Client Terms & Conditions
All services provided by Trait Media Ltd to the Customer are subject to the following terms and conditions:
Acceptance
A copy of these terms and conditions must be signed by all clients wishing to undertake work carried out by Trait Media Ltd, indicating agreement to and acceptance of these Terms and Conditions. An email or verbal agreement of any quotation is also agreement to our Terms and Conditions, and once our non-refundable deposit is paid no actual signature is required for the Terms and Conditions to apply.
Copyright
The Client retains the copyright to data, files, photos and graphic logos provided by the Client, and grants Trait Media Ltd the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Trait Media Ltd permission and rights for use of the same and agrees to indemnify and hold harmless Trait Media Ltd from any and all claims resulting from the Client ‘s negligence or inability to obtain proper copyright permissions. The agreement of undertaking the contract shall be regarded as a guarantee by the Client to Trait Media Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The client agrees that the design provided is for the quoted and agreed usage. Any further use of the design must be agreed in writing by Trait Media Ltd and may incur additional costs or royalty payments. Copyright of all design work originated by Trait Media Ltd, remains with Trait Media Ltd, until full payment for the contract has been made.
Standard Delivery of Assets
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files, Word documents delivered on CD or via e-mail) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Trait Media Ltd to return to the Client any images or printed material provided for use in creation of the Client ‘s design, such return cannot be guaranteed.
It is our strong recommendation that you use professional copywriters, photographers, printers and whoever else that needs to be involved within the project. We are happy to recommend suitable professionals to you. While we will provide you with guide costs for these professionals, it is your responsibility to agree costs and terms of engagement with them. Please note that these professional costs are not part of our costs and charges to you unless otherwise stated in writing and therefore it is your responsibility to settle payments direct with them.
Stock Imagery & Video
If the design requires additional images that must be sourced by Trait Media Ltd a charge will be made, agreed before in the project quotation or during the project if it is needed, before committing you to purchasing them. Where stock photography / video and/or library images are used as part of the project, unless specifically agreed in writing by yourselves, the stock photography and library image costs will be charged to you as an additional cost.
Design Credits
A design credit for Trait Media Ltd may appear in either small type or by a small graphic at the bottom or within the project, of the Client’s design, unless otherwise agreed. If a logo or written credit is used, it will be designed to fit in with the overall design. For websites, a link to Trait Media Ltd will appear in either small type or by a small graphic at the bottom of the client’s website. If a client requests that the credit be removed, a nominal fee of £100 will be applied.
Printing
Once artwork has been agreed by the client, this is confirmation of all spelling, grammar, design elements, colours, picture quality etc when going to print. Please understand that all output and finished printed products will not look the same as on screen and that it is up to the client to arrange any printed proofs and confirm these with us if required before hand. Final quality and colours are down to the paper used and may vary on coated and un-coated stock. Any problems with final quality of print is between the client and the printer, we only recommend printers and arrange print from previous work done.
File Property
The original design file is the property of Trait Media Ltd only, we do not provide original source files for the client to either amend themselves or provide to a third party to change or develop in any kind unless otherwise agreed in writing prior to commencement of work. In terms of print, a final PDF outlined file for printers to use is provided, beyond this no original design type of any kind will be provided to the client unless this is part of the contract or can be agreed by Trait Media Ltd.
Website Client Review
Trait Media Ltd will provide the client with an opportunity to review the design of the website prior to the development stage. Once the design is approved, any additional changes to the design may require an additional charge.
The second review stage will be available to the client once the website is hosted in a testing environment. The second review stage will allow for 2 rounds of amendments. Any further amendments may incur an additional charge.
Upon release of the website the client will be allocated up to 1 hour of additional changes to their website within 1 week of the website going live. Further amendments will incur an additional charge.
Project management and deadlines.
Trait Media Ltd will try to meet any specified milestone and deadline dates provided to and agreed by the client. In the event of a milestone or deadline unable to be met by Trait Media Ltd, we will notify the client within 24 hours of the milestone or deadline date with a rescheduled date and reason for the milestone or deadline not being met. This will not exceed 7 days of the missed date, unless an agreement is made with the client.
For milestones and deadlines to be met by Trait Media Ltd, the client must in return provide information/content where required within allocated time frames agreed with Trait Media Ltd. Failure to provide such information/content within the allocated time frames may result in delayed milestones and deadline dates which Trait Media Ltd will reschedule. The client must approve the rescheduled milestone and deadline dates. If scheduled information/content is not provided on a second occasion by the client, Trait Media Ltd has the right to incur an additional charge of up to 25% of the initial quotation to the client. The additional charge will be required to cover extra admin time as well as increased development time, which may be required to complete the project.
