Business Terms

We offer a friendly service and professional development for your website or application project. All projects are broken into phases allowing sign off for the initial concepts, designs and production throughout the project lifecycle.

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Definitions:

"The Company" is AV Digital Media Ltd.

"The Client" is the Organization/Party or Person representing the Organization with whom The Company contracts.

"SOW" is the Statement of Work

"VAT is Value Added Tax

Terms

1.1 Where applicable all costings and prices for services rendered by The Company are subject (if applicable) to VAT, the rate at which is defined by the prevalent value at the time of invoice.

1.2 All estimated prices quoted, whether verbal or in written form, are for the services listed on our web site, additional services required to complete a project will be estimated, such as couriers and deliveries of digital material and charged accordingly.

1.3 Acceptance of the Statement of Work will need to be returned to The Company and the designated deposit paid in full before work can commence on any project, be it technical, training or consulting and where the project requires additional services not outlined in the SOW, a revision extension would need to be agreed and returned to The Company before the supplementary services will be carried out.

1.4 Work is billed at the agreed rates as stated in the SOW, this may be hourly, daily or weekly.

1.5 All estimates are based on expected or agreed design and development time, this will include a set number of iterations and amendments as defined in the SOW, if additional changes are required by client and extended SOW would need to be created detailing the additional work to be carried out and any costing involved.

1.6 In the event there is a change of specifications and or the product brief, The Company will inform The Client in advance of any extra costs likely to be incurred.

1.7 Projects and other services are planned to an agreed schedule. Failure to adhere to this schedule by The Client may result in compromising the final delivery deadlines. The Company will advise the Client as soon as this becomes evident and will suggest an alternative solution where feasible. This may or may not incur additional costs.

1.8 It is The Clients’ responsibility to review any deliveries by The Company within 3 days of receipt, all development plans accommodate supplementary review periods. Failure to review and provide feedback on deliveries within this expected period may cause delays in production and incur penalties for Project rescheduling.

1.9 Every effort will be made to achieve the agreed delivery dates, The Company however cannot accept liability or be held financially responsible for any deadlines being missed for delivery of any work which is outside of The Company’s control.

1.10 The Company reserves the right to suspend any project due to failed client deliveries or payments for development stages. The Client will be notified of the suspension and offered a 30 day period to rectify any pertained issues.

1.11 The Company reserves the right to terminate any project after the 30 day grace period for projects under suspension if the customer fails to make provisions, supply information or contact AV Digital Media Ltd. to make arrangements for delivery of required information or payments.

1.12 New Clients that do not have a prior relationship with The Company may be requested to pay for the project in full or in part plus any VAT. For any invoices generated The Company must receive full payment no later than 14 days after the invoice generation date. The Company reserves the right to make a surcharge of 3.5% per month interest to accounts that are not paid by the required deadline. Any Client credit scoring and screening may affect any credit arrangements available with The Company.

2.0 Once the Client has agreed to The Company’s current Terms and Conditions and the SOW has been returned along with the required deposit, AV Digital Media Ltd. shall invoice the varied project stages based on the elements defined in the SOW once the stage has been completed unless alternate terms have been agreed with The Client.

2.1 In the event a project is delayed or put on hold by The Client, AV Digital Media Ltd. reserves the right to invoice for any disbursements for part works carried out including third party costs incurred on a project.

2.2 AV Digital Media Ltd. will hold any supplied files, originals and materials for a period of up to 12 months. Resumption of works on the project would be completed according to the original schedule of costs so long as the project specification remained unaltered.

2.3 Disbursements on behalf of any client may result in a request for payment in advance from the Client.

2.4 All creative and programmatic work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property – physically, intellectually and in copyright, of AV Digital Media Ltd. until full payment has been made by the Client to clear the balance on their account.

2.5 Once final proofs/materials have been signed off, the Company cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.

2.6 The Client is responsible for ensuring that all materials (including, but not limited to images, diagrams, logos, videos, audio, graphics, data, as well as intellectual property in other media) supplied to AV Digital Media Ltd. by the Client will have the relevant copyrights, licenses and permissions for use in the commissioned project. AV Digital Media Ltd. will not accept responsibility/liability for infringements caused by supplied materials that lack these permissions.

2.7 The Company reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the Client. Any outsourced job remains the property/responsibility of the company and such services are deemed to be carried out “indirectly” by AV Digital Media Ltd.

2.8 Where projects involve 3rd parties commissioned directly by the client, the Company will not be held responsible in any way for services not carried out/managed directly or indirectly by the Company.

