Terms & Conditions
REACTIVEGRAPHICS: Terms of Supply

1. Initial Scope of the Project
We shall not be responsible for any failure to deal with any matter that falls outside the scope of this Project unless expressly subsequently agreed in writing. The scope of the work may change as the Project progress and we will review the extent of the associated work during the course of the Project and any amendments to these Instructions will be in writing. The work undertaken by us is provided for the purpose of the Project to which it relates and for your benefit. It may not be used or relied on for any other purpose or by any person other than you without our prior agreement.

2. People responsible for your work
The work undertaken with the Project will be mainly handled by Reactive Graphics, though there may be a need to engage the services of other people at some stages. We reserve the right to use the services of sub-contractors, agents and suppliers.

3. Charges and expenses
Our fees are based on the various criteria and aim to be fair and reasonable having regard to all the circumstances. Our fees are ordinarily charged on a time expended basis. As our time and expertise are the core elements of our service, our charges are normally calculated by reference to the current hourly rates of the graphic designers or programmers concerned applicable at the time the work for you is done. Hourly rates vary according to the level of seniority of the graphic designer, programmer or IT expert required and your instructions will be carried out at a level appropriate to providing an efficient and economic service. We will inform you if any unforeseen extra work becomes necessary, for example, due to unexpected difficulties or if your requirements or the circumstances significantly change during the matter. Further, Should you decide that changes are required, as the site is developed, the cost of any additional work will be added to the price quoted and this will appear on the final invoice

4. Cost of sale
In appointing us to act on your behalf, we may incur in any cost of sale as we consider necessary to complete the Project. Our policy is to discuss and agree in advance with you any such expenses.

5. Payment
Payment is currently accepted only by cheque, electronic transfer and in UK Pounds Sterling, unless otherwise agreed. If your cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £25. Payment will be due within 30 days of any invoice. ReactiveGraphics reserves the right not to continue with the project until payment of all previous invoices has been credited to our account. Full publication of the Web Pages may take place only after full payment has been received. Any material previously published may be removed and deleted without notice if payment is not received. ReactiveGraphics shall be entitled, without prejudice to any other right or remedy, to an interest for late payment at the rate of three per cent (3%) per annum above the base rate from time to time of [HSBC] Bank from the due date until the date of payment in full, whether before or after any judgement. If an account is overdue for payment, we reserve the right to suspend work and to retain documents and papers belonging to you, irrespective of the matter to which they relate, until all sums outstanding to us are paid. Should the Company wish to cancel at any point during the process the Company shall remain liable for the work that has taken place. If a quote has been agreed, the Company shall be invoiced pro-rata of the agreed quote depending on the stage of the Project or in hourly basis if no quote was agreed.

6. Domain Names
Domain names registered on the Customer's behalf are at no time the property of the Customer. Upon registration of a domain name the customer acquires the right to use the domain name for the period agreed but does not hold title to it. Where ReactiveGraphics have registered the domain name on the customer's behalf this domain name will be registered to ReactiveGraphics. ReactiveGraphics agrees to transfer this domain to the customer or his/her agent when asked to do so providing that all accounts have been settled. All third party costs arising from the registration or transfer of a domain name shall be met by the Client. The costs of registration are payable to ReactiveGraphics before a formal application for registration is made. This is included in the standard invoice issued after approval for work to commence.

7. Hosting
ReactiveGraphics agrees to provide hosting with third party providers or we can provide hosting on our own servers. No charges will be made for email account set up. If the Company has implemented a content management system and the Company is updating the content itself ReactiveGraphics has no control over the content hosted in its servers and accepts no responsibility for such content. The Company warrants that the content does not breach any law and/or regulation. The Company shall indemnify and keep ReactiveGraphics indemnified against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) which ReactiveGraphics may incur or suffer in the event that the aforementioned content breaches any Law or Regulation, including without limitation offensive, child pornography or adult content Laws. ReactiveGraphics is not liable for any disruption to the web site or email accounts that are due to a fault with a third party hosting company. Where hosting is arranged, ReactiveGraphics will provide email account details but will not be responsible for administering accounts at the client's premises.

8. Service Levels
ReactiveGraphics will try to provide the Company with an estimated time table for the work specified in the Initial Scope of Project section and for any further extra-work. However, if the Company fails to provide the agreed material within the agreed time scale causing the project to slip beyond the agreed completion date ReactiveGraphics will not be responsible for any delays and shall reserve the right to make additional charges applying the aforementioned hourly rate. Should the client fails to provide the information within one month of the agreed date then ReactiveGraphics will reserve the right to cancel the project with no liability for ReactiveGraphics. In these circumstances the client will be liable for the work that has taken place and shall be invoiced pro-rata of the agreed quote depending on the stage of the Project or in hourly basis if no quote was agreed. (ReactiveGraphics cannot allow projects to drag on indefinitely affecting their ability to complete work for other clients).

