BLUE STRAWBERRY ELEPHANT LIMITED
Terms & Conditions of Business
Blue Strawberry Elephant is a Limited Company Registered in England, UK Company Registration Number 5820563.
Blue Strawberry Elephant Limited, c/o Hebblethwaites Westbrook Court, 2 Sharrow Vale Rd, Sheffield S11 8YZ
Principal Trading Address and Studio:
Blue Strawberry Elephant Limited, Works 57, Chippinghouse Rd, Abbeydale Road, Sheffield S8 OZF
Bankers: Yorkshire Bank Plc.
Financial Advisors: Hebblethwaites Chartered Accountants
Terms & Conditions of Business:
These Terms & Conditions are applicable to all work carried out on behalf of the client regardless of the trading name or style used: The Company Name is Blue Strawberry Elephant Ltd often as a Brand Name shown as Blue Strawberry Elephant. A list of current copyrighted trading styles, product names and brands used in conjunction with the Company Name / Brand Name is available on request.
Blue Strawberry Elephant trade on the trust and the goodwill of our Clients and Suppliers, but to protect all parties the following terms and conditions will apply to all transactions and contracts unless otherwise varied in writing specifically for an individual contract or project.
Following the completion of an individual agreed contract or project these terms and conditions will be applied to any further work carried out for the same client and / or any work carried out simultaneously to but not included in the varied contract.
By placing an order with Blue Strawberry Elephant the client accepts that these terms and conditions or any variation agreed take precedence over any terms and conditions of purchase or any other general or specific purchase policy the client may have published in the public domain.
Likewise these Terms and Conditions will take precedence over Terms and Conditions of Purchase stipulated on the Clients Order Form, which will in any case be regarded as void if they are in conflict with the following Terms and Conditions.
These terms and conditions apply to all goods and/or services ordered or agreed by the Client (Limited Company, Limited Liability Partnership, Sole Trader, Partnership, School, Academy, Person, Charity, Organisation or body) from Blue Strawberry Elephant Ltd by any form of electronic, hard copy or verbal order.
Where Blue Strawberry Elephant Ltd have presented the Client with a digital or printed proposal, this becomes the detail of the order, covering the scope of the work agreed, deadlines, fees payable etc: Blue Strawberry Elephant Ltd reserve the right to charge appropriately at the published hourly rate for any additional work requested by the client over and above the original scope of work agreed and / or any variation of the work requested will replace work specified if the fees agreed are for a fixed amount.
Blue Strawberry Elephant Ltd. reserves the right to modify these Terms & Conditions at any time, effective upon posting of an updated version of this agreement on our website (www.bluestrawberryelephant.com).
Continued use of our services after such changes shall constitute your consent to such changes.
Acceptance of Conditions:
By placing an order, as outlined above, with Blue Strawberry Elephant Ltd. you confirm acceptance of these terms and conditions.
Survival of Conditions:
Following completion of the work ordered Blue Strawberry Elephant Ltd are the continuing owners of all copyright and intellectual property vested in the work provided. This is always discussed at a first pre-contract meeting.
If an arrangement to assign copyright has been made, and that assignment has been completed as a valid transaction, (giving the client ownership of copyright and intellectual property) Blue Strawberry Elephant Ltd reserve the right to object to any use of the work that will show Blue Strawberry Elephant in a bad light or negatively affect Blue Strawberry Elephant Ltd’s reputation, as laid out in the Copyright and Patents Act 1988 (Moral Rights)
Blue Strawberry Elephant Ltd will not be a party to any Deed of Assignment or Contract that dismisses or overrides these Moral Rights.
An example copy of the Blue Strawberry Elephant Ltd Standard Deed of Assignment is available on request.
Full payment for the total Invoice amount (including VAT where applicable) is due on the day it is presented which will be on completion of the work ordered or fully at the end of each calendar month, or partially at the end of each calendar month if the job or project is ongoing or on approval of costing’s, approval of style sheets, approval of artwork, however notified in the initial proposal.
Expenses and Additional Costs:
Blue Strawberry Elephant Ltd reserve the right to charge out expenses and additional costs, arising from additions, substantive changes and amendments to designs and artworks made by the Client to the original order, on top of any previous quoted fee.
Third Party costs, materials, prints and proofs, postage and packing, software themes and plugins will be added to invoices as a separate cost which may attract a handling or management fee at the sole discretion of Blue Strawberry Elephant Ltd.