Website Content
Where digital content is required from the client, the following formats are acceptable: Text Content – Word, editable pdf or plain text files Images – JPG Logo – PNG, PDF or JPG
All text content should be provided with relevant page titles and structured to how it will appear on the website.
Trait Media Ltd may edit images where found appropriate to enhance the look of the website. Text may be restructured by Trait Media Ltd to fit in with the design of the website. Trait Media Ltd will not proof read any provided text, and are not responsible for incorrect grammar or spelling.
Browser Compatibility
Trait Media Ltd makes every effort to ensure that websites are developed to be viewed by the majority of visitors. All websites produced by Trait Media Ltd are cross browser tested before they are released to the live server. The following browsers are tested: Firefox (latest version at release date of website) Google Chrome (latest version at release of website) Internet Explorer (versions 9, 10 & 11) Safari (latest version at release of date website) Opera (latest version at release of date website)
The client agrees that Trait Media Ltd cannot guarantee correct functionality across all browsers and operating systems. Once the website is released to the live server, Trait Media Ltd does not accept responsibility for the website if it does not display or function correctly on new browser versions released after the website release date. Trait Media Ltd reserves the right to charge for any additional work involved to fix the website in order for it to display and function correctly on new browser versions.
Device Compatibility
Unless otherwise stated, all websites produced by Trait Media Ltd will be responsive to mobile and tablet devices. Trait Media Ltd ensures that the website will be tested in a browser emulator which replicates different screen sizes in order to make the website responsive. Trait Media Ltd will make every effort to ensure the website displays and functions correctly on the majority of devices, however the client agrees that Trait Media Ltd cannot guarantee that the website will display and functions correctly across all devices.
Website Performance
Trait Media Ltd is not liable for any decrease in website performance, statistics or sales from the result of amendments of existing websites or rebuilds of new websites.
Hosting
Trait Media Ltd provides a hosting service to its clients. The client is responsible for paying a non-refundable annual hosting fee for this service. Trait Media Ltd is not responsible for down time, poor server performance or loss of data caused by the hosting provider. Trait Media Ltd is not responsible for any bugs caused by changes by the hosting provider after the acceptance of this contract, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations. Trait Media Ltd will manage the hosting, but has the right to charge the client at an hourly rate in the event of hosting failure in order to re-establish the website to a working state.
Trait Media Ltd does not accept any responsibility for website failure with websites hosted with a third party host. The client accepts responsibility, however Trait Media Ltd may offer a service in order to re-establish the website to a working state which would be charged at an hourly rate.
Backups
Trait Media Ltd maintains internal backups of project files. Such backups are not intended as a solution to restore lost or edited files on the live website. The backup files stored internally are unlikely to be up to date with the live project and do not support any content produced by the client. Trait Media Ltd will manage a live backup system, which will run on a monthly basis, unless otherwise stated to the client.
Security
Although Trait Media Ltd makes every effort to provide secure finished product(s), due to the nature of rapidly advancing technology, Trait Media Ltd can in no way guarantee that the finished product(s) will not be subject to security breaches. Trait Media Ltd recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. Trait Media Ltd reserves the right to charge for website updates, which can be requested by the client. Trait Media Ltd is not responsible to check for websites updates, this is solely the responsibility of the client, unless agreed otherwise.
In the event of a website being ‘hacked’, Trait Media Ltd does not accept the responsibility for this security breach. In order to re-establish the website to a working state, Trait Media Ltd may use backed up files and databases, however there is no guarantee that the website will be backed up to its latest working condition. In order to get the website back to working state Trait Media Ltd has the right to charge an hourly rate for this service.
In regards to login details, including usernames and passwords being supplied by the client to Trait Media Ltd, under no circumstances does Trait Media Ltd accept the responsibility for the security of such details. Trait Media Ltd does however guarantee to keep all details completely confidential. The client is responsible to change passwords within 24 hours of them being supplied to Trait Media Ltd.
Access requirements
If the client’s website is to be installed on a third-party server, Trait Media Ltd must be granted temporary read/write access to the client’s storage directories which must be accessible via FTP. Cpanel access may also be required by Trait Media Ltd upon request. Trait Media Ltd does not accept responsibility for any website failure. Before access is granted by the client, a full back up of files and data must be taken by the client. These files and data may become available to Trait Media Ltd upon request to be used if a restore is required.
For social media management and PPC, it is required that the client provide Trait Media Ltd with access to manage and pos on behalf of the client and that access shall be given in a timely fashion. Failure of the client to provide access will be deemed an unreasonable delay on the clients part.
Domain Names
Trait Media Ltd may purchase domain names on behalf of the client. Payment and renewal of those domain names is the responsibility of the client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Trait Media Ltd. The client should keep a record of the due dates for payment to ensure that payment is received in good time.
