All artwork on this website is copyright protected and should not be reproduced at any time without permission.

All communications between Smile Design and Client shall be by telephone, email, or postal mail, except where agreed at our discretion.

Smile Design reserves the right to remove it's work for Client from the Internet if payments are not received.
Failure to make payments will result in websites being taken offline until full payment is received. Legal action will be taken where neccessary.

All websites and printed matter will remain the property of Smile Design until full payment is received.

New customers must pay a deposit before work can be progressed.

Smile Design will not be responsible for any jobs which have been outsourced. eg: Print, Signage. This is an issue for the customer and the supplier to resolve.


1.DEFINITIONS

The following terms and conditions document is a legal agreement between Smile Design and “Client” for the purposes of graphic design services. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

Developer is an Internet web design provider offering the Client graphical design, HTML, CSS, Javascript and other related computer programming languages.

2.ACCEPTANCE OF WORK

Quotations are valid for 7 days from date of issue.

Developer will carry out work only where a deposit has been paid by the Client for the work, unless otherwise agreed at Smile Design's discretion.

When the Client places an order with Smile Design. No contract for the supply of services exists between Client and Smile Design until SD sends an invoice to the Client for payment. The invoice equals acceptance by SD (or third party supplier) of Clients offer to purchase services from SD and this acceptance of work is a valid contract between Client and SD regardless of whether Client receives the invoice.

SD may withdraw from contract at any time prior to acceptance.

Additional work requested by the Client which is not specified in the agreed quotation is subject to an additional quotation by SD on receipt of specification. If the work is needed as part of an existing project then this may the effect timescale and overall delivery time of the project.

Client agrees to provide any needed information and content required by SD in good time to enable Developer to complete a design or web site work as part of an agreed project.

Any work is subject to a minimum charge of £25 except domain renewals.

3.PERMISSION AND COPYRIGHT

All pages, images, text and code on SD web site at http://www.smiledesign.co.uk is copyrighted material.

Client and any visitors to the web site at http://www.smiledesign.co.uk may not use any of the pages, images, text or code on the web site for use on Client's or visitors own web site or to create a web site, templates or Actinic templates without prior written permission from SD.

Copyright of the completed web designs, images, pages, code and source files created by Developer for the project shall be with the Client upon final payment. Without agreement or payment, ownership of designs and all code is with Smile Design.

These terms of use grant a non-exclusive limited license so that the Client can use the design on one web site on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Smile Design.

Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Smile Design.

Client hereby agrees that all media and content made available to SD for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend Developer from any claim or suit that may arise as a result of using the supplied media and content.

Client agrees that SD may include development credits and links within any code Developer designs, builds or amends. If Developer designs a web site for a Client then Client agrees that SD may include a development credit and link displayed on the Clients web site. If Developer builds or amends a web site for a Client then Client agrees that Developer may include a development credit and link displayed on the Clients web page, which may be within the code but not displayed on a web browser if requested by Client.

Client agrees that SD reserves the right to include any work done for the Client in a portfolio of work.

4.MATERIAL

Developer reserves the right to refuse to handle:
a) Any media which is unlawful or inappropriate;
b) Any media which contains a virus or hostile program;
c) Any media which constitutes harassment, racism, violence, obscenity, harmful intent or spamming
d) Any media which constitutes a criminal offence, infringes privacy or copyright

5.DOMAIN NAMES AND HOSTING

Smile Design can , but is not obliged to, offer domain name registration and hosting via a third party service.

The Client agrees that registration of a domain name does not provide endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. SD holds no liability and the Client hereby agrees to indemnify and hold harmless SD from any claim resulting from the Client's registration of a domain name.

Donain names are registered for the Client to Smile Design. The domain name can be registered in the Client's details for an additional fee of £25. The Client should be aware that a domain name is registered with a third party and as such the Client shall agree to fully abide by the terms and conditions set out by the third party for such services.

Client agrees to take all legal responsibility for use of third party domain name and hosting services and supplies truthful details to the third party services.

The Client agrees that information submitted for registration of Domain names is then available the general public via the Nominet Whois system. However, Clients that are using their web site for non-trading purposes may ask the third party registrar for their contact information not to be included in the Nominet Whois system.

The Client is liable to pay SD for any domain name registrations and the initial set up of the hosting if included as part of the web site build.

Any support relating to the domain name, hosting and email services are to be made between the Client and the third party service.

Although hosting is free, there may be future charges for domain hosting.

The Client agrees that if at any time their contact details including email address change, it is their responsibility to contact SD and update their contact details. Failure to do so may mean that renewal messages may be missed.

Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which SD requires to upload the web site if required as part of a project.

SD reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.

Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless SD from any claim resulting from the Client's publication of material and use of the domain name, hosting and email services.

Client agrees to take full responsibility for all usage of the email services and to fully abide by the terms and conditions set out by the third party for such services.

6. PROJECTS

Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. Developer agrees to try and match the design as closely as is possible when building the code.

