1. General Terms & Conditions of Business

1.1 Quotes & Prices

• 1.1.1. All quotes/estimates are valid for 30 days from the date of submission.
• 1.1.2. 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.
• 1.1.3. No creative or development work will commence until the Agency has received written approval of the quotation (by post or by email).
• 1.1.4. Unless otherwise stated, photography and stock images are charged extra. Purchased royalty-free stock images from the Agency standard sources (if required) will generally be priced at £50 + VAT per image (dependent on source, image size and quality) to cover sourcing time and image costs.
• 1.1.5. If the contract or hourly price has not been fixed for the term of a contract, the Agency’s average hourly rate of £80 will apply.
• 1.1.6. The Agency reserves the right to alter its rate card or hourly rate at any time as business needs dictate.
• 1.1.7. 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.
• 1.1.8. 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.
• 1.1.9. Any stated timescale is reliant upon the Client providing all required information/copy/images within the time set out at project initiation.

1.2 Methods

• 1.2.1. The Agency works closely with other third-party partners and suppliers, including photographers, illustrators, film makers, creatives, external website developers and coders, and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof. Any outsourced work remains the property/responsibility of the Agency and such services are deemed to be carried out ‘indirectly’ by the Agency.
• 1.2.2. 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.
• 1.2.3. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous 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.
• 1.2.4. 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.
• 1.2.5. 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.
• 1.2.6. 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 libellous nature or an infringement of the proprietary or other rights of a third party.
• 1.2.7. Unless otherwise agreed in writing, work will usually commence within ten working days of deposit receipt. Any anticipated completion date provided by the Agency is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. The Agency will always do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements put forward by or agreed to by the client, may potentially result in delays. Time lines provided are estimated but the Agency will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third-party issues or force majeure.
• 1.2.8. Fees provided allow for occasional meetings at key stages for a ‘reasonable’ length of time between the Agency and Client. Some meetings may incur additional charges for time spent, although the Client would be made aware of this in advance.

1.3 Finance, Payment and Invoicing

• 1.3.1. Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. 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.

  In accordance with the European Union directive on late payment, invoices not settled within 30 days will be subject to interest at 8 per cent over the Bank of England dealing rate, plus compensation: £40 on debts under £1000 – and £70 on debts under £10,000. Clients with accounts in default agree to pay the Agency reasonable expenses, including legal fees and costs for collection by a third-party agency, incurred by the Agency in enforcing these Terms and Conditions.

  If the Client in default maintains any information or files on the Agency’s webspace, the Agency, at its discretion, could remove all such material from its Webspace. The Agency is not responsible for any loss of data 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.

• 1.3.2. All work remains copyrighted to the Agency until settlement of relevant fee account.
• 1.3.3. All invoices are subject to UK VAT unless the Client’s is based outside of the UK
• 1.3.4. All payments must be in UK Pounds Sterling, Euro or US Dollar.
• 1.3.5. 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.
• 1.3.6. If at any point during a project the Client wishes to cancel the project, they may do so but will be invoiced an amount that the Agency judges to be proportional to the amount of work completed on the commission and further compensatory charges for booked time or other supply costs accruing.
• 1.3.7. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
• 1.3.8. If the Clients payment is returned by the bank as unpaid for any reason, the Client will be liable for a charge of £50 for each occurrence.
• 1.3.9. Where client wishes to make pre-payment to Purechannels for ongoing services, Purechannels will retain payment for use against services specified in project proposal. Where client subsequently changes or cancels project, or wishes to use budget for something other than specified in the proposal, Purechannels reserve the right to refuse. Should Client require any pre-payment to be repaid to them in light of project cancellation or change, Purechannels will subtract amounts equalling any costs incurred to date or 30% of the initial pre-paid fee, whichever the higher amount.

1.4 Proofing

• 1.4.1. Proofs, 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.
• 1.4.2. Fees provided allow for presentation of a minimum of two creative options per brief for the Client to choose from. In the unlikely event that the Client is not satisfied with the first round of presented work, the Agency will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, the Agency reserves the right to potentially bring to an end any agreement with the Client with no refund of deposit or payments made previously.
• 1.4.3. Costs provided allow for a maximum of three sets of Client amends after which time additional charges may become payable, although the Client would be made aware of this in advance.
• 1.4.4. At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc) the Client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the Agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the Client would be made aware of this in advance.
• 1.4.5. Once final proofs/materials/designs have been signed off, the Agency cannot be held responsible financially or otherwise for any errors relating to print, programming or any other end product.
• 1.4.6. After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them.

