These Terms & Conditions set out the basis under which we do business and are designed to offer both parties protection in the unlikely event of a dispute. Clients should note that, by instructing Art Division Ltd. to act for them, they accept these Terms and Conditions in full and without variation.
1 Estimates and Charges
1.1 Estimates and quotations are based on information supplied by the Client, the anticipated size and complexity of the work and current design and production costs. Unless otherwise agreed in advance, our charges are subject to reasonable variation to reflect changes in any of these factors.
1.2 Charges for Packaged Design services are subject to variation without notice and the current pricing should be confirmed before placing an order. Any of the services we offer may be withdrawn at any time without notice. The features included in our Packaged Design services are subject to revision and / or withdrawal at any time without notice and current features should be confirmed before placing an order.
1.3 We will give the Client a fixed price for agreed artwork (if required) at the outset so there will be no unexpected charges later.
1.4 Art Division Ltd. is VAT registered, so VAT is payable in addition to any charges stated.
1.5 All preliminary, experimental or additional work carried out by agreement or at the Client’s express request will be charged for at the usual rate for the job according to our current pricing.
1.6 Content for the site should be given to us as soon as possible, preferably during the design phase. Once the site is complete and content is given, any later change of content will incur an extra charge, calculated on an hourly basis.
1.7 Typing charges will be incurred for any copy not supplied in electronic format (such as e-mail or in Word).
1.8 The initial design work is an idea of what a completed website will look like. However, Clients should bear in mind that its final appearance cannot be guaranteed to be identical to its appearance at the design stage.
1.9 Clients should note that not all Web page design features (such as Forms and JavaScript) will function in all Web browser versions. In addition, Web page content may view differently in different browsers. Additional charges may be incurred for optimising a site for specified browser versions.
1.10 Every site we build is thoroughly tested in the latest versions of the following browsers: Firefox; Chrome & Safari. However, Clients should understand that, despite our best efforts, the appearance of a particular website across these browsers might not always be identical.
2 Proofs
2.1 Proofs will be submitted for Client approval and Art Division Ltd. will not be held liable for any errors or omissions not corrected by the Client in these proofs. Any subsequent Client alterations and consequent additional proofs will be charged at our usual rate.
2.2 Graphic design proofs are submitted in the form of a PDF document sent as an attachment via e-mail. For any graphic design work Clients will receive a visual of their proposed order and be required to provide written confirmation before going to print (if print is desired) that the layout, copy and artwork are correct. If alterations are required, these will be charged for accordingly at our usual rate. The Company will not be held responsible for any errors overlooked by the Client, no matter how prominent.
3 Payment and Delivery
3.1 Work is accepted on the basis of an advance payment, as indicated in your proposal, being received before commencement, unless otherwise agreed in advance. For web design jobs, upon completion, the outstanding balance must be received before the site goes live.
3.2 If work is delayed awaiting action by the Client for a period exceeding 30 days, payment to cover work already carried out will become due immediately.
3.3 Clients on maintenance or marketing agreements are expected to pay a fixed fee agreed in advance by standing order or Direct Debit until the contract is cancelled.
3.4 Art Division is not responsible for loss of data or business incurred by the Client through non-payment of services.
4 Liability
4.1 The limit of liability will be restricted to the cost of the services provided by Art Division Ltd. and no liability will be accepted for consequential losses of any kind. This includes, for Internet-related services, loss of trade owing to temporary malfunction.
4.2 Goods shall be delivered as soon as they are ready and whilst every effort is made to ensure that the Company meets its pre-arranged delivery dates, there are no guarantees as to those dates. Therefore, Art Division Ltd. can accept no responsibility for any costs or losses of income sustained by the Client due to production delays, howsoever caused.
4.3 If a Client delays the working process by not responding or not delivering the content on time, this will subsequently affect the deadline, and Art Division Ltd. will not take responsibility for any such delays so occasioned. Furthermore, no liability will be accepted for delays or failure to complete work owing to acts or omissions of third parties, force majeure and other circumstances beyond the control of Art Division Ltd.
4.4 For Web Design work, owing to the inherent limitations in Internet technologies, Art Division Ltd. cannot guarantee accuracy in colour reproduction, page formatting or the universal availability of website design functions.
4.5 If a site is set up for e-commerce, we need at least a week for testing with the payment process in place (Barclays, Secure Trading, Worldpay, Paypal, etc.)
4.6 During an online payment process, we can try to predict what a user may do, but Art Division Ltd. can take no responsibility for lost transactions due to actions we cannot control, such as a user closing their browser before being redirected to a confirmation page, or through malicious use.
