Terms & Conditions
This document is to be viewed by all involved parties as a binding and insoluble contract in agreement to the terms stated below. By signing the sales agreement presented to you by the sales representative, you authorise Freebird New Media Limited and its associated companies (hereafter referred to as "Freebird") to proceed with the creation of the product as discussed with the sales representative and confirmed on the order form.
Office Hours
Freebird's office hours are 9am - 5.00pm, Monday to Friday. Calls are taken from Monday to Friday between 9.00am and 1.15pm. Please note that staff do not have business mobile telephones.
Contacting Freebird
In order to deal more effectively with your queries, we ask that you put any questions to us in writing. This system allows us to distribute questions to the appropriate departments, and thereby respond to you, more efficiently. There are three ways to contact us. For general enquiries, email info@freebird.co.uk. For amendments or updates please email studio@freebird.co.uk. Write to us at 11a Pharos Street, Fleetwood, Lancashire, FY7 6BG.
Tel: 01253 873000 Fax: 01253 08715 227 507
Provision of Materials
You agree to provide us with the specific copy, images and information we require in order to create your product, or to advise us as to where we can locate such materials. We accept no responsibility for your site not being put live/product being completed by a specific date if we are unable to secure necessary and/or suitable information and/or materials from you. If you cannot supply the information you wish to feature in your product, we will do what we can to obtain it, but we accept no responsibility for errors, omissions or discrepancies which may be present on the final product, as these may arise through our lack of specialist knowledge regarding the content of your product. The time taken to compile the data, as well as any time required to correct errors, omissions or discrepancies which have arisen through your not providing us with adequate materials, will be charged to you at our standard rate. We accept no responsibility for the delay caused in providing you with the final product as a result of your supplying us with insufficient or unsuitable materials. This does not apply if the additional cost could have been avoided but for unreasonable delay on the part of Freebird in ascertaining the unsuitability of the materials with which you provide us. Where you supply or specify materials, we will take every care to secure the best results in the finished product, but we accept no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified. The original price we agree is subject to one set of amendments, and subsequent amendments will be charged for at the prevailing hourly rate.
Print Proof Agreement
If the sales representative has provided you with a proof, your signing this agreement confirms that you agree to the design and contents of the printed document as depicted on the proof. By signing this agreement, you absolve Freebird of all liability for any errors, omissions or discrepancies which may be present on the proof. Once you have signed this agreement and proof if supplied, you are not able to make any changes to the final product, nor are you able to hold Freebird responsible for anything you are unhappy with. This contract revokes your right to take any kind of action against Freebird for any aspect of the work with which you are later dissatisfied. Signing this contract means that, as long as the finished product is as discussed with the sales representative and consistent with the proof if supplied, you must pay in full for the work. This fact applies whether or not you later take issue with any aspect of the product. These terms are final and non-negotiable. This is your final opportunity to make changes to the content.
Making Changes After Proof Stage (Print Only)
If a change is requested, we will do everything we can to make the correction before the printing starts, but we cannot guarantee this. We accept no responsibility, under any circumstances, for any mistakes present on the completed work, as the signing-off of a proof absolves us of all liability (see "Proof Agreement" above). Once the proof is signed off or agreed, whether verbally or via email, we incur a film / plate(s) charge and this is passed on to you as part of the total charge (see "Price Breakdown"). Any changes made after a proof is signed off will result in a further film / plate(s) charge.
Print Quality (Print Only)
Every effort will be made to obtain the best possible colour reproduction on customer's work but because of the nature of the processes involved, Freebird cannot guarantee an exact match in colour or texture between any materials with which you supply us, and the printed article. Our budget business cards do not have a guaranteed specification and we reserve the right to vary stock or quality as either we see fit, or circumstances/availability dictate. If the exact specification is important, the cards must be ordered as a bespoke job.
Quantity Supplied (Print Only)
Every effort is made to produce the exact quantity of items ordered. However, some variation is inherent in the print process and so you accept that minor variations in quantity are possible. These do not affect the price charged.
Claims (Print Only)
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Freebird within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to Freebird and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to Freebird within 28 days of delivery. Freebird shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
Standing Material (Print Only)
All materials (including but not limited to film, plates, negatives and positives) produced and used by Freebird during the production process remain the property of Freebird. Where these materials are provided by the client, they remain the property of the client. Freebird reserves the right to dispose of lithographic work immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for the safe-keeping of the materials.
Payment Terms (Print)
New customers agree to pay a deposit of 40% of the final bill upon ordering, and to pay the outstanding balance on delivery of the completed work. Existing customers agree to adhere to the terms stated on the invoice. All deposit payments are non-refundable.