Blue Strawberry Elephant Ltd being a time-based business starts to incur costs immediately work commences. Credit is therefore restricted to the cost of hours spent from commencement of work to the date of invoice (as outlined above). Other arrangements can be negotiated including, stage payments, deposits and equal payments over the period of the project. To allow for administration of recording and paying invoices the client may take 7 to 10 working days from the date of invoice to make payment without incurring interest or penalties. Details of interest and penalties are available on request.
Blue Strawberry Elephant Ltd will undertake commercially reasonable efforts to perform the services within the deadlines agreed within the project timeline or varied contract, but cannot be held responsible for any loss or damages, resulting from unavoidable delays or the client not providing required information in a timely fashion.
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
- The co-ordination of any decision making with parties other than
Blue Strawberry Elephant Ltd.
- Provide content, including copy, photography, illustrations etc. in a form suitable for reproduction or inclusion in the commission without further preparation, unless expressed otherwise in the order / proposal.
- That designs, advertisements, copy and images supplied by the Client comply with current legislation and conform to the provisions of the British code of Advertising Practice and with the Business Advertisements (Disclosure) Order 1997 and the Trade Descriptions Act 1968.
- And regarding proof reading; in the event the Client approves the work, but errors such as, but not limited to, typographic errors or misspellings, remain in the finished product, the Client shall be charged the full amount of the work and incur any additional costs of correcting such errors.
- Any data provided by the Client must meet industry standards; Blue Strawberry Elephant Ltd will not be liable for any data provided.
Trademarks & Copyrights:
The client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork supplied for inclusion are rightfully owned by the Client, or that the Client has explicit permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Blue Strawberry Elephant Ltd. from any claim or suit arising from the use of such elements supplied by the Client.
Blue Strawberry Elephant Ltd will not use Client data for other purposes other than those agreed with the Client, in compliance with the Data Protection Act 1998.
Accreditation and Promotions:
Blue Strawberry Elephant Ltd retain the right to reproduce, publish and display completed work appearing in the public domain in Blue Strawberry Elephant Ltd portfolios, and promotional material however transmitted. The Client agrees that Blue Strawberry Elephant Ltd may refer to the Client and the Services provided to the client and reproduce the Client’s logo(s) and written testimonials in connection with its marketing and promotional activities to third parties. Either party, subject to the other’s reasonable approval, may describe it’s role in relation to the work, and if applicable, the services provided on its Website and in other promotional material, and if not expressly objected to, include a link to the other party’s Website.
Although Blue Strawberry Elephant Ltd endeavour to carry out all work to the highest standards of professionalism and care, it hereby excludes itself, its employees and any work finalised from:
- All and any liability for loss or damage caused by any inaccuracy; omission; delay or error, whether the result of negligence or other cause in the production of designs, artworks for print, interactive media, or in any form.
- All and any liability for loss or damage to Clients artwork / photos / products supplied for use in the work, immaterial whether the loss or damage results from negligence or otherwise.
- In no event will Blue Strawberry Elephant Ltd. or its subcontractors be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control; including but not limited to ‘acts of God’, strikes, lock outs, accidents, war, fire, power failures, breakdown of plant or machinery or shortage or unavailability of materials due to delays or shortages at the source of supply, and Blue Strawberry Elephant Ltd shall be entitled to a reasonable extension of its obligation.
Prior to cancellation of any work or project by a Client, Blue Strawberry Elephant Ltd. shall be given time (10 days) to remedy any dissatisfaction by the Client or breach of the order. Cancellations of work must be made in writing within 3 days of viewing designs or artwork, and will be subject to a charge based on Blue Strawberry Elephant Ltd hourly rate of £85 per hour (or any other hourly rate agreed at the time of order, or from which an overall price has been derived and agreed). If expenses have been incurred in respect of additional third parties including but not limited to: freelance design and artwork, copywriting, commissioned illustrations and photography, stock photography, software, domain name registration, web space and internet connection, they will be subject to payment by the Client. Where possible third party products will not be purchased until the design has been approved.
Intellectual Property Rights:
All creative works, documents, designs, source files and final ‘artworks’ (for both printed and web use) created by Blue Strawberry Elephant Ltd. remain the sole Intellectual Property of Blue Strawberry Elephant Ltd. and are copyright protected, and cannot be reproduced without our written consent. Should the Client become insolvent, sell or transfer ownership, Blue Strawberry Elephant Ltd maintains their Intellectual Property Rights over all works commissioned, unless assigned by the mutual agreement of Blue Strawberry Elephant Ltd and the Client. The placing of an order by the client to another third party / person or agency, constitutes a guarantee that the necessary authority and permission has been obtained from Blue Strawberry Elephant Ltd in respect of the creative works, documents, designs, source files and final ‘artworks’ for a single, specified use. The client must indemnify Blue Strawberry Elephant Ltd in respect of all actions, proceedings, costs demands and claims arising from any such breaches.