1.5 Insolvency

• 1.5.1. If the Client ceases to pay its debts in the ordinary course of business or cannot pay their 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 them, the Agency without prejudice to other remedies shall:
• 1.5.1.1. 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.
• 1.5.1.2. 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.

1.6 Force Majeure

• 1.6.1. 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.

1.7 Information Provided by The Client

• 1.7.1. The Client warrant that the name, address and payment information provided when they place their order with the Agency will be correct and they agree to notify the Agency of any changes in the name, address and/or payment details.
• 1.7.2. The Client agree that the Agency may disclose their name and address where any enquiries are made.
• 1.7.3. The Client warrant that they possess the legal right and ability to enter into this Agreement and to use the Agency’s services in accordance with this Agreement.

1.8 Indemnity

• 1.8.1. The Client shall indemnify the Agency and keep the Agency indemnified and hold the agency harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by the Agency in consequences of the Clients breach or non-observance of this Agreement, or arising out of claims based upon or relating to the Agency’s work for the Client or any claim brought against the Agency by a third party resulting from the provision of any Services to the Client and the Clients use of them.
• 1.8.2. The Agency will notify the Client promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford the Client the opportunity to participate in the defence of such claim, provided that the Client’s 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.

1.9 Limitation of Liability

• 1.9.1. 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.
• 1.9.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
• 1.9.3. 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.
• 1.9.4. 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.
• 1.9.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.

1.10 General Terms

• 1.10.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and the client hereby submit to the non-exclusive jurisdiction of the English courts.
• 1.10.2. 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.
• 1.10.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
• 1.10.4. 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 covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. This Agreement takes effect on the date on which the Client orders the Agency’s services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions. In agreeing to these terms and conditions, the Client confirms that they have not relied on any representation other than those expressly stated in these terms and conditions and they agree that they shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
• 1.10.5. 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.
• 1.10.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
• 1.10.7. The Client acknowledges that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of the Clients use of these services. The Client agrees not to hold yourself out as a representative, agent or employee of the Agency. The Client agrees that the Agency will not be liable by reason of any representation, act or omission to act by them.
• 1.10.8. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of the Agency’s 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.
• 1.10.9. 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.
• 1.10.10. The client shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
• 1.10.11 The Agency reserves the right to use both initial creative concepts and final approved design work for the purposes of the Agency’s marketing activities (both online and offline) unless otherwise requested/agreed with the Client.

2. Digital Media Terms & Conditions

2.1 Programming

• 2.1.1. 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.
• 2.1.2. Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard average billing structure of £80/hour.
• 2.1.3. The Agency develops websites for compatibility with the current version of Microsoft Internet Explorer, Chrome, Safari and Firefox: not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.

2.2 Ownership

• 2.2.1. The Agency will retain all IP in all work created but will grant the Client a license to use it, once full payment for the project has been received. Source files, including but not limited to development code and original design files, will not be released as part of any project unless expressly agreed in writing before the project starts. The Agency reserve the right to withhold use of any work until full payment has been received. The Client also understands that any elements within their project that hold existing copyrights with the Agency are not transferred to the Client. Examples include but are not limited to; third party software and scripts, software and scripts designed and copyrighted by the Agency, and third-party photographs, graphics and other multimedia such as video and audio. In these cases, the copyright to any of these elements is not transferred to the Client but remains the property and copyright of their respective owners.

2.3 Content

• 2.3.1. The Client shall supply the copy for their web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
• 2.3.2. All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (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.
• 2.3.3. 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.
• 2.3.4. 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.

2.4 Domain Names

• 2.4.1. Any domain names registered on behalf of the Client will remain the property of The Agency until paid for in full.

2.5 Third-Party Services

• 2.5.1. By incorporating any third-party services or products into their web site, The Client also agrees to abide by that company’s terms & conditions

2.6 Data Handling/Processing

• 2.6.1. In accordance with GDPR, should the Client wish for the Agency to handle/process any of their customer data or to provide systems to process personal data (e.g. web-based databases), it is the Client’s legal responsibility to ensure the processes requested of the Agency are data-compliant and to have a written contract in place with the Agency to carry out such processes. Furthermore, it is the Client’s responsibility to ensure they have obtained consent from the individuals for the personal data they pass over to the Agency for processing.