During a website project it is important that Client communicates information to the Developer to achieve the required result.

If the Client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, Developer reserves the right to quote separately for these alterations. Examples of alterations include, but are not limited to:

Altering the design layout template which surrounds the centre content to the top, left, right and bottom of the page
Altering the logo
Altering layers, tables, data, graphics, images and text
Addition of a new table or layer to redesign the whole or part of a page
Altering colours and font styles
Changing the widths and heights of objects on the page
Altering the design and structure of navigational menus, links, buttons
Altering or adding new functionality to the page, navigation, Javascripts etc
For site builds the navigation will be hard coded as per the design. However if the navigation requires Javascript, drop down layers or other functionality which require further coding work this may be quoted for separately.

If the Client does not provide keywords information needed by SD, then SD will include it to it's best judgement.

Developer endeavours to create pages that can be crawled by search engine spiders. However, Developer gives no guarantee that the site will become listed with search engines. This is often achieved through various methods such as page layout, content and cross linking with other web sites. The Client may wish to enquire about specialist web marketing.

If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that SD can apply a nearest available alternative solution.

Developer at all times applies reasonable skill and care in provision of services.

On request, SD can create a copy of the web site on one CD to be posted to the Client on project completion, a small charge will be made to cover the cost of this.

Once the project is completed, Developer will upload the web site to the Client's live web address if included as part of a project.

After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then Developer reserves the right to quote for work to repair the web site.

Developer reserves the right to assign subcontractors in whole or as part of a project if needed.

Developer will keep a copy of the site and design source files when a web site project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.

All communications between SD and Client shall be by telephone, email, or postal mail, except where agreed at Developer's discretion.

8.ACCESSIBILITY & WEB STANDARDS

Smile Design shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer and Mozilla Firefox latest releases. New layouts are tested with older browsers to ensure as much compatibility as possible. Client agrees that Developer cannot guarantee correct functionality with all browser software across different operating systems.

Clients agree that after handover of files any updated software versions of the main browsers Internet Explorer and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, Developer reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes.

Client agrees that more advanced applications on a web site page may require a newer browser version or Plugin.

9.PAYMENT TERMS

Prices are subject to change without notice.

For any work Smile Design requires a deposit to be received in advance for the work being carried out and before handover of files, except where agreed at SD own discretion.

The Client chooses either to pay the full cost in one payment or split the cost into 2 payments to be agreed with Smile Design. Should the cost be split into 2 payments then the first half of the payment is to be received before work commences and the second payment to be received when requested by Developer half-way through the project before commencement of further work.

Once the final payment has been received and the work finished, the files will be handed over to the Client or uploaded if included as part of a project.

All prices are exempt of VAT.

Once an invoice is sent to the Client it must either be paid either by cheque made payable to "Smile Design" or bank transfer (Bank details will be supplied, or paid online via Paypal secure online payment using a major credit card.

All invoices must be paid in full within 7 days of the invoice date, except where agreed at Developer's own discretion.

Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.

Client may request that the Developer cancel a project in writing by email or postal mail to Smile Design and the project is cancelled only if Developer confirms work has not been started on the project. If SD has begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still obliged to pay Smile Design for the work that has been carried out.

All invoices are submitted by post or email except where required otherwise by regulations or agreed at Developer's discretion.

Smile Design reserves the right to remove it's work for Client from the Internet if payments are not received.

10.LIABILITY AND WARRANTY DISCLAIMER

Developer provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and it's contents, or fitness of services offered for a particular purpose. Developer cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

The Client agrees Developer is not liable for any bugs, performance issues or failure of their software.

Developer endeavours to provide a web site within given delivery timescales to the best of it's ability. However, the Client agrees that SD is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

The Client agrees SD is not liable for absence of service as a result of illness or holiday time. Developer has a third party associate who may be able to take on work should there be the need to.

The Client agrees SD is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from SD to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, Developer cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the Developer has created and the main browsers Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then Developer can correct these errors for the Client free of charge.

Should Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, SD reserves the right to cancel forthwith any projects and invoice Client for any work completed.

SD shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if SD has been advised of the possibility of such damages.

There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.

Developer may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. Developer reserves the right to quote for any updates as separate work. Client agrees Developer is not liable for any failure to inform or impliment these updates to their site. Client agrees that it shall defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or impliment these updates.

11.INDEMNIFICATION

Client agrees to use all Developer services and facilities at their own risk and agree to defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against SD or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.

Client also agrees to defend, indemnify and hold harmless SD against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

12.NONDISCLOSURE

Developer and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Smile Design to another party.

13.PRIVACY POLICY

Developer and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

14.INTERPRETATION

Smile Design reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

This agreement shall be governed by the laws of Scotland which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Any and all matters pursuant to this agreement are governed by Scottish Law and are under exclusive jurisdiction of the Scottish Courts.

Developer reserves the right to alter these Terms and Conditions at any time without prior notice.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

Updated 03/09/08.