Payment Terms
Unless otherwise agreed in writing, our payment terms are strictly fourteen days from the date of invoice. The total cost for a project will be indicated within the quotation or estimate to the client. Where a quotation or estimate is not provided, the client will be provided a rates guide. Quotations or estimates provided by Trait Media Ltd will be valid to the client for a period of 30 days. Trait Media Ltd has the right to alter or decline the quotation after the 30 day period has expired.
Unless agreed otherwise, each design project will consist of three stage payments commencing with a non-refundable deposit of 50% with 30% payable on first draft and the balance of 20% being payable on completion of each project or one calendar month from first draft, whichever is sooner.
Unless agreed otherwise, each website project require a minimum non-refundable deposit of deposit of 50% before any work commences. A second payment of 30% is required after the development stage of the project or MVP, with the remaining 20% of the quotation to be paid once the development is released to the live server or one calendar month from MVP, whichever is sooner. Payment for hosting, domain names or any other third party products will be required as and when the service/product is in use.
Unless agreed otherwise, each video or audio production project will require a minimum non-refundable deposit of 50% upfront before any work commences. A second payment of 30% will be payable once the filming/recording has taken place for live work or on first draft for production work. The final 20% being payable on completion of each project or one calendar month from first draft or recording date, whichever is sooner.
Unless otherwise agreed, each SEO project requires a minimum term of 3 months with either payment made in full in advance or payment split over the period of 3 months. We will work hard to achieve top positions based on the package purchased and will endeavour to achieve these positions, no guarantees are offered or implied that these positions will be achieved or maintained, unless we have agreed in writing that guarantees will be offered to you. All set up fees and payments made in advance are non refundable.
Unless otherwise agreed, all Social Media Management and Advertising projects require a minimum term of 3 months, with an upfront setup fee and one month payment for management made in full in advance, or payment split over a period of 3 months. Whilst we have a track record of achieving positive results, Trait Media Ltd does not gurantee an improvement of any kind. Previous success should not be seen as a guarantee for future success. All payments made in advance are non-refundable.
Where a project is being delayed outside of the agreed time scales through no fault of our own, we reserve the right to invoice you and receive payment for the remaining balance of the project.
All payments to Trait Media Ltd are due by bank transfer or cheque. Please make cheques payable to Trait Media Ltd and send to Trait Media Ltd, Bank Street Studio, 25a Bank Street, Newquay, Cornwall, TR7 1DH.
Late Payments
Invoices will be provided by Trait Media Ltd upon completion of the work for Design and any associated services. Invoices are normally sent via email; however, the Client may elect to receive hard copy invoices, this needs to be agreed in writing.
For one off or stage payments, Trait Media Ltd would suggest that these are paid immediately on receipt of the invoice to avoid late payment charges and delays in the work Trait Media Ltd is carrying out for you.
If you have any queries over any aspect of an invoice then this must be raised with Trait Media Ltd immediately on receipt. However, to avoid this being used as a means of delaying payment, the outstanding invoice must be paid by the due date otherwise it will be subject to the late payment charges.
Accounts that remain unpaid fourteen (14) days after the date of the invoice will be subject to a late payment charge. A fixed charge will be due of £50, £150 or £350+ depending on the size of the debt (under £1,000, under £10,000, and higher). Note that the amount will be compounded and will be at the discretion of Trait Media Ltd.
Additional Expenses
The client agrees to reimburse Trait Media Ltd, where additional purchases have been made to supplement the project. This includes fonts, themes, stock images etc.
Default
Accounts unpaid fourteen (14) days after the date of invoice will be considered in default. If the client in default maintains any information or files on Trait Media Ltd web space, Trait Media Ltd has the right to remove all such material from its web space. Trait Media Ltd is not responsible for any loss of data or files incurred due to the removal of the service. Removal of such material does not relieve the client of the obligation to pay any outstanding charges assessed to the client’s account. Cheques returned for insufficient funds will be assessed and a return charge of £50 will be added to any outstanding payments. The client’s account will immediately be in default until full payment is received. Clients with accounts in default agree to pay Trait Media Ltd reasonable expenses, including legal fees and costs for collection by third -party agencies, incurred by Trait Media Ltd in enforcing these project terms.
Termination
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within fourteen (14) days.
Trait Media Ltd reserves the right to terminate any or all of its services to the client without explanation at any time. Where possible, termination of any or all services will be accompanied by one month’s notice. Upon Termination of the contract, refunds will not be given for any unexpired periods of service contracts, services or facilities.
Liability
The client must contact Trait Media Ltd concerning details of an invoice within 7 days of the date of the invoice. Trait Media Ltd’s liability to the client or any other party for the loss including theft, or destruction or damage to any materials provided by the client which are deposited with Trait Media Ltd for whatever reason;-
Trait Media Ltd are not be liable for the cost of reshooting or reprinting the material contained on the material and;
Trait Media Ltd will not be liable for any loss or damage to the client or any other party including loss of income and it is the client’s responsibility to insure against such loss and damage;
Trait Media Ltd will not be liable for failing to complete any contract between Trait Media Ltd and the client due to circumstances beyond Trait Media Ltd’s control, including loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism.
