Terms & Conditions
The following terms and conditions refer to Digimid (“The Agency”) and its relationship with its clients and potential clients.
General Terms & Conditions of Business
Quotes & Prices
- All quotes/estimates are valid for 30 days from the date of submission.
- Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
- Unless otherwise stated, photography, stock images, delivery, copywriting will be charged extra.
- If the contract or hourly price has not been fixed for the term of a contract, an agreed hourly rate in $ will apply.
- The Agency reserves the right to alter the hourly rate at any time as business needs dictate.
- Quotes/estimates are based on the Agency’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
- Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.
- Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop tiffs (300dpi min) for pictures. Any logos that need to be re-drawn will be charged extra at our hourly rate. All supplied images requiring scanning or alterations to be charged. Images sourced from external image libraries may incur additional license/royalty charges payable by the Client.
Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.
When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.
The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of a third party.
Invoices & Payment
- Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance.
- We understand and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 2003 amended by European Directive 2000/35/EC if we are not paid according to these terms.
- All work remains copyrighted to the Agency until settlement of relevant fee account.
- All invoices are subject to US VAT at the current rate, unless a valid exemption certificate is provided.
- All payments must be in US Dollar.
- All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.
- If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
- The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise.
When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
The Agency requires payment in advance, a deposit of at least 50% of the quote/estimate total prior to instigating work on an order. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them.
If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.
In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
Information Provided by You
- You warrant that the name, address and payment information provided when you place your order with the Agency will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.
- You agree that the Agency may disclose your name and address where any enquiries are made.
- You warrant that you possess the legal right and ability to enter into this Agreement and to use the Agency’s services in accordance with this Agreement.
You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defense of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.
Limitation of Liability
All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.9.2.
In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising.
In no event shall the Agency be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any services supplied by a third party i.e. Paid plugins, apps, pre-made themes, the Agency does not give any warranty, guarantee or other term as to their quality, eligibility for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the services to the Agency.
These conditions and all other express terms of the services shall be governed and constructed in accordance with the laws of State of Ohio and you hereby submit to the non-exclusive jurisdiction of the Local courts.
The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by you.
The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
Service Level Agreements
The hours provided in Service Level Agreements (SLA) can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.
Once an account handler at the Agency has been given a job brief as part of the SLA, should the work take longer than 30 minutes, we will endeavor to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.
All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.
Once a Client approaches the final two hours of their SLA allowance, the Agency will endeavor to notify them automatically via email, providing the opportunity to purchase another SLA.
Any hours that have not been used within the initial 12 months after purchase will roll over to the following year, up to a maximum of 24 months. However, although the Agency reserves the right to increase the hourly rate as business needs dictate, the hours in an SLA will be honored at the original rate at which they were purchased for one year, after which time, any roll-over hours will be applied to subsequent years at the new hourly rate.
Digital Media Terms & Conditions
The Agency can only program sites to be as secure as reasonably possible at the time of delivery and cannot offer indemnity against future threats/developments.
Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of Agreed hourly rate.
The Agency develops websites for compatibility with the current version of search engines/browsers: not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.
The ownership of the web pages and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text, graphics and code specific to the Client.
The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
All images uploaded to websites by the Client (via CMS, FTP or other) should be optimized (compressed file size). The Agency can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.
When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
The Agency can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as The Agency accepts no responsibility for their accuracy, relevance or currency.
Website Hosting and Email Terms & Conditions
The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
Below is a summary of the main points covered in these terms:
- Whilst we and our suppliers will always endeavor to give you the best possible level of service, we cannot guarantee 100% availability of service.
- The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.
- Your service will be removed if you fail to pay in time or misuse the service.
- The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
- Any work undertaken by the Agency at the request of the Client will be charged at our agreed hourly rate, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
Website & Email Content & Use
We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorized to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorization under all relevant legislation including the Financial Services Acts).
You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.
Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.
We provide client support via emails/Skype chat in written form. We use a Project Management tool in-house to handle all project communication. Once you sign up with us, written communication via Project Management tool becomes the preferred channel of communication in order to make sure you get 100% quality work as per your expectations and information is not missed. We can also meet over Phone/Skype text chat to discuss your project.
Sales Inquiries: 1:00AM – 6:00 PM US EST
Production: 1:00 AM – 3:00 PM US EST
Email/Skype Chat Support: 1:00AM – 6:00 PM US EST
For custom requirements, please contact us via the Estimation Form and we will get back to you within 1 business day.
Digimid provides 30 days of support for fixes after work is completed and approved. All fixes request after 30 days of completion will be charged extra. We provide continuous support for updates and new requests are charged as per hourly rate.
Our turnarounds are usually very quick but we like to see the project requirements first to share the timelines. Once we announce an estimated timeline for a project, we request our clients to respond within 24 hours when feedback is expected to enable us to meet deadlines. If the project is divided into phases and one phase gets delayed for any reason, the other phases would take their expected time and the project estimated timeline would be revised.
We offer a refund if we fail to deliver your project.
We provide 1 free month of technical support for fixes.
110 Boggs lane, Suite 289 Cincinnati, OH 45246 USA