4.7 Art Division Ltd. is not responsible for registration or management of any external services, such as Paypal, Worldpay, other hosting companies, or domain names registrants.
4.8 If a Client chooses Paypal, Worldpay or any other online payment process, it is their responsibility to learn how that process works. Art Division Ltd. can only recommend services with which we have worked and have experience.
4.9 Art Division Ltd. cannot assume responsibility for the performance of sites that are not hosted with us. Art Division uses 3rd party hosting suppliers and, in the event of a problem with any site hosted on our servers, would do anything possible to rectify any such problem, although we cannot take any responsibility for the speed of response or quality of work by those 3rd parties.
4.10 Art Division Ltd. is not responsible for domain names that were not bought or hosted by us.
4.11 Art Division Ltd. is not responsible for any DNS changes not carried out by us.
4.12 Clients should note that DNS changes usually take around 48 hours to fully propagate. During this time any web site might not be available for viewing. Clients should be aware that during this period there may be some e-mail downtime as well.
4.13 In cases where the hosting of an existing web site is transferred to Art Division Ltd., Clients are advised to provide us with their desired e-mail addresses so we can avoid any e-mail downtime.
4.14 Despite our best efforts SEO (Search Engine Optimisation) does not guarantee improvement in ranking. We follow guidelines proposed by the most popular search engines (Google, Bing, etc). Improvement usually happens gradually over a long period of time, hence we recommend that the optimisation campaign should be carried out over at least 6 months.
4.15 Clients should note that the purchase of a content management system (CMS) does not include future upgrades to the system. This is only available through a maintenance contract, which can be made available at an additional monthly / yearly charge.
4.16 In case of 3rd parties’ interference with the files uploaded on the hosting server (for example hacker’s attacks or other companies commissioned by the client to maintain or update the files) Art Division takes no responsibility of the site going down or not working properly, and to fix any problems caused by these interferences we reserve the right to charge at our hourly rate.
5 Content provided by Clients
5.1 Art Division Ltd. reserves the right to decline the use of low-resolution or poor-quality images. In the interests of maintaining quality and performance on the Web, original high-resolution images should be supplied.
5.2 The Client may give exact and detailed instructions for copy and layout submitted in clear printing or type, or, in the case of layout, explicit draft format, but it must be understood that we will prepare artwork for the Client’s order in accordance with our professional judgment. We cannot be held responsible for errors arising from ambiguities.
5.3 Art Division Ltd. reserves the right to make spelling and grammatical corrections prior to proofing and approval by the Client.
5.4 The Client must ensure that all materials submitted are legal and suitable for publication. This includes careful attention to avoid copyright and trademark infringements.
5.5 Art Division Ltd. will refuse to work with any materials that are, or may be considered to be, illegal, obscene, libellous, inappropriate or otherwise unsuitable for publication.
5.6 Notwithstanding the above, the Client agrees to indemnify Art Division Ltd. against any claims and costs incurred as a result of publishing content for the Client that is, or may be considered to be, illegal, obscene, libellous, inappropriate or otherwise unsuitable for publication or which constitutes, or may be considered to constitute, an infringement of rights.
5.7 Email Marketing Services and Client Databases
Where Art Division Ltd. provides email marketing services on behalf of the Client, including but not limited to the management of mailing lists and the distribution of email campaigns, the Client remains the Data Controller and Art Division Ltd. acts solely as the Data Processor.
The Client warrants that all personal data supplied for use in email marketing activities has been collected lawfully and that the necessary permissions or other lawful basis exist for its intended use.
Art Division Ltd. will use the Client’s database solely for the purpose of delivering the agreed email marketing services. Client data will not be used for Art Division Ltd.’s own marketing purposes, shared with other clients, sold, rented, copied, or reused outside the scope of the agreed services.
Where contact data is supplied for import, the Client will upload the data via a secure file transfer method or another agreed secure process. Access to the uploaded data will be restricted to authorised personnel within the Client’s organisation and authorised members of Art Division Ltd. directly involved in delivering the services.
Art Division Ltd. will only request the minimum information reasonably required to carry out the agreed services, typically including the contact’s first name, email address and any agreed segmentation category.
Prior to importing contact data, Art Division Ltd. may validate the database using reputable third-party email verification services to identify invalid, undeliverable or potentially risky email addresses. Contacts identified as invalid or undeliverable may be excluded from import. Any contacts identified as high-risk or uncertain will only be imported following review and agreement with the Client.
