Streamline Media Limited
Terms & Conditions
Amendments
This contract covers the provision of design and encoding service by Streamline Media Ltd to the client. It supersedes and takes precedence over any previous written or oral representations given or made by the company or any representatives of the company, unless a written statement from the Managing Director of Streamline Media Ltd accompanies an amendment to these Terms and Conditions. In agreeing to the provision of any and all services from Streamline Media Ltd, the client is deemed to have read and understood th3ese terms and conditions.
Authorisation
The named client is engaging Streamline Media Ltd as an independent contractor for the specific web design project of developing and/or improving a web site, and/or the development of paper promotional materials, Marketing and Public Relations promotions. herein after referred to as "the project". In the Event that Streamline Media Ltd commences work with the agreement of the client prior to full completion of all contractual agreements and the client subsequently cancels, then Streamline Media Ltd shall be due all reasonable fees, disbursements and expenses for work undertaken to date including time involved in setting up contractual arrangements.
Sourced Grant funding
Where applicable Streamline Media Ltd will use its best endeavours to secure available possible grant funding, part funding or match funding to aid the client to complete his project. Streamline Media Ltd will make a charge for this service equal to 70% of the total grant funding obtained. If all grant funding obtained by Streamline Media is used as payment or part payment of the "the project" with Streamline Media Ltd, then a refund equal to 70% of the total grant funding obtained will be deducted from the clients final invoice. In the event that the client wishes to cancel "the project" following payment by the Grant Agency for works undertaken by Streamline Media Ltd, then no refund shall be made to the client and any requirement to repay any grant funding issued shall be the responsibility of the client.
Contract start-up
At signing of this agreement an initial 50% payment of the full contract value is required prior to commencement of any works. On delivery to the client of a first draft of the project outlines a further 20% payment is required; these payments will be followed by staged payments at the completion of each stage of the work thereafter or in equal instalments as agreed with the client and Streamline Media in writing at signing.
Value Added Tax.
Value added Tax, where applicable, will be added at the appropriate rate to the total of all charges shown on the clients account.
Outstanding accounts
Streamline Media's standard payment terms are invoiced for payment within 7 days of invoice issue or as agreed in writing with the client at time of signing this agreement. Sums outstanding after 14 days of invoice date shall accrue interest charged at an equivalent annual rate of 2% above the then, prevailing Bank of England base rate, interest to be calculated and compounded to the outstanding account on a daily basis.
Copyright and Trademarks
The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to Streamline Media Ltd for inclusion in the client's web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements furnished by the client. Prices quoted are based on acceptance indicated allowing for all content to be digitally supplied by the client unless otherwise agreed by both parties.
Completion Date
Streamline Media Ltd and the client must work together to complete "the project" in a timely manner. We agree to work expeditiously to complete "the project" no later than 28 days after the client has submitted all necessary materials. If the client does not supply Streamline Media Ltd with complete text and graphic content for this web design project within 30 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If the client still has not submitted and approved all the required contents within 60 days after signing this agreement, an additional continuation fee of 15% of the total agreement price will be assessed for each month until "the project" is published or the client cancels "the project" in writing. Any date proposed either by the client or Streamline Media Ltd for the provision of encoding services to be treated as an estimate only and Streamline Media Ltd accepts no liability for any failure to meet it.
Project disbursements
Streamline Media may from time to time utilise the services of a specialist in any given area of expertise, as such Streamline Media Ltd reserves the right to make payments to outside contractors for these specialist services. These may include but not be limited too, Web hosting services, printing, artwork production and other external contractors. Where "the project" requires services outside Streamline Media's normal operations, Streamline Media will make arrangements for such services, however, payments for all outside services will remain the responsibility of the client at all time. In any event where such payments are made by Streamline Media on behalf of the client, then the client will be required to settle any and all invoices issued for the recovery of these payments within 7 days of issue. At Streamline Media's discretion these payments may be invoiced at anytime and there shall be no requirement for any of the works to be completed before payments can be required. Any domain name purchased and registered on behalf of the client by Streamline Media Ltd will be registered in the name of Streamline Media Ltd. Upon settlement of all outstanding domain fees and hosting charges and full account payment, the registration of the domain will be transferred to the name of the client upon their request.