9. Copyrights
All artwork or copyright supplied becomes property of the client on completion of payment. ReactiveGraphics reserves the right to publish such artwork for advertising purposes. The Company agrees to add ReactiveGraphics' name at the bottom of its home page as the Website's designer. ReactiveGraphics will retain the copyright of any material, including the source code, created for the client by ReactiveGraphics until payment of the final invoice. At this time it will become the property of the client.

10. Search Engine Submission
ReactiveGraphics are not responsible for the client's on-going web site promotion. Should the client require the site to be promoted a separate contract must be agreed. ReactiveGraphics have proven success in optimising web sites for search engine visibility.

11. Confidentiality
Any data retrieved by ReactiveGraphics on behalf of any client for the purpose of building and maintaining websites or for the general running of daily accounts and client database records will be held on ReactiveGraphics' databases and will not be shared with any other organisation and/or company. This data will be kept under password protected locations and from time to time may be backed up to password protected CD ROM's. All information regarding your business and affairs will be regarded as, and kept, confidential at all times unless you instruct us to disclose information or we are compelled to disclose it by law, or other fraud or crime is involved. You shall keep all aspects concerning the terms of this engagement strictly confidential. Likewise, the Company shall keep confidential any other document or information that ReactiveGraphic marks as confidential.

12. Termination
You may withdraw your instructions at any time by written notice to us. We may decline to act further by giving you written notice where we have reasonable grounds to do so (including failure by you to settle invoices in full on the due date or to make payments in advance when so requested).

13. Raising queries or concerns with us
We are confident that we will give you a high quality service in all respects. However, if you have any queries, concerns or complaints about our work for you, it is important that you immediately raise your concerns with us.

14. Communication
We will usually use e-mail for communication with you unless you tell us not to. Please be aware that:
a) Communications over the Internet are not completely secure. You will have to inform us if anything should not be sent over the Internet.
b) Viruses or other harmful devices may be spread over the Internet. We take reasonable precautions to prevent these problems by use of a firewall and virus checking software. If we are to communicate by e-mail, it is on the basis that you will do likewise and you will holds us harmless should any virus or bug be transmitted un-intentionally from our system to your system.

15. Limitation of liability
The following provisions set out the entire liability of Reactive Graphics (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Company in respect of any breach of this terms of supply; any use made by the Customer of the Services, the Deliverables or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the terms of supply. All warranties, conditions and other terms, whether express or implied by statue or otherwise or common law are, to the fullest extent permitted by law, excluded from this terms of supply including without limitation, implied warranties of merchantability or fitness for a particular purpose. Nothing in these conditions excludes the liability of ReactiveGraphics for death or personal injury caused by ReactiveGraphic's negligence or for fraud or fraudulent misrepresentation.

Subject to the aforementioned conditions: (a) Reactive Graphics shall not be liable, whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation or otherwise for loss of profits; or loss of business, depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses (b) Reactive Graphic's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount agreed in the contract OR the price paid for the Services].

16. Materials
While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Company agrees not to hold Reactive Graphics responsible for any such loss or damage.

Reactive Graphics will not knowingly perform any actions to contravene these and the client also agrees to be so bound. All material supplied by the client shall remain the Company's property. The company warrants that such material belongs to the Company or has been properly licenced and that it does not breach any copyright laws or any other Laws or Regulations. ReactiveGraphics will not be held responsible for the physical content of any website produced on behalf of any client. Furthermore, ReactiveGraphics will not publish to any server on the Internet any site that contains adult material of a pornographic or offensive nature or child pornography. ReactiveGraphics will not be held liable for any product or service that is sold over any website that is published or designed by ReactiveGraphics. If faulty goods or services are exchanged, the liability will fall on the Company or persons who commissioned the build and/or publishing of the site concerned. The Company shall indemnify and keep ReactiveGraphics indemnified against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) which ReactiveGraphics may incur or suffer as a result of the breach of any of the provisions of this section.

17. Status of pre-contractual statements
Each of the parties acknowledges and agrees that in entering into this terms of supply it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the terms of supply.

18. Governing Law
This terms of supply shall be governed by and construed in accordance with the Law of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this terms of supply.

 > back to top