Terms and Conditions

These terms and conditions apply to all commissions. Additional terms relating to web design & hosting and email marketing are also included.

All services provided by Top Design Media to the client are subject to the following general terms and conditions.

Definitions:

The Client : The company or individual requesting the services of Top Design Media.

Any proposal(s) supplied by Top Design Media shall be deemed to include these terms and conditions and an acceptance of any such proposal or tender shall be deemed to be an acceptance of these terms and conditions.
The copyright design rights and all other types of intellectual property right in any proposal and any draft designs shall at all times remain with Top Design Media. Any tender draft or proposal shall be treated as confidential information by the client who shall not divulge nor permit any of its servants, agents or employees to divulge the contents thereof.
In the event any proposal is not accepted by the client all copies of the proposal together with any accompanying documentation shall remain confidential.
A proposal is deemed to be accepted where agreement is provided either by email, telephone, mail or fax ("the Commission").
Any costing or timetable provided by Top Design Media shall be provided on the basis of the Commission shall hold good for 30 days and if not accepted within that period shall be subject to review and adjustment by Top Design Media.
Any statement by Top Design Media as to the date of completion of the Commission is an estimate only. Top Design Media will use reasonable endeavours to comply with any timetable but will be under no liability to the client or any other person in the event the Commission is not completed by the agreed date. Top Design Media alone shall specify when the commission or any stage thereof has been completed.
Any alteration to the Commission agreed between the client and Top Design Media shall entitle Top Design Media to review and adjust any costing or timetable provided to the client.
Unless otherwise agreed in writing any costing of the Commission will be exclusive of VAT disbursements and reasonable expenses incurred by Top Design Media. Top Design Media shall have absolute discretion regarding the use of specialist materials or services in completion of the Commission [including (without prejudice to the generality of the foregoing): photography, type-setting, courier services, express deliveries, long distance telephone calls and facsimile transmissions and the client shall fully reimburse Top Design Media for the cost of such items] and may sub-contract such elements of the Commission as it deems appropriate.
All fees charges and disbursements shall be paid within 30 days of the submission of Top Design Media's account (unless otherwise agreed) in default of which interest shall accrue on the gross amount of the account so outstanding at a rate of 4% above the base rate of [HSBC Bank Plc] from time to time and Top Design Media reserves the right to stop work on the Commission should any account not be paid. Non payment will result in legal action being taken if necessary.
Top Design Media reserves the right to require the client to provide sums on account of the fee for the Commission or any disbursement or to require that the client obtain or provide to Top Design Media any specialist material or service.
Top Design Media shall provide such information regarding the amount of costs incurred as the client may reasonably require.
Unless otherwise agreed in writing Top Design Media may submit interim accounts for payment notwithstanding that the Commission has yet to be completed.
1. On completion of the Commission and payment of all Top Design Media's accounts Top Design Media shall grant to the client at the cost of the client a license to exploit the finished version of the designs created modified or used in connection with the Commission ("the Works") for the purposes and in the territories specified in the Commission or if no such territories are specified the United Kingdom.
2. The license granted by clause 14.1 shall extend to the Works in a tangible form only. If the client requires a license in respect of electronic copies of the Works this may be granted at the absolute discretion of Top Design Media at additional cost.
3. Top Design Media reserves such rights as are necessary for Top Design Media to use the Works for its archive and/or any advertising of its business (if any).
The client acknowledges that each Work is created according to its own instructions and Top Design Media makes no warranty as to its quality or suitability for any purpose or compliance with any rules regulations standards or criteria save that the Work will reasonably conform to the Commission. Where pre-production proofs or drafts are submitted for approval to the client the client shall be responsible for the correction of errors or omissions and Top Design Media shall bear no liability whatsoever in respect of any errors or omissions subsequently discovered.
Top Design Media shall not in any circumstances be liable for any loss of profit or any consequential loss suffered by the client or by any third party and in any event any claim against Top Design Media shall be limited to the amount of Top Design Media's fees and charges for the Commission. The client shall indemnify Top Design Media against any liability over and above the said amount absolutely.
Top Design Media warrants that it has not knowingly infringed any copyright design right or patent in the completion of the Commission and subject thereto the client agrees to indemnify Top Design Media against any claim for infringement of any such right.
The client warrants that the information given to Top Design Media in the Commission does not infringe any patent copyright or design right; is not information received by the client in confidence from a third party; is not defamatory and does not contravene any act of Parliament any subsidiary legislation any order of any Court or any other restraint and agrees to indemnify Top Design Media against any claim arising from the use thereof in breach of any such matter.
Where the Commission includes printing by Top Design Media the client acknowledges that due to the nature of the process there may be some non-material variation in colour tone or printing quality. Top Design Media warrants it will use reasonable care and skill in the production of the printed items.
Without prejudice to its existing rights Top Design Media may terminate this contract immediately if the client is in default of any term of any contract between Top Design Media and the client or if the client becomes insolvent. Either party may terminate this contract by the giving of two months written notice to the other. Upon such termination the client will pay Top Design Media any fees due, including fees for the period up to the end of the notice, together with any VAT and disbursements and will return all of the Works forthwith.
Any goods or chattels supplied by or on behalf of the client to Top Design Media are insured for their replacement value only and the client shall bear the risk of any addition loss or damage from the date of the contract.
Nothing in this agreement shall operate so as to create a partnership or joint venture of any kind between Top Design Media and any other person.
The client may not assign the benefit of this agreement or any right arising there from in any way whatsoever.
This agreement shall be construed in accordance with the laws of England.

Terms & Conditions - Website Design & Hosting Services

All Website Design & Hosting Services provided by Top Design Media to the client are subject to the following terms and conditions.

Definitions:

The Client : The company or individual requesting the services of Top Design Media. Top Design Media: Primary designer/site owner & employees or affiliates.

Design

Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, Top Design Media cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
The website, graphics and any programming code remain the property of Top Design Media until all outstanding accounts are paid in full.
Any scripts, cgi applications, php scripts, databases or software (unless specifically agreed) written by Top Design Media remain the copyright of Top Design Media and may only be commercially reproduced or resold with the permission of Top Design Media.
Top Design Media cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
Any additions to briefs provided will be carried out at the discretion of Top Design Media and where no charge is made by Top Design Media for such additions, Top Design Media accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The client agrees to make available as soon as is reasonably possible to Top Design Media all materials required to complete the site to the agreed standard and within the set deadline.
Top Design Media will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
Top Design Media will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner. eg. Any disputes re content/images that have been provided to us for inclusion on the site.
Top Design Media will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
Top Design Media will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
Top Design Media does not guarantee that any scripts, cgi applications, php scripts, databases or software will be immune from hacking or malicious tampering. Top Design Media will not be liable for any costs incurred, compensation or loss of earnings caused as a result of hacking.
Top Design Media cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
Any scripts, applications or software (unless specifically agreed) written by Top Design Media remain the copyright of Top Design Media and may be used in future Top Design Media projects as required.
Where applications or sites are developed on servers not recommended by Top Design Media, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.
The client is expected to test fully any application or programming relating to a site developed by Top Design Media before being made generally available for use. Where "bugs", errors or other issues are found after the site is live, Top Design Media will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
Top Design Media will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed on the most recent 2 versions of Microsoft Internet Explorer and Mozilla Firefox browsers. Top Design Media can offer no guarantees of correct function with all browser software.