Legal action
Should Streamline Media Ltd have to issue Court proceedings pursuant to this contract the client accepts responsibility for all Streamline Media Ltd legal fees and disbursements notwithstanding the value of the claim, on an indemnity basis.
Any third party costs Streamline Media Ltd may incur due to processing the payment for the services will be payable by the client within seven days.
Any additional costs incurred by Streamline Media Ltd in the course of following Client instructions are payable by the client.
Project Delivery
"The project" delivery shall be completed upon receipt of the payment associated with delivery. Delivery may be accomplished by publishing, electronic transfer or physical media. The client understands that Streamline Media Ltd may not be providing any hosting services in connection with this web design project. Hosting services may require a separate contract. The client will solely be responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.
Cancellation by Client
Should the client cancel the contract at any stage Streamline Media reserve the right to invoice for full payment for all work completed to date, if in the opinion of Streamline Media more than 80% of "the project" has been completed, then Streamline Media may at it's sole discretion require full payment of "the project". Any disbursements made by Streamline Media on the client's behalf or contracted to be made are required for full payment within 7 days of invoice issue. In all cases of cancellation by the client a cancellation charge of 15% of the total contract value will be added to the clients final account to cover all administration costs incurred in finalising client accounts.
Upon termination of this contract, the client shall nevertheless remain liable for all charges due or which would have been payable under this contract. On termination, Streamline Media Ltd may remove all materials held on Streamline Media Ltd's computers and remove all privileges and access granted or entitled to the client.
Refunds
If the client enters into an annual contract for Streamline Media's annual web hosting packages or a co-location server account. Full payment will be required in full at commencement of each annual contract. However, should the client wish to cancel at anytime prior to the end of the natural contract term, then no refund will be available for any unused time remaining on the contract. If you cancel your account within your service period then Streamline Media Ltd will not undertake to make any refunds on any unused portions of your account's.
The client accepts that following commencement of "the project" Streamline Media will incur costs and may enter into 3rd party contracts on behalf of the client, as such invoiced payments received by Streamline Media from whatever source shall be deemed as final payment for work done or work to be done and no refunds will be made.
Contents of "the project" and Undertakings
The client will be solely responsible for the content of "the project". Streamline Media is not responsible for proofreading the content of "the project" unless specifically agreed in writing. If you provide Streamline Media Ltd with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify Streamline Media Ltd against any action taken against Streamline Media Ltd by any such third party.
Web Site Maintenance
This agreement allows for minor web site maintenance to pages over a one month period, up to an average of one half hour per regular web site, including updating lines and making minor changes to a sentence or paragraph. It does not include updating or replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by client repairs or web design projects delivered to the client via diskette. The period of one month begins on the date the clients web design site has been published to client's hosting service. If the client's web design package includes database access using Server Side Script, then very minor page code changes will be accepted under this maintenance plan. Major page code and/or database structural changes will be charged at current hourly rates.
Suspension of Services
We reserve the right to suspend services in any cases where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us, websites may be taken down until payment is confirmed.
Ownership
All works developed by Streamline Media Ltd shall remain the property of Streamline Media Ltd. Until the client has fully satisfied all invoiced accounts and has received a certificate of ownership from Streamline Media. In the event of non payment, Streamline Media shall at its sole discretion cause the website to be taken down or disabled. Streamline Media may make any and all elements of the works completed available in part or in whole to other of its customers, without regard to the original client, however such disposal of content shall not release the client from any outstanding invoiced amounts. If part payment has been received but the amount outstanding is more than 20% of the total account, then Streamline Media Ltd reserves the right to disable the clients site until the client have completed full payment Streamline Media Ltd shall not be held liable for any loss or damages caused by part payment or non payment, the use or misuse, unavailability or removal of services
Copyright and Intellectual Property
All copyright and intellectual property rights such as concepts, digital artwork and pieces of graphic art arising or produced in the performance of the work remain the property of Streamline Media Ltd unless a license to purchase these are negotiated with us by our client.