Websites
Website Updates & Site Maintenance
These are charged at £45 per hour (or part thereof) for brochure websites and £70 per hour for all others. If you want to introduce new material in the form of extra pages, additional functions, or more information than is already available on your site, this must be paid for as a new job.
Hosting Fees
Free hosting for brochure websites is for first year only and is charged from £125 plus VAT per year thereafter. Free hosting is only accessible by Freebird New Media Ltd. Where a CMS (Content Management System) licence and functionality is purchased, hosting is charged from £300 plus VAT per annum. A discount of £125 plus VAT will be offset against this in year one, which is equivalent to free hosting for year one on a brochure site. One POP3 email account is provided, all additional email addresses will be forwarded to this or another email address which must be provided by the client. Freebird take no responsibility for any loss of business through non retrieval of emails, bounced messages or undelivered electronic mail. Freebird take no responsibility for the content of emails including attachments and viruses.
FTP Access
No clients or third parties will be granted FTP (File Transfer Protocol) access to our servers or any of our affiliates.
Website cancellation
Cancellation of any website will result in the withdrawal of the hosting package after 48 hours. All hosting packages are non-refundable. Should the client request that a domain name purchased by Freebird on their behalf be transferred to another host, a release fee of £50 + VAT will be charged. Website hosting will be renewed automatically as part of the initial contract, but a notice period of not less than 14 days will be given at the time of invoicing. Clients must cancel their renewal in writing within this notice period, otherwise all charges will become payable and cancellation will NOT be accepted after this date, as monies will have been paid by Freebird on the client's behalf.
Free Domain Names
A free .co.uk domain name of the client’s choice (subject to availability) is provided by Freebird for use in the first year. This cannot be a domain name already registered with another provider, but must be an additional one in such cases. Delay in websites going live because of administrative issues will not result in a delay in the site going live on the free domain name. Once the site is live on the free domain name, all outstanding payment is due. It is not Freebird’s responsibility if there is a delay in the transfer of a domain name held with another provider, and this will not be accepted as a reason to delay payment in full of all outstanding monies.
Systems
Any systems, including eCommerce and Content Management System, provided to the client remain the intellectual property of Freebird New Media Ltd. and as such no access is given to the source code or database. Systems cannot be transferred away from our provided hosting solution. Freebird eCommerce solutions are based on the open source package Zen-Cart, the terms and conditions of which are supplied with your written contract. A further copy of these is available on request. Freebird websites are built on the Linux platform and may not work on Windows servers or other non-Linux systems. If our system is to be hosted on an external server, we require the completion of a CMS release form, as well as the balance payment, before files are tranferred to said external server.
E-commerce/CMS
E-commerce/CMS systems will be provided as an empty shop/site, and training will be given to the client(s) on using the system. A delay in the client populating the e-shop/site will not be accepted as a reason for delayed payment as, once it is ready to be populated and training has been given, Freebird’s job is done. Freebird offers a service to populate the client’s shop site/CMS on their behalf, and prices are available on request for this service. This does not include any photography, and where clients feel unable to create their own imagery of products, a photographer must be sought. Freebird are happy to recommend independent photographers where necessary, but the contract will be between the client and said photographer. Additional training and support packages are available, and again the prices for these services are available on request.
Bespoke Systems
In the case of a bespoke solution (website), upon settlement of all outstanding monies due to Freebird for the development / design of such solution, full copyright and title will pass to the client.
Content Management System Functionality
Our content management system allows access to specific text elements and main images on a website within a set framework. It does not allow access to the design elements of the site, such as font types, colours, page layouts, background images, headers, footers or logos. If you require access to any of these elements, this must be discussed at the beginning of the project as it will require additional development work.
Page Definition
A page is defined as being a maximum of 1280 pixels wide by 1000 pixels deep. Pages larger than this will be subject to additional charges. A page consists of a page title, a set of meta information, an H1 title, an H2 title, 2 paragraphs of body copy, 1 main image and a maximum of 2 supporting images.
Initial SEO Definition
The free initial search engine optimisation included in website packages consists of research into a client's particular market area and geographical location, the results of which are integrated into the page title, meta content and body copy. We make no specific guarantees about the search engine results that this process can achieve.
Warranty
Freebird guarantees all of its websites / bespoke software solutions provided to clients insofar as any faults or bugs will be rectified within a reasonable period of time so as not to interrupt the service provided by clients to their clients / users for an unacceptable time. Any software provided by Freebird proving to be faulty or defective will be repaired / replaced free of charge to the working standard equivalent to launch.
Website Proofs
Once a client has agreed a look and feel proof and instructed Freebird to proceed to build, any subsequent changes in style or design requested by the client will be charged for at the appropriate hourly rate.
