TERMS AND CONDITIONS

The definitions and rules of interpretation in this clause apply in these terms and conditions. Redback Design: Redback Design Limited of The Barn, Newton Road, Little Shelford, Cambridge, Cambridgeshire, CB22 5HL

Contract: Any proposal or quote provided by Redback Design to the client, together with these terms & conditions which shall be deemed to form part of such contract.

Client: The person, firm or company who purchases graphic design services from Redback Design.

Client's Equipment: Any equipment, systems, or facilities provided by the client and used directly or indirectly in the supply of the services.

Deliverables: All documents, products and materials developed by Redback Design in relation to the project or the service in any form, including any computer programs or data and any other deliverables specified in the proposal.

Document: Includes, in addition to any document in writing, any artwork, drawing, map, plan, specification, diagram, design, photography, picture or other image, report, tape, disk or other device or record embodying information in any form.

Client Materials: All documents, information and materials provided by the client relating to the services.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Pre-existing Materials: All documents, information and materials provided by Redback Design relating to the services which existed prior to the commencement of the contract including computer programs and data.

Project: Any project for the provision of services and which is described in a proposal.

Proposal: Any proposal or quotation provided by Redback Design to the client and which is agreed between the parties.

Services: Such as marketing/ design/ consultancy/ photography/ PR services, or any other services (such as web hosting) which the parties agree that Redback Design shall provide to the client.

Third Party Costs: The cost of all services and products acquired by Redback Design from the third parties in connection with the provision of the services, including print, mailshots, venue hire, postage, couriers, website hosting services, advertising, data sourcing, image sourcing, and the supply of any materials.

Website: Any website designed, created or hosted by Redback Design under the terms of any proposal.

Website Software: Where the contract includes website development, the software for the website commissioned by the client.

Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

These Conditions shall:

• apply to and be incorporated into the contract; and
• prevail over any inconsistent terms or conditions contained, or referred to, in the client's purchase order, confirmation of order, acceptance of a proposal or specification, or implied by law, trade custom, practice or course of dealing.

Any proposal or quotation submitted by Redback Design to the client is valid for a period of 28 days from its date unless otherwise agreed, provided that Redback Design has not previously withdrawn it.

Redback Design shall provide the graphic design services from such date as Redback Design shall specify.

The graphic design services shall continue to be supplied until the project is completed or until the contract is terminated by one of the parties.

Redback Design shall use reasonable endeavours to provide the services, and to deliver the deliverables to the client, in accordance in all material respects with the proposal.

Redback Design shall use reasonable endeavours to meet any performance dates specified in the proposal, but any such dates shall be estimates only and time shall not be of the essence of the contract.

It is the client's responsibility to check and approve in writing any proofs submitted by Redback Design and Redback Design accepts no responsibility or liability for any errors identified once the proofs have been approved. Redback Design shall be entitled to charge for all costs and expenses incurred in making any alterations to proofs once these have been approved.

The Client shall:

• co-operate with Redback Design in all matters relating to the services for the project.
• provide, in a timely manner, such client material and other information as Redback Design may request and ensure that it is accurate in all material respects; and
• inform Redback Design of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the client's premises where Redback Design may be required to attend.

If Redback Design's performance of its obligations under the contract is prevented or delayed by any act or omission of the client, its agents, sub-contractors or employees, Redback Design shall not be liable for any costs, charges or losses sustained or incurred by the client arising directly or indirectly from such prevention or delay, and Redback Design shall be entitled to charge the client as if the services had been performed in full.

The client shall be liable to pay to Redback Design, on demand, all reasonable costs, charges or losses sustained or incurred by Redback Design (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the contract, subject to Redback Design confirming such costs, charges and losses to the client in writing.

The Client shall ensure that the client materials do 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).

If the Services include Website hosting, the client acknowledges that Redback Design has no control over any content placed on the website by visitors to the website and does not purport to monitor the content of the Website. Redback Design reserves the right to remove content from the website where it reasonably suspects such content is inappropriate content. Redback Design shall notify the client promptly if it becomes aware of any allegation that any content on the website may be inappropriate content.

The client shall indemnify Redback Design against all damages, losses and expenses arising as a result of any action or claim that the client materials constitute inappropriate content.

Redback Design may include a statement on the home page of the Website that the Website was designed by Redback Design.

If either party requests a change to the scope or execution of the services, Redback Design shall, within a reasonable time, provide a written estimate to the client of:

• the likely time required to implement the change;
• any variations to Redback Design's charges arising from the change; and
• any other impact of the change on the terms of the contract.

If the client wishes Redback Design to proceed with a change, Redback Design has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges and any other relevant terms of the contract to take account of the change.

Redback Design may charge for its time spent in assessing a request for change from the client at its standard daily/hourly fee rates.

Where the services are provided as a project, the total price for the services shall be the amount set out in the proposal.

Redback Design will charge the client for all third party costs stated in any proposal or as otherwise agreed with the client.

Without prejudice to any other right or remedy that it may have, if the client fails to pay Redback Design on the due date, Redback Design may:

• charge interest on such sum from the due date for payment, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and Redback Design may claim interest under the late payment of commercial debts (Interest) Act 1998; and
• suspend all services until payment has been made in full.

First projects are billed 50% in advance on payment by return, thereafter projects are invoiced on a 30 day account, subject to satisfactory bank and trade references and agreement from Redback Design.

All intellectual property rights in the deliverables (including in the content of any website and the website software), but excluding the client materials, arising in connection with the contract shall be the property of Redback Design, and Redback Design hereby grants the client a non-exclusive licence of such intellectual property rights for the purposes for which the Deliverables are provided. Such licence shall terminate on termination of the contract.

The client shall indemnify Redback Design against all damages, losses and expenses arising as a result of any action or claim that the client materials infringe the intellectual property rights of any third party.

Redback Design shall indemnify the client against all damages, losses and expenses arising as a result of any action or claim that any deliverables infringe any intellectual property rights of a third party, other than infringements referred to in clause 9.2.

The client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, third party suppliers/ contractors or initiatives which are of a confidential nature and have been disclosed to the client by Redback Design, its employees, agents or sub-contractors and any other confidential information concerning Redback Design's business or its services which the client may obtain. The client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the client's obligations to Redback Design, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.

All Documents and materials supplied by Redback Design to the client (including pre-existing materials) shall, at all times, be and remain, as between Redback Design and the client, the exclusive property of Redback Design, but shall be held by the client in safe custody at its own risk and maintained and kept in good condition by the client until returned to Redback Design, and shall not be disposed of or used other than in accordance with Redback Design's written instructions or authorisation.

This clause 10 shall survive termination of the contract, however arising.

The client acknowledges and agrees that details of the client's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Redback Design in connection with the services.

Where the services include website hosting, Redback Design warrants that, to the extent it processes any personal data on behalf of the client:

• it shall act only on instructions from the client; and
• it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

In this clause 11, personal data has the meaning given in the Data Protection Act 1998.