Standard Terms and Conditions

1. DEFINITIONS

In the Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Excluded Property” means:

1. All intellectual property owned by us before the start of our providing services to you: and

2. Any toolbox methods or routines used by us (being program modules that assist a programmer in the development of software or routines that are called upon a program to various functions or that assist a web developer in the provision of certain functionality in web pages).

“The Materials” means all materials provided by us to you under Terms and Conditions;

“The Services” means the services to be provided by us under these Terms and Conditions as agreed by us in writing between you and us;

“We” and “Us” means Pesky Kids Industries Limited T/A Studio Elemental.

“You” and “Your” means the client of Pesky Kids Industries Limited T/A Studio Elemental.

2. CONTRACT TERMS

We agree to provide the services to you on the following terms and conditions. These constitute a contract between us and you and must be read together with any other documents explicitly agreed to be part of this contract (in which case the terms of such other documents shall take precedence over these Terms and Conditions). Any other terms and conditions contained in any other document are excluded unless their inclusion is expressly agreed in writing by the parties.

3. OUR DUTIES

We shall:

1. Provide the Services;

2. Perform the Services with reasonable care and skill and in a professional manner; and

3. Provide you with Materials which will, so far as they do not consist of Excluded Property and do not originate from you or your employees, agents or contractors, be original works of authorship.

4. YOUR DUTIES

You shall:

1. Ensure that your employees and colleagues fully with us in relation to the provision of the Services; and

2. Promptly give us such information and documents as we may reasonably request for the proper performance of our obligations under these Terms and Conditions.

5. CHARGES AND EXPENSES

You shall pay our charges as agreed from time to time. All amounts are exclusive of VAT unless otherwise stated. Our charges are calculated on an hourly rate of £100 for the time spent by us in providing the Services. Unless otherwise agreed, payment shall be made by you to us within 14 days of the date of our invoice. Interest shall be chargeable at 5% above the base rate of the Bank of England on overdue amounts.

A 50% initial deposit is required prior to commencement of all website and / or brand development. We also require written or electronic confirmation of your acceptance of this quote.

6. LIMITATION OF LIABILITY

1. Our business is brand and web design and we cannot be responsible for either the accuracy or the correct working of any website that we create for you. Consequently, we cannot give any warranty about its fitness for purpose. It is your responsibility to check that the materials that we produce are satisfactory for your purpose. We cannot be responsible for any changes required resulting from any alteration to, or the introduction of any new or later versions of third party software.

2. Neither party shall be responsible to the other for any indirect, economic or consequential loss.

7. TERMINATION

Either party shall be entitled to terminate the agreement between us immediately by notice in writing to the other party if:

The other party commits any serious or persistent breach of any of its obligations and {in the case of a breach capable of being remedied) shall have failed, within 28 days after receiving a written request (containing a warning of the first party’s intention to terminate), to remedy the breach;

or

The winding up or bankruptcy of the other party is started or a receiver is appointed over all or any part of the other party’s assets or the other party makes any voluntary arrangement with its creditors or the other party ceases to do business or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

8. CONFIDENTIAL INFORMATION

We shall not use, divulge or communicate to any person (other than those authorised by you) any confidential information concerning your products, customers, business, accounts, finance or contractual arrangements or other dealings, transactions or affairs which may come to our knowledge in the course of providing the Services.

9. INTELLECTUAL PROPERTY INDEMNITY

You shall indemnify us from all claims, demands, damages, penalties, costs, expenses, or liability in respect of the infringement of any intellectual property rights, or any breach of confidence relating to material provided by you to us in the course of our carrying out the Services.

10. ACKNOWLEDGEMENT

You agree that we shall be entitled to a caption acknowledgement on the front page of any website that we create for you. You also agree that we shall be able to use your name in our marketing material and to reproduce (without any alteration) the pages in your website.

1 1. FORCE MAJEURE

Neither party shall be liable for any breach of this contract caused by matters beyond reasonable control, including, but not limited to, Acts of God, fire, lightening, explosion, war, disorder, flood, industrial disputes (excluding industrial disputes involving its own employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central Government or other authorities.

12. WEBSITE SECURITY

Whilst we take every precaution to ensure your website will not be compromised, we cannot be held responsible in the event your website is compromised by a malicious third-party. In the unlikely event that your website is compromised we reserve the right to charge you at our hourly rate to restore the website to its original form.