Copyright of logos and other special graphics commissioned by the customer become the property of the customer on receipt of full payment of all accounts payable to Streamline Media Ltd. It is the clients responsibility to arrange and pay for trade marks and copyright registration. It is the client's responsibility to determine whether the designs infringe on any other 3rd parties copyright ownerships.
All origination, including negatives and digital artwork files developed or hosted by Streamline Media Ltd, belong to Streamline Media Ltd at all times. Editable copies of artwork produced for specific materials may be purchased by the client from Streamline Media Ltd for a negotiated sum.
Website development Projects
Any service, concept, idea, design, programming, and/or "look and feel" remain the property of Streamline Media Ltd, until settlement of any, and all, outstanding accounts with regard to that service, concept, idea, design, programming, and/or "look and feel". The copyright license for use of any of Streamline Media Ltd's services, concepts, ideas, designs, programming, and/or "look and feels", once all accounts have been settled, is for the use on the Internet and the World Wide Web only. Any further use of any of Streamline Media Ltd's services, concepts, ideas, designs, programming, and/or "look and feels" in any other format, or, other than the Internet and the World Wide Web, will be subject to negotiation, and any agreement will be made in writing between Streamline Media Ltd and the client. The alteration, amendment or use of "the project" in whole or in part is an infringement of Streamline Media's copyright. The use of "the project" materials for this purpose will be subject to negotiation, and any agreement authorizing this use will be made in writing between Streamline Media Ltd and the client.
Printed development Projects
Any service, concept, idea, design, programming, and/or "look and feel" remain the property of Streamline Media Ltd, until settlement of any, and all, outstanding accounts with regard to that service, concept, idea, design, programming, and/or "look and feel". The copyright license for use of any of Streamline Media Ltd's services, concepts, ideas, designs, programming, and/or "look and feels", once all accounts have been settled, is for the use in the case of paper products, materials namely but not limited to, brochures, leaflets and price lists technical help files. Any further use of any of Streamline Media Ltd's services, concepts, ideas, designs, programming, and/or "look and feels" in any other format, or, other than the brochures, leaflets and price lists, will be subject to negotiation, and any agreement will be made in writing between Streamline Media Ltd and the client. The alteration, amendment or use of "the project" in whole or in part is an infringement of Streamline Media's copyright. The use of "the project" materials for this purpose will be subject to negotiation, and any agreement authorizing this use will be made in writing between Streamline Media Ltd and the client.
Hard disc development Projects
Any service, concept, idea, design, programming, and/or "look and feel" remain the property of Streamline Media Ltd, until settlement of any, and all, outstanding accounts with regard to that service, concept, idea, design, programming, and/or "look and feel". The copyright license for use of any of Streamline Media Ltd's services, concepts, ideas, designs, programming, and/or "look and feels", once all accounts have been settled, is for the use in the case of hard disc products specifically CD Rom, DVD, UMD, Mini Disc and other similar hard copy format delivery systems, whether in current use or not yet developed, namely electronic delivery of brochures, leaflets and price lists, technical help files. Any further use of any of Streamline Media Ltd's services, concepts, ideas, designs, programming, and/or "look and feels" in any other format, or, other than the hard copy of electronic delivery of materials namely but not limited to brochures, leaflets, price lists, video and audio products, will be subject to negotiation, and any agreement will be made in writing between Streamline Media Ltd and the client. The alteration, amendment or use of "the project" in whole or in part is an infringement of Streamline Media's copyright. The use of "the project" materials for this purpose will be subject to negotiation, and any agreement authorizing this use will be made in writing between Streamline Media Ltd and the client.