Once the validation and import process has been completed, any uploaded database files will be securely deleted in accordance with Art Division Ltd.’s data retention procedures unless otherwise agreed in writing or required by law.
Where practical, subscriber data will remain stored within the Client’s own approved email marketing platform or website environment and protected by appropriate access controls. Art Division Ltd. will implement reasonable technical and organisational measures to safeguard Client data while it is processed on the Client’s behalf.
6 Materials provided by Clients
6.1 All materials submitted will be at the Client’s risk, both when in transit and while held by Art Division Ltd. Clients are advised to insure their materials against any loss or damage as appropriate.
7 Artwork
7.1 Should artwork be supplied, every care and consideration is taken while the goods are entrusted to the Company, though no responsibility can be accepted by the Company for any damage or loss occasioned to such goods, howsoever caused. Accepted artwork / photographs will be taken as production-ready and will not be altered in any way except on the Client’s written instructions and in that event, no responsibility will be accepted for any errors in them not being corrected by the Client.
8 Hosting
8.1 Misuse of System Resources
The Client is solely responsible for all content on their server space. It is the Client’s responsibility to ensure that the contents of their website comply with all applicable UK laws and EU directives, and that any content hosted within their server space do not infringe upon the intellectual property rights of third parties.
Misuse includes but is not limited to employing applications, scripts, hot-linking, or any files served files that consume excessive CPU time (beyond their allotted server space), network capacity, disk input/output or storage space.
8.2 Fair Usage
We operate a “fair use policy” on our hosting service in order to ensure that all clients have acceptable performance at peak times (business working hours 9am to 6pm). If you are found to be using a disproportionate amount of bandwidth for your services at peak times you may be asked to reduce your usage, or move to an alternative service. Failure to remedy this situation may result in your service being terminated or restricted. As a guideline, if you do not regularly exceed your capped limits you should not consider this a concern.
Art Division may take action to restrict, suspend or terminate the Client’s use of the hosting service for any use in excess of these limits unless:
(a) the Client’s usage is reduced immediately; or
(b) the Client upgrades to a hosting plan appropriate for the usage, or purchases additional capacity
In the event that the Client does not comply with (a) or (b), Art Division shall raise an invoice for the retrospective amount due and issue in the next billing cycle.
9 Cancellation
9.1 Any confirmed order subsequently cancelled for any reason by the Client will be charged at a minimum of 10% of the total quoted cost + VAT. Where the Client cancels any order after receiving a proof a charge will be made for the cost of the proof and work involved up to that point. In the event that the Client cancels any order after production has already started a charge of 50% of the total cost + VAT will be charged and if cancellation takes place once printing is in progress, a charge of 100% of the total cost + VAT is due. None of those charges is refundable.
10 Orders
10.1 The Company shall be entitled to refuse any order which they feel they cannot complete for whatever reason.
11 Claims
11.1 Complaints or claims regarding invoices or quality of work will not be entertained unless lodged by the Client within seven days of the receipt of goods.
12 Insolvency
12.1 In the event that the Client is unable to settle business debts, for whatever reason, Art Division Ltd. reserves the right to cease work on behalf of the Client and charge for work already carried out with immediate effect.
13 Inclusion of Client work in Art Division Ltd. portfolio
13.1 Art Division Ltd. reserves the right to reproduce copies of the Client’s completed work in its portfolio for the purposes of advertising and promotion unless otherwise agreed in writing.
14 Design credit and link to Art Division Ltd. website
14.1 A design credit will be included on all pages of websites that we design. Each credit will be hyperlinked to the Art Division Ltd. website.
15 Revisions to our Terms and Conditions
15.1 We reserve the right to alter our Terms and Conditions at any time without prior notice and Clients should confirm our current Terms and Conditions before placing an order.
16 Complaints Procedure
16.1 If for any reason a Client should feel that the service provided by Art Division Ltd. has not met their expectations, they should write with full details of their complaint to:
The Managing Director, Art Division Ltd., 60 High Street, Wimbledon Village, London, SW19 5EE who will undertake to deal with their complaint quickly and fairly.
16.2 In the event that this does not satisfactorily resolve the matter, the Client will be referred to an Independent Arbitrator who shall be appointed under the Terms of the Arbitration Act 1996 and whose decision shall be final.
17 Law
17.1 Any dispute arising under these Terms & Conditions and any other terms of contract between Art Division Ltd. and the Client shall be governed by and construed in accordance with the laws of England and each of the parties hereto submit themselves to the jurisdiction of the English Courts.
