Terms & Conditions of Business

CONFIRMATION/ACCEPTANCE
The commission and brief of work shall be confirmed and agreed in writing with the client before proceeding with the project. Quotations are valid for 30 days from issue date and are exclusive of VAT or other statutory additions.

VAT
designbase is VAT registered in the UK
Registration No. 793 8620 84

MODIFICATIONS
No liability whatsoever shall be accepted for modifications or alterations to our work or recommendations which are not carried out by ourselves or under our supervision.

ALTERATIONS
If an alteration is made to the brief or an approved piece of work, necessitated by changes in the clients instructions or any other cause beyond our reasonable control, then we are entitled to make an additional charge for extra work on an hourly basis, which shall have been notified to the client in advance, or for mutually agreed additional fees.

RUSHED WORK
We are entitled to make an additional charge for any work required in advance of an agreed timetable or for any agreed shortening of the contract period.

PAYMENT
All fees and expenses shall be paid within 14 days following submission of our account or invoice. Fees may be invoiced at the end of each month for work carried out during that month or at set stages agreed in advance. Fees shall be subject to statutory additions where applicable. We reserve the right to charge interest on late payments in accordance with the Late Payment of Commercial Debts [Interest] Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

COSTS AND EXPENSES
In addition to fees as referred to in the payment clause above, we shall be reimbursed in full when invoiced for purchases and expenses incurred during the project. Out of pocket expenses will be charged at cost. External purchases and services purchased from a third party will be subject to an additional 15% handling charge. All such costs and expenses shall be agreed and confirmed in writing with the client.

DESIGN CREDITS
We shall be entitled to claim authorship and moral rights for design work for which we have been responsible when the work has been published (i.e. is in the public domain) or is no longer confidential or otherwise with the agreement of the client.

END USER LICENSE AGREEMENTS (EULA)
Where products or services are offered subject to acceptance of an End User License Agreement, that agreement shall form part of these Terms and Conditions.

THIRD PARTY SERVICE PROVIDERS
Whilst designbase may assist in the selection of, or liaise with through the project, a third party Internet Service Provider, no responsibility can be taken for their performance or long term suitability for purpose. It is the final responsibility of the client to ensure adequate server provision. Where the client requires direct access to their own database through the Internet they will be entirely responsible for providing all the necessary hardware and software requirements to do so. designbase services may include registering web sites with search engine or other third-party listing services. Whilst every reasonable effort will be made to ensure an effective registration, designbase can make no guarantee on the acceptance of entries onto these third-party services, or their ultimate positioning in any ranked results.

COPYRIGHT
Copyright and design rights, except for products or services subject to an End User License Agreement (EULA), will be assigned to the client when the project is complete and all fees, costs and expenses for the work have been paid in full. Until that time all work prepared by us shall remain our property at all times, in accordance with the UK Copyright, Designs and Patents Act 1988.

CONFIDENTIALITY
All material and information supplied by the client during the project shall remain confidential and will only be used for that project. At the end of the project and after all fees, costs and expenses for the work have been paid in full, all material passed to us, together with all or any copies will be returned to the client.

TERMINATION OF AGREEMENT
Any agreement between us and the client shall terminate if (a) either party commits a persistent or material breach of it, and fails to remedy the breach within fourteen days of receiving written notification from the other party specifying the breach and requiring its remedy, (b) if the client commits any act of bankruptcy or commences any proceeding of winding up (other than for the purposes of amalgamation or reconstruction) of if an Administrator, Receiver or Liquidator is appointed for the whole or any part of the business of the client. On termination or postponement of the commission, or any part of it, for any reason, we shall be entitled to full remuneration for the work completed to date, together with all expenses, and shall retain the intellectual property rights, even if the fee agreed in advance for the work had included assignment of copyright upon completion of the project.

EXCLUSIVITY
We do not work exclusively for a client in a particular area or sector unless a specific written agreement has been negotiated and a retainer fee paid.

COMPLETION
We will make every reasonable effort to comply with specified completion dates, however dates specified are estimates only and are not guaranteed. Delays in completion do not entitle the client to rescind the contract or to any reduction in the agreed fees.

INDEMNITY (THIRD PARTY CLAIMS)
It is the final responsibility of the client that all of our work is checked and approved for any necessary statutory approvals, standards or compatibility with the client's and the client's customers systems. designbase specifically disclaims any implied warranties of merchantability and fitness for a particular purpose. In no event will designbase be liable for any damages, including but not limited to, any lost profits, lost savings or any incidental or consequential damages, whether resulting from impaired or lost data, software or computer failure or any other cause, or for any other claim by the client or for any third party claim.

INDEMNITY (PATENTS ETC.)
We will take all reasonable care to provide original work. It is the final responsibility of the client to ensure that work is not an infringement of third party intellectual property rights.

CHANGES TO THESE TERMS
designbase may, from time to time, make changes to these terms and conditions at its sole discretion. The current terms and conditions are those displayed on the designbase web site.

JURISDICTION
This contract is governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts in any dispute which may arise concerning the contract.