Trait Media Ltd hereby excludes itself, its Employees and or Agents from all and any liability from:
Loss or damage caused by any inaccuracy; Loss or damage caused by omission; Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site; • Loss or damage to clients’ artwork/photos, supplied for the site. Irrelevant whether the loss or damage results from negligence, or otherwise.
The entire liability of Trait Media Ltd to the client in respect of any claim whatsoever or breach of this agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this agreement in respect of which the breach has arisen. Severability In the event any one or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this agreement shall be unimpaired and the agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.
Governing Law
This Agreement shall be governed by English Law.
General
These Terms and Conditions supersede all previous representations, understandings or agreements. The Customer’s signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions.
Conditions
If you wish to vary the terms of this agreement, this must be in writing and our acceptance of any variation must be evidenced in writing. Verbal evidence will not be acceptable. If we cannot reach agreement on any variations you wish to make, we reserve the right to withdraw our services without notice, at which time the terms of this document will remain binding.
If any term or condition appears unreasonable this is not our intention. We have a large client portfolio that has been built up by our respecting our clients and providing good quality customer care and support. We are always striving to improve our services and your feedback will always be welcome.
Privacy Policy
Please note that your details will not be passed on to any third parties and will only be used by the Trait Media Ltd team to contact you regarding your particular enquiry. For full details please read our privacy policy
Website Terms and Conditions
Introduction
These terms of use govern your use of our website; by using our website, you agree to these terms of use in full. If you disagree with these terms of use or any part of these terms of use, you must not use our website.
Our website uses cookies. By using our website and agreeing to these terms of use, you consent to our use of cookies in accordance with the terms of our privacy policy.
Licence to use website
Unless otherwise stated, we or our licensor’s own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You may view, download for caching purposes only, and print pages [or [other content]] from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms of use.
You must not:
(a) republish material from this website (including republication on another website);
(b) sell, rent or sub-license material from the website;
(c) show any material from the website in public;
[(d) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;]
[(e) edit or otherwise modify any material on the website; or]
[(f) redistribute material from this website [except for content specifically and expressly made available for redistribution [(such as our newsletter)].]
[Where content is specifically made available for redistribution, it may only be redistributed [within your organisation].]
Acceptable use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
[You must not use our website to transmit or send unsolicited commercial communications.]
[You must not use our website for any purposes related to marketing without our express written consent.]
Restricted access
Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If [we provide you with / you generate] a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that the password is kept confidential.
You must notify us in writing immediately if you become aware of any unauthorised use of your account or password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure.
You must not use any other person’s user ID and password to access our website[, unless you have that person’s express permission to do so.
We may disable your user ID and password at any time in our sole discretion with or without notice or explanation.
User content
In these terms of use, “your content” means material (including, without limitation, text, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your content in any existing or future media. You also grant to us the right to sub-license these rights and the right to bring an action for infringement of these rights.
You warrant and represent that your content will comply with these terms of use.
Your content must not be illegal or unlawful, must not infringe any third party’s legal rights and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
You must not submit any content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.
Notwithstanding our rights under these terms of use in relation to your content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.
Limited warranties
We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
Limitations and exclusions of liability
Nothing in these terms of use will: (a) limit or exclude our or your liability for death or personal injury resulting from negligence; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; (c) limit any of our or your liabilities in any way that is not permitted under applicable law; or (d) exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in these terms of use: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under these terms of use or in relation to the subject matter of these terms of use, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
Indemnity
You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use[, or arising out of any claim that you have breached any provision of these terms of use].
Breaches of these terms of use
Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
Variation
We may revise these terms of use from time to time. Revised terms of use will apply to the use of our website from the date of publication of the revised terms of use on our website.
Assignment
We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use without notifying you or obtaining your consent.
You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.
Severability
If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Exclusion of third party rights
These terms of use are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms of use is not subject to the consent of any third party.
Entire agreement
Subject to the first paragraph of “Limitations and exclusions of Liability”, these terms of use[, together with our privacy policy,] constitute the entire agreement between you and us in relation to your use of our website and supersede all previous agreements in respect of your use of our website.
Law and jurisdiction
These terms of use will be governed by and construed in accordance with English law, and any disputes relating to these terms of use will be subject to the exclusive jurisdiction of the courts of England and Wales.
Contact details
Name: Mr Tim Lord.
Address: Trait Media Ltd, Bank Street Studio, 25a Bank Street, Newquay, Cornwall, TR7 1DH
Contact via email info@traitmedia.co.uk