Where "the project" includes the development of one or more of these three elements, then all applicable terms of this section will be deemed to in force.
Data Backup
Data stored on our servers is not guaranteed to be backed up. It is recommended that you keep an independent backup of all data stored on your virtual server. You may not run server processes (e.g. talkers/IRC Bots) from your virtual server. We shall not be held liable for any loss or damages caused by the use or misuse, unavailability or removal of services.
Digital files created by Streamline Media Ltd are stored on our system for one year unless otherwise agreed. We cannot be held responsible for loss of digital files due to unforeseen electrical or other faults on our systems.
Liability
For the avoidance of doubt, Streamline Media Ltd has no obligation duty or liability in contract and/or tort for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care. In any event and in no circumstance shall Streamline Media Ltd be liable for any loss either direct or indirect of profits, business or anticipated savings or any other direct or indirect consequential loss arising out of the provision of any and all of our services to the client. In no circumstance shall Streamline Media Ltd be liable for any loss whether direct or indirect arising from the content of any information placed or submitted by the client onto "the project".
Under no circumstances shall Streamline Media Ltd be liable for loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss whatsoever by the failure of, or any problem experienced by the client in it's operation of its website.
Enforcement
Any provision of these terms and conditions or appendix hereto that is held to be inoperative, unenforceable or invalid in any jurisdiction shall be inoperative, unenforceable or invalid in that jurisdiction without affecting any other provision hereof or appendix hereto in that jurisdiction, or the operation, enforceability or validity of that provision or appendix in any other jurisdiction. To this end, the provisions hereof and the appendices hereto are severable. If any provision is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable. Any failure on Streamline Media's part to enforce any section of these terms and conditions does not release the client from any aspect of these terms and Streamline Media may at it's sole discretion enforce any provision at any time.
Indemnity
Without prejudice to any other rights or remedies which Streamline Media Ltd may have against the client, the client shall indemnify Streamline Media Ltd against any loss or expenses sustained by reason of any breach of this contract and any actions, proceedings, claims or demands in any way connected with this contract brought on by or threatened against Streamline Media Ltd by a third party which are caused by or arise from any action of Streamline Media Ltd carried out pursuant to the instructions of the client. The client shall indemnify Streamline Media Ltd against any actions, proceedings, claims or demands in any way connected with this contract brought or threatened against Streamline Media Ltd by a third party which are caused by or arise from any act or default of Streamline Media Ltd carried out pursuant to the instructions of the client.
Force Majeure
Streamline Media Ltd is not liable for any breach of contract if the breach was caused by an act of God, insurrection or civil disorder, war or military operations, national or local emergency, acts of omissions of government, highway authority or other competent authority, Streamline Media Ltd's compliance with any statutory obligation, industrial disputes of any kind (whether or not involving Streamline Media Ltd employees), fire, lightening, explosion, flood, subsidence, weather of exceptional severity, acts of omission of persons for whom Streamline Media Ltd is not responsible (including in particular other telecommunication service providers), or any other cause whether similar or dissimilar outside Streamline Media Ltd's reasonable control.
Proper Law
This contract is to be treated as made in England according to English Law and subject to the jurisdiction of the English Courts.
General Terms
In the event that Streamline Media Ltd hosts your website or causes your website to be hosted by one of our hosting services, then if you are provided with a website control panel, you must not divulge your website or email password to any other person, and you should take reasonable precautions to ensure that it is not discovered by other people. To protect your privacy we never distribute your name or e-mail address to any third parties. Users must not participate in any form of un-solicited bulk e-mailing or spam. We reserve the right to amend and update these Terms and Conditions at any time without notice. Signing of our general agreement is deemed as full acceptance of these terms and conditions. No instruction issued by the customer is deemed as received by Streamline Media until such instructions are submitted in writing and acknowledged as received by Streamline Media Ltd.