2.9 Advice of any loss, quality or damage issues must be reported to the Company within five clear working days of delivery and receipt (whether printed or digital) and any claim in respect thereof must be made in writing to the Company within 3 working days thereafter. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.

3.0 In the event of any bona fide dispute or difference arising between the parties in connection with the SOW (excluding any dispute relating to non-payment of the Charges, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith or by mediation. It is the responsibility of the Client to inform the Company immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, and deadline), without such information, no disputes will be entered into.

3.1 Whilst taking every care to protect all media and correspondence supplied, AV Digital Media Ltd. cannot accept liability or be held responsible financially or otherwise for any loss. Disputes will not be entered into.

3.2 AV Digital Media Ltd. cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided unless previously agreed with the Client with statements to the fact outlined in the SOW. Therefore the Company will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strapline, colour usage, image style and content, product or otherwise.

3.3 It remains the Client’s responsibility to seek copyright protection if desired for any creative/intellectual property provided to the Client by the Company unless previously agreed with the Company and outlined in the SOW.

3.4 The Client has the right to cancel the project at any point through the design, development, training or consulting stages, but the Client will be invoiced an amount that AV Digital Media Ltd. judges to be proportional to the amount of work completed on the contract and in accordance with the pricing outlined in the SOW. Further compensatory charges for booked design, development, training and consulting time or any other supply costs will be accruing.

3.5 The Company reserves the right to the addition of our Company credit on all digital projects unless instructed otherwise by the Client and, to the use for self-promotion and marketing any work carried out for the Client.

3.6 The Company reserves the right to use both initial creative concepts and final approved design work for the purposes of the Company’s marketing activities (both online and offline) unless otherwise requested/agreed with the Client.

3.7 The Company exacts that where outsourcing staff are supplied for any reason, be it technical, consulting or training, these representatives of AV Digital Media shall act in a professional manor at all times and liaise with personal in a polite and friendly manner.

3.8 Where support staff are offered by the Company to the Client, it is the Clients responsibility to ensure that any AV Digital Media Ltd. personnel are treated in a professional manor, it is the obligation of the Client to ensure that all internal staff dealing with AV Digital Media Ltd. personnel do not infringe upon our Staffs personal liberties, are spoken to and communicated with in a courteous manor.

3.9 Where the Company provides any support staff to work from the Client premises and place of work, it is the responsibility of the Client to ensure that any Corporate or Health and Safety regulations are supplied to AV Digital Media Ltd. prior to the support staff arriving at the Client premises, AV Digital Media will not supply nor allow any member of the Company team to visit for extended periods to any Client establishment without full disclosure of the required information.

4.0 As appropriate the Company will ensure that all support staff required for on-site work at the Client premises will have in place any necessary public liability insurance.

4.1 Where the services involve the training of personnel supplied by the Client, AV Digital Media will accept no responsibility in the event the staff members fail to grasp the concepts being taught, it is the responsibility of the Client to ensure that their staff adhere to the methods and standards AV Digital Media Ltd. trainers will propose.

4.2 If the Company provides consulting services to the Client, AV Digital Media Ltd. will always adopt a thorough investigatory approach to any consultation and analysis provided to the Client. The Company will not be held responsible.

4.3 Terms and Conditions may be changed at any time without prior notice to its clients. Notification will be sent to all clients at the time of the Terms and Conditions alterations.

4.4 The company shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock out, Strike by employee’s in contemplation of furtherance of dispute or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Customer may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery when available.

4.5 AV Digital Media Ltd. will have a lien over any product, data or materials if all payments due from The Client have not been paid and cleared in full within 14 days from the date of the invoice. We reserve the right to withhold supply of goods.

4.6 The Client is agreeing fully to The Company’s trading Terms and Conditions by commissioning our services and entering into an SOW with the Company and making any deposit payment.

Proprietary Technology

5.0 The Company is a pioneer in application development frameworks and as such maintains proprietary production frameworks, libraries and utilities which may or may not be used in our development projects.

5.1 All proprietary frameworks are deployed to a project applications and websites for use only on these delivered products, unless otherwise agreed with the client the code source for these proprietary technologies is not made public or is delivered to The Client and will be supplied in an obfuscated optimized format.

5.2 Proprietary applications developed by The Company are subject to Copyright laws and remain the property of AV Digital Media Ltd. without limitations. These include AIM Unit, Composa and Impela and other application created by The Company.

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Date Updated: 8th January 2017