Traffic Design Consultants Ltd trading as: Traffic Design Consultants / Traffic (the Company or TDC)
1. These conditions apply to all goods and services supplied by Traffic Design Consultants Ltd trading as: Traffic Design / Traffic. The prices charged by this company have been calculated to take account of the obligations imposed by these conditions.
2. The following conditions apply to all services supplied by Traffic Design Consultants Ltd trading as: Traffic Design / Traffic. (‘The Agency’).
2.1 All work will be supplied as specified and agreed with the Client. For accounts which fall below the Agency’s minimum requirements as specified from time to time or for accounts which in the opinion of the Agency required an unusual amount of extra servicing, the Agency reserves the right to increase its fees in accordance with the work done by the Agency.
2.2 The Agency will aim to provide Clients with a guide to external costs involved (e.g. web hosting/photography requests) in the quote, but reserves the right to pass on any changes in external costs to the Client.
2.3 The Agency will reserve the right to terminate any contract forthwith.
2.3.1 Where an invoice remains unpaid by the client for a period of one month after the date when the payment becomes due and the Agency shall be entitled upon termination to cancel any contracts arranged by it between the Agency and the Clients.
3. Unless otherwise agreed in writing, the Agency reserves the copyright or like rights in any publication, illustration, slogan, concept, promotional data, plan, drawing, material or other data supplied to the Client.
3.1 Traffic Design Consultants shall not without the prior written consent of the Client use or adopt their logo and/or the client trading name or take any action that in anyway may cause damage to the clients reputation or commercial standing.
4. The Agency may sub-contract any parts of the work or services to be provided, but shall remain liable to the Client for the proper performance or its obligations.
5. All quotations, tenders, estimates are based on current prices and are subject to amendment on or after acceptance to meet any rise or fall in the price of materials, components, external hosting and other items.
5.1 The Agency reserves the right to submit interim accounts from time to time where work is on-going in nature.
5.2 The Agency reserves the right to request a payment of 25% of the final cost of project to cover external costs and initial design work as stated in the quote. The Agency reserves the right to await payment before embarking on any work.
6. All work carried out by the Agency will remain the property of the Agency until full payment has been received.
6.1 On any payment from the Client to the Agency becoming overdue, the Agency may at anytime (and without prejudice to any of its other rights) recover or resell the goods supplied including removing a website from the server.
7. Except and to the extent otherwise stipulated in the relevant quotation or order, payment for goods and services shall be due on the terms stated on the invoice to the Client. The Agency reserves the right to charge interest at the rate of 6% above the Lloyds TSB Minimum Lending Rate for the time being, on overdue accounts from the date which they become due until the date of payment.
7.1 Any outstanding balance of the purchase price shall become due immediately on the commencement of any action or proceedings concerning the Client’s solvency.
8. Unless otherwise agreed or stated in the Agency’s quotation, risk in respect of goods shall pass to the Client when the goods are dispatched from the Agency’s premises.
9(a) The Agency will rectify any defect provided that:
(i) the client notifies the Agency of any claim within 30days of delivery of job.
(ii) the Agency is allowed a reasonable opportunity to inspect materials so as to confirm that it is defective.
(iii) the goods have not been modified, mis-handled or mis-used.
10. The Agency shall not be required to display any matter which in its opinion which is or maybe of illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
10.1 The Client acknowledges that any work prepared by the Agency is on the basis of information supplied by the Client. Accordingly, the Client will indemnify the Agency against:
(a) any claims, cost and expenses arising out of any illegal or libellous or otherwise actionable matter or any infringement of copyright patent design or of any proprietary rights. The indemnity shall extend to any amounts paid on the advice of the Agency’s solicitors in settlement of any claims.
(b) any legal costs incurred by the Agency in connection with any proceedings brought against it in the Trade Description Act 1968 in which either of the statutory defences are proved.
11(a) In these Conditions of Sale: ‘Consent’ means consent in writing. ‘The Agency’ includes the servants, employees, carriers and subcontractors of the Agency. ‘Order’ means an order that has been accepted by the Agency.
12. These conditions are to be construed and operated in accordance with Scottish Law and any dispute arising under them or any order shall be settled in the Courts of Scotland.
13. All project work, retainer work, fee-paid or free client work produced by Traffic Design Consultants remains the Intellectual Property of Traffic Design Consultants and is therefore owned by Traffic Design Consultants unless the transfer of IP is agreed in writing at the beginning of a project or agreed during a project phase.
13.1 Transfer of IP ownership can be quoted on request and is never quoted as a matter of course. Certain aspects (such as illustrations and photographic images etc) provided by third-parties to Traffic Design Consultants for the purposes of final client delivery are subject to shared IP, owned jointly between the supplier and Traffic Design Consultants, with all copyrights recognised. The client can also ‘share’ in IP though Intellectual Property Rights.
13.2 All client work is subject to Intellectual Property Rights, given by Traffic Design Consultants to the client. The term “Intellectual Property Rights” means, copyrights, database rights, rights in logos, content, inventions, trade secrets and know-how, patents, all rights of whatever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar to any of the above, in every case in any part of the world and whether or not registered; and including all granted or pending registrations, and all rights to make applications for registration in respect of any of the same. Essentially, this means that a license to use any or all of these elements within the context of normal client business are allowed and conferred to the client as part of the commission of and production of client work and assets. This same license is also extended to agencies of the client, whether present or future, who might, in the course of normal client business and support, need to utilize any or all of the assets where IP is owned by Traffic Design Consultants.
13.3 All Intellectual Property Rights in the Content and design of websites and any material emailed to the client or otherwise supplied to the client in conjunction with online projects are the property of Traffic Design Consultants. You may not use or reproduce any Traffic Design Consultants Intellectual Property, including any trademarks, registered or unregistered for any reason without written permission from Traffic Design Consultants or without Intellectual Property Rights being granted.
13.4 Any materials supplied by the Client for incorporation on the website or any other materials added by the Client to the contents of the website and the Intellectual Property Rights therein shall remain the property of the Client.
13.5 The software & code, which operates websites, designed and developed by Traffic Design Consultants, is proprietary software & code and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software & code without Intellectual Property Rights being granted.
13.6 In the event of liquidation, closure or disbanding of a company where its logo, logotype, branding or Marque was solely created by Traffic Design Consultants, The logo, in full or in part, will revert back to the Intellectual copyright and ownership of Traffic Design Consultants. A Company may not liquidate and relaunch using the same logo of the liquidated company without the written permission of Traffic Design Consultants.
14. Following completion of any pre-defined phase or project, the Client will be required to check, approve and sign-off (by email) any work prior to final production.
14.1 Any discrepancies, (and) or mistakes identified after a successful sign-off are accepted as the responsibility of the Client.
15. The Agency are equipped to manage and administer domain names and their relevant settings.
15.1 The Agency use Fasthosts and similar companies as a supplier and control panel with which to make said settings. To administer a Client domain name, the name must be contained within, or transferred to our specific account. Ownership of the domain name remains with the Client.
15.2 We will make settings to a Client domain name outside of the Agency account only when provided with username and password details; and any changes to such settings are done entirely at the Clients risk.
15.3 Where the Agency will endeavour to rectify any discrepancies in online source code caused by their own actions, any changes made by the Client to their website which require resolution by the Agency, will be charged at the Agency’s full and current hourly rate.