| Terms of Service |
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Definitions “Agreement”: shall refer to the below Terms of Service “Company”: shall mean 2020 Vision having its registered office at “Work(s)”: shall include all Customer related graphic works including but not limited to artwork, designs, specifications, web materials in all formats whosoever presented. “Works Contract”: is the Contract for services formed between the Company and the Customer and is the Contract upon which the Customer has engaged the Company for the performance of Works. All work shall be carried out by the Company on the understanding that the Customer has agreed to the following Agreement. Copyright is retained by the Company on all design work including artwork, designs, words, pictures, ideas, visuals and illustrations unless specifically released in writing and only after all costs have been settled can a copyright assignment be mutually agreed between the parties. 1. General Project Acceptance At the time of proposal, the Company will provide the customer with a written estimate or quotation. The following Agreement will be enclosed. A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to the Company. Alternatively, the Customer may send an official order in reply to the estimate or quotation which binds the Customer to accept the Company’s’ Agreement. No work on a project will commence until either document has been received by the Company. Design Charges Charges for design services to be provided by the Company will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer's signed acceptance of this estimate or quotation, indicating acceptance of the Agreement, a non-refundable deposit of 10% of the quoted fee will become immediately due. Payment Upon completion of Works and approval of same by the Customer an invoice will issue to the Customer. Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 2% per month of the outstanding amount. Payments may be made by cash, cheque, or (for overseas customers), Euro International Money Order or previously agreed electronic funds transfer. Publication and/or release of work done by the Company on behalf of the Customer, may not take place before cleared funds have been received. 1.3.1 Default An account shall be considered in default if it remains unpaid for 90 days from the date of invoice, or following a returned cheque. The Company shall be considered entitled to remove the Company’s and/or the customer's material from any and all computer systems or withhold delivery of any pending Works or cease any print of pending Works being undertaken, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the customer of its obligation to pay the due amount. Customers whose accounts become in default undertake to pay the Company reasonable legal expenses and third party collection agency fees in the enforcement of this Agreement. Agent The Customer will nominate one person to act as the Customer agent for consultation purposes on the Works the subject matter of the Contract, Instructions received from the said nominated person will be deemed to be the instructions of the Customer for the purposes of the Works Contract. 2. Copyrights and Trademarks By supplying designs, text, images and other data to the Company whether 3rd party or otherwise for inclusion in the customer's website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner. Any artwork, designs, images, or text supplied and/or designed by the Company on behalf of the customer, will remain the property of the Company and/or its suppliers until such time as monies are discharged. The customer may request in writing from the Company, the necessary permission to use materials (for which the Company holds the copyright) in forms other than for which it was originally supplied, and the Company may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, designs, images, text, or other data to be used. Upon full and final settlement of all outstanding monies and fees associated with the Works, the Company shall automatically grant by assignment all Copyright rights to the Customer. By supplying images, text, or any other data to the Company, the customer grants the Company permission to use this material freely in the pursuit of the design. The Company reserves the right to display Works for publicity and brochure use in Company promotional materials including but not limited the Company Website, trade exhibitions and Company advertisements. 2.1 Copyright Indemnity Should the Company, or the customer supply a design, image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow the Company to remove and/or replace the file on the site. The customer agrees to fully indemnify and hold the Company free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permission. 3. Alterations The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The customer also agrees that the Company holds no responsibility for any amendments made by any third party, before or after a design is published. 4. Data Formats The Customer agrees to the Company’s definition of acceptable means of supplying data to the Company. Text is to be supplied to the Company in electronic format as a .pdf, standard text (.txt), MS Word (.doc), CD/DVD-ROM, or via e-mail. Images which are supplied in an electronic format are to be provided in a format as prescribed by the Company via .pdf, CD/DVD-ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and the Company will not be held responsible for any image quality which the Customer later deems to be unacceptable. The Company cannot be held responsible for the quality of any images which the Customer wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services. 4.1 Customer Files All Works completed and fully paid for by the Customer shall be retained for a period of 10 years from the date of creation. All Customer files shall be stored as completed artwork. The individual elements of the Works SHALL NOT be retained including but not limited to Works artwork, images, designs and specifications’. 4.2 Rights of Access for Website Construction In the event that the Works involve website construction the Customer agrees to allow the Company all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow the Company access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with this Agreement. In the event that the Company is engaging in the provision of on-going updates and/or maintenance to Works involving websites, the customer agrees to allow the Company access to any computer systems, usernames and passwords required to remove data and/or update Works, Content and/or sites for the purpose of the completion of such Works. The customer agrees to supply the Company with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner. 5. Customer Content Policy The Customer is responsible for and shall own all rights in all content displayed within the Works, provided that such content has been provided by the Customer or by any person that the Customer so nominates. However, the Company reserves the right to take any action with respect to the Customer’s content if the content infringes any of the terms of this service agreement or is deemed by the Company’s personnel to be offensive, discriminatory and/or of a sexual/adult content. Customer content shall not: (a) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (c) shall not discriminate, victimize or harass on the grounds of gender, marital status, family status, sexual orientation, religious belief, age, disability, race, color, nationality, ethnic or national origin (d) shall not bully, hassle or harass other (e) shall not contain language or material that is likely to be considered abusive, offensive or inflammatory by others (f) shall not be obscene, contain pornography of any type, or contain child pornography; and (g) shall not contain any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 6. Cancellation The Company requires formal notification of any intended Works Cancellation in writing to the Company's registered address. The Customer will then be invoiced for all work completed. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by The Company within 14 days of such instruction being issued, will be liable for the full quoted cost of the project. 7. LIMITATION OF LIABILITY NEITHER THE COMPANY NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO BRAND AND CORPORATE IDENTITY, DAMAGES FOR TRADEMARK VIOLATION, PASSING OFF, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE APPLICATION OF, OR INABILITY TO APPLY, THE WORKS AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE COMPANY’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF €500 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT. Governing Law The aforementioned Terms of Service shall be governed in all respects by the laws of the Republic of Ireland. Both parties submit to jurisdiction of Ireland and further agree that any cause of action arising under this Agreement shall be brought in a court in Ireland. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Force Majeure Every effort will be made to carry out the Contract but its cancellation is subject to cancellation by the Company or to such variation as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any act of god, war, strike, lockout or other labour dispute, fire, flood, drought, legislation or other cause (whether of the foregoing class or not) beyond the Company’s Control. Master Copy This Agreement supersedes any previous Agreement distributed in any form. The Company reserves the right to change any rates and any of the Agreement at any time and without prior notice. Acceptance of Quotation and Agreement The placement of an order for design and/or any other services offered by the Company and validated by the customer's signature on the estimate or quotation form, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Agreement and forms a Contract for Business between the signatory the Company |