agreed by The Company in writing when accepting a contract. Each of these paragraphs and sub-paragraphs in these terms are separate from each other. If we are unable to enforce any one paragraph or sub-paragraph in these terms, then our right to enforce any other paragraph or sub-paragraph will not be affected.