Blue Strawberry Elephant Ltd, being experts in what we do, attract clients in similar fields, sometimes competitive fields to our existing clients. While we offer expertise and ensure confidentiality and cost effective design and marketing solutions we cannot give exclusivity free of compensatory arrangement, unless a previously agreed written contract has been accepted as exclusive for a defined contract period by Blue Strawberry Elephant Ltd.
Early Termination of Contracts:
Unless otherwise agreed in writing, either party is entitled to terminate a contract at any time by giving no less than 3 months written notice. Such notice to be confirmed as received before the notice period is deemed to have commenced. If the Client terminates their contract Blue Strawberry Elephant Ltd shall be entitled to invoice the Client for the balance (if any) of work completed, allocated or scheduled to be carried out within the three month notice period or thereafter if the work was scheduled to carry on after the three month period plus costs incurred by Blue Strawberry Elephant Ltd, in such circumstances or to the end of the original agreed contract period whichever is less.
These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of England.
Web & Interactive Projects
Legal Requirements for the Web:
Blue Strawberry Elephant Ltd adhere to W3C standards and accessibility requirements for website builds whenever and wherever possible.
Blue Strawberry Elephant Ltd. reserves the right to assign other web designers, programmers or subcontractors to a project.
Blue Strawberry Elephant Ltd. will endeavour to make sure downtime on the web or other interactive solutions is kept to a minimum, based on industry standards, and cannot be held accountable or responsible for any loss of potential revenue resulting from such occasions. If and when needed, Blue Strawberry Elephant Ltd can recommend partnerships with third parties, such as hosting companies, payment providers etc.
Details of the prevailing deals available on request.
Website Maintenance / Updates:
Requests for maintenance and updates are to be made in writing by the Client via email and are completed at our hourly tariff rate prevalent at the time.
Interactive Limitations and Liability:
Blue Strawberry Elephant Ltd can make no representations, warranties or guarantees in respect of a Client’s Internet marketing program, its functionality, performance or results. We cannot guarantee success by optimizing a website or undertaking an online campaign. We make no guarantees that any specific search engine will accept or list the Client’s Web site, and can take no responsibility for misrepresentation of the Client’s company by a third party.
Blue Strawberry Elephant Ltd use Google Analytics to produce website statistics. Blue Strawberry Elephant Ltd will set up Google Analytics in an existing Google account or set up a new account as required by the Client. Statistical reports will be supplied with prior agreement as part of a specific job or Maintenance Agreement. Otherwise report generation and analysis / feedback will be charged at the hourly tariff rate prevalent at the time.
Blue Strawberry Elephant Ltd may use trusted email marketing software for the purpose of sending emails to ‘opt in’ data lists only, such work designed to be sent by email or otherwise via any Internet delivery system is approved by the Client and the client guarantees any data used or purchased by the Client from third party data is both “opt in” and not in breach of any regulations.
Where Blue Strawberry Elephant Ltd use third party software for an e-commerce solution, Blue Strawberry Elephant Ltd cannot be held accountable or responsible for any loss of potential revenue resulting from any software failure and are subject to their terms and conditions. For payment transactions, the client is solely responsible for all aspects of security, confidentiality and data control as agreed between them and their payment provider.
Content Managed System (CMS) Websites:
Blue Strawberry Elephant Ltd may use a number of software technologies for their CMS solutions, based on the Clients requirements. Once the Client’s CMS website has been uploaded to a live server and deemed ‘complete’ that is to say fully functioning even if the Clients own information, text, images and products are still to be added, it is then the Client’s own responsibility to undertake website maintenance and updates, unless otherwise agreed in writing.
Software Technology Providers Terms & Conditions:
Where necessary Blue Strawberry Elephant Ltd. will work with third party Software Technology Providers, with the mutual agreement of the Client. Many of these third party Software Technology Providers have their own set of Terms & Conditions and it is the responsibility of the Client to make sure they are compliant with these for the duration of the work.
Blue Strawberry Elephant Ltd. rely on third party ISPs for their website hosting and these services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Blue Strawberry Elephant Ltd. is not responsible for any delays, delivery failures or other damage resulting from such problems.
Any queries regarding these Terms and Conditions should be sent in writing to firstname.lastname@example.org you can also ask questions without prejudice by telephone on 0114 255 9993.