13. WEBSITE MAINTENANCE

We offer a full range of maintenance packages for the websites that we build and require a package to be undertaken to ensure the integrity of the website and the server that it is hosted on. As standard our maintenance package will be charged at £199.00 per month – 3 months notice is required for maintenance contract cancelation. The maintenance package covers site backups and plug in updates to ensure the site is secure, but does not cover malware injections or website hacking. All paid plugins will be charged for, at cost, as per use on the website.

14. WEBSITE HOSTING

No guarantees can be made as to the availability or interruption of the web hosting service, and Studio Elemental cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

Studio Elemental reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service should the necessity arise. Website hosting is not included in any website package, and after 30 days, all clients must make their own arrangements or consult with Studio Elemental about their available packages. Failure to do so will result in a website being suspended.

Base hosting packages are charged at £300.00 per year, discounts may apply for the first year of hosting but will revert to the full price on subsequent years. Cloud based hosting packages are quoted separately.

15. WEBSITE PLUG INS

The Client acknowledges that the use of certain WordPress plugins may be necessary for the development and functionality of the website. Any plugins that require payment (“Paid Plugins”) will be charged to the Client at cost. The Client agrees to pay for these Paid Plugins in advance on a yearly basis. Failure to maintain and make timely payments for these Paid Plugins may result in the loss of website functionality and services, for which the Developer shall not be held liable.

16. TIME OF THE ESSENCE

Whilst we make every effort to ensure that projects are completed within a timely manner, timing and completion of the project will not be of the essence.

17. LEGACY BROWSERS (Unsupportive of CSS3/HTML5)

We no longer support development of websites to render correctly in Legacy browsers including but not limited to: Internet Explorer Version 8 and below. If you require the website to render correctly in legacy browsers, you must specify upon review of our quote and we will revise the quote as necessary. Please note that Studio Elemental charge a minimum of 10 hours for websites to render correctly in IE7 and 8, and them are some cases where new technologies will not be compatible with obselete or non supported browsers.

18. DESIGN FOR PRINT

Studio Elemental provides file formats in pdf, doc, tiff, and jpeg formats. If the original file is requested by the client from Studio Elemental, this will carry a charge to provide original working files, graphics and required fonts for editing.

Studio Elemental has the right to display all design works carried out on Studio Elemental unless otherwise requested by the client.

Studio Elemental retains the rights to the original design file formats for all work completed.  If the clients requests these files then a charge will be made for the collection and sending of the aforementiond files chargable at our standard hourly rate.

19. RUSH RATES

To better manage our work flow, we have a rush charge policy. Charges on rush jobs will be 150% of our regular rates. A rush job is defined as: A project needing to be started in less than 48 business hours OR worked on outside of these hours. Business hours are from 9:00 AM until 5:30 PM Monday through Friday.

We have a very clear understanding of the need to turn jobs around quickly. But this does mean that we have to stop all other client work to accommodate yours.

When you order a job that is a rush, please specify the time it is needed. We will confirm our ability to meet the schedule and verify that rush charges apply. If you order a job ASAP, we will produce it as soon as the schedule allows. Sometimes these jobs will be produced in less than 24 hours. This is not a guarantee and will incur rush charges.

We anticipate that only a small number of jobs will actually fall under our rush charge category.

20. HOSTING / PPC MANAGEMENT / SOCIAL MEDIA MANAGEMENT / INBOUND & BLOGGING PROVISION

Full terms and conditions are available upon request

The Client shall have the right, by giving not less than 3 full calendar months written notice to the Service Provider to upgrade, downgrade or request alteration to the services provided and the Service Provider shall have the right, by giving not less than 1 months written notice to the Client to adjust the level of Fees due in relation to the Services provided.

Either Party may terminate this Agreement by giving to the other not less than 3 months written notice, at any time.

Next Stage

1. A 50% deposit for all services (excluding hosting) must be paid in advance.

2. Upon completion of each stage of the web design process (excluding hosting), and brand process the balance payment must be be paid in full.

3. Hosting services must be paid in advance.

By paying the initial 50% deposit, you agree to the the Terms & Conditions as set out in this document.

This quote expires 14 days from when this document is dated.