Exceptions (Web)
We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as these as part of our construction package. This policy applies throughout your contract with Freebird: if a minor detail needs to be amended, we are more than happy to do so, free of charge. Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for.
Payment Terms (Web)
You agree to pay a deposit of 40% of the final bill immediately. When we have finished building your site, we will put it live on our own server under a temporary name which we will give you. After we have informed you of the site's location on our server, you have 48 hours to view the site and ask for any amendments to be made. The site can be kept live for a longer period if you specifically request this. After the 48-hour viewing period has elapsed, the invoice will be issued as - apart from minor alterations or transfers onto other domain names - our work on the site is then complete. Once the bill is settled in full, we will put the site live on its own domain name, or - if you have not yet selected one - it will remain live on our server. If you possess your own domain name, we will initiate whatever process is necessary to put the site live once the bill is settled. You are not permitted to point your own domain name to the test site on the Freebird server. If this is found to be the case, we reserve the right to remove the site from our server. All deposits are non-refundable.
Freebird Logo
The Freebird logo and a short line of text are featured as standard, in an unobtrusive location, on all Freebird websites. This serves as our seal of quality and cannot be removed without specific discussion with our directors.
General
Copyright
Unless negotiated and agreed in writing, the copyrights of general artwork, commissioned artwork, illustrations, website design, programming and copy belong to Freebird. If you supply us with material, it is your responsibility to obtain all necessary copyrights for its use, and we assume that you possess these. In such cases, the copyright belongs to you. By signing this agreement, you agree to indemnify Freebird from any claim which arises regarding the use of material with which you supply us. We reserve the right to use any artwork or printing we produce for the purposes of promoting our services unless you request otherwise in writing.
Quotes
All quotes for work are valid for thirty (30) days, after which time all proposed work will have to be re-quoted. We take no responsibility for a re-quoted price differing from an original quote.
Deposit Payments
A deposit payment, howsoever made, constitutes an agreement to the contract to which it relates, and will be accepted by Freebird in lieu of a signature on said contract.
Logo Design Definition
Free logo design consists of a maximum of 5 initial logo ideas based upon a full brief provided by the client. We then allow up to 2 sets of updates to 2 of the client's favourites. Should the client change the brief in any way during this period we reserve the right to charge for any further time required to complete this aspect of the project.
Illegal Matter
Freebird reserves the right not to print any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies us in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
Consequential Loss
Freebird accept no liability whatsoever for consequential or third party losses, resulting in a delay in delivery howsoever caused.
Financial Loss
Freebird accept no liability whatsoever for financial loss or loss of earnings arising from products or services provided by Freebird.
Force Majeure
Freebird accept no responsibility if we are unable to carry out any provision of the contract for any reason beyond our 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 you may, by written notice to ourselves, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
Liability
Freebird shall not be liable for any loss to the customer arising from delay in transit caused by circumstances beyond Freebird's control.
Price Breakdown
The invoice we send you will be itemised, showing the cost of the design and research process, as well as the production itself. Supplying us with suitable material will, therefore, reduce the time spent on design and, thereby, the final charge. VAT is charged at the current Customs & Excise rates and according to current regulations, irrespective of whether or not it is included in a price quotation.
Jobs Put On Hold or Cancelled by the Client
Jobs put on hold or cancelled by the client during production will be invoiced at our full hourly rate based on the number of hours worked and our outlay on materials. This applies irrespective of any package agreements which have been signed, as package discounts only apply if a job is brought to completion. The invoice we issue must be paid in full together with any VAT that falls due accordingly.
Credit Terms
For invoices not settled within the agreed credit terms, we reserve the right to charge interest on the overdue debt at 2% above the Barclays base rate at the time and an administration fee to cover the debt recovery costs.
Non-Payment of Fees
In the event that any invoice remains unpaid, Freebird reserves the right to suspend our services. This may extend to (but not be limited to) the removal of a site from our servers and the suspension of email addresses without any notice. The invoice in question will remain due but a supplementary charge may become payable.
Insolvency
Any customer ceasing to pay their debts in the ordinary course of business or proving unable to pay their debts as they become due or, being, a company, is deemed to be unable to pay its debts, or has a winding-up petition issued against it or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against it, Freebird, without prejudice to other remedies, shall (i) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to it, and (ii) in respect of all unpaid debts due from the customer, have a general lien 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 we think fit and to apply the proceeds towards such debts.
Data Protection
Freebird agrees keep the confidential information of its clients confidential, including all administration areas of websites and details of referrers and those who are referred. All such data recorded by a website will be completely secure, and all information will be treated as confidential in accordance with the Data Protection Act.
