Consultancy & Corporate Branding Design

Important Information

Please read this page and document carefully, as it sets out our and your legal rights and obligations in relation to the services we provide.

Making It Fair

Our Terms & Conditions Agreement ensures that we provide the best quality service for your business.

Latest Edition

Our latest edition of our Terms & Conditions Agreement is May, 2018. You can view/download the document below.

By using this website you agree to do so with the following rules in mind.

a. Unauthorised reproduction of the site in all or part of its form is not permissible.

b. Project Portal – You will not upload any graphic or offensive image as your avatar. Doing so will result in a ban and a temporary loss of services.

As defined in the contract, any agreement will be between Azzurri Designs Ltd and the respected client. Both parties will require signatures on the Letter of Agreement.

The Letter of Agreement will be tailored and will describe the requirements from the client and the tasks involved to achieve the results.

This will be known as Project Brief and Project Proposal.

  • [1st SIGN OFF] shall refer to the PROJECT BRIEF sign off by the client.
  • [2nd SIGN OFF] shall refer to the PROJECT PROPOSAL sign off by the client.
  • [3rd SIGN OFF] shall refer to sign off by the client for any mock-ups that the client has chosen for further design and development. This can refer to more than one item. Multiple signatures will be required for multiple items of artwork.
  • [4th SIGN OFF] or [FIRST DRAFT] shall refer to sign off by the client for any first draft finished artwork or product awaiting feedback. This can refer to more than one item. Multiple signatures will be required for multiple items of artwork.
  • [5th SIGN OFF] shall refer to the final signature for accepting any finished artwork.
  • [AGREEMENT] shall mean the legal contract between AZZURRI DESIGNS LTD and the client in Section 2.
  • [ARTWORK] shall refer to either digital artwork in AI, PDF, JPG, PNG and web design and development.
  • [BRIEF] shall mean the brief or original requirements from the client see Section 4
  • [COMMENCE DATE / EFFECTIVE DATE] shall mean project start date in the Section 3.
  • [CLIENT] or [CLIENTS NAME] or [YOU] shall refer to the client in Section 2
  • [DEVELOPER] or [DESIGNER] or [WE] or [US] always refers to AZZURRI DESIGNS LTD.
  • [DELIVERABLES] or [END PRODUCT] shall refer to the final product.
  • [PARTIES] shall mean AZZURRI DESIGNS LTD & the client and/or any other company.
  • [PROJECT] or [PROJECT SCOPE] or [PROJECT PROPOSAL] shall mean the clients brief in relation to the services we are carrying out.
  • [SERVICE] or [SERVICES] shall mean the tasks carried out by AZZURRI DESIGNS LTD fulfilling the project summary in Section 5.

9.1 WEB DESIGN. AZZURRI DESIGNS LTD will create mock ups based on the client’s requirements and preferences set out in the PROJECT BRIEF provided by the customer/client.

  1. We will aim to match the [PROJECT BRIEF] as best as possible. There may be at times slight variants from the design(s) to the finished end product as the design will have to be coded and such browser issues, or rendering may cause a slight variation. The final proposed design will require client sign off and review (FIRST SIGN OFF) before any development or progress can begin. Our designs will predominantly be an illustration of the final end product.
  2. The design(s) will be in accordance to the [PROJECT BRIEF] and [PROJECT PROPOSAL] set in above sections.
  3. The final design of any artwork will require client sign off before any further development can begin or passed over to the client.
  4. If there is a request to change the design after the initial design(s) in the [PROJECT PROPOSAL] has been signed off, then we can provide 3 further mock ups. Additional design options will be chargeable. Minor changes such as colours, fonts, imagery and minor CSS will not be chargeable.

E The client may not modify any final design that has been signed off without our consent and any changes will result in additional charges and may delay the deadline for project completion.

  1. Feedback. The client will have plenty of opportunities to review our work and provide feedback (set out in the MEETING & REVIEW section).

9.2 ARTWORK. AZZURRI DESIGNS LTD will create mock ups based on the client’s requirements and preferences set out in the [PROJECT BRIEF] provided by the customer/client.

  1. We will aim to match the [PROJECT BRIEF] as best as possible. There may be at times slight variants from the design(s) to the finished end product. Variation will occur if AZZURRI DESIGNS LTD recommends an improvement to layout, responsiveness or workflow of the product or design provided to the client. The final proposed design will require client sign off and review before any further artwork or progress can begin. Our initial design, presented in our PROJECT PROPOSAL, will predominantly be a static illustration of the final end product.
  2. The design(s) will be in accordance to the [PROJECT BRIEF] and [PROJECT PROPOSAL] set in above sections.
  3. The final design of any artwork will require client sign off before any further development can begin or passed over to the client. We will only carry out 3 full design layout changes, additional changes will be chargeable. Minor changes such as colours, fonts, imagery and minor CSS will not be chargeable.
  4. If there is a request to change the design after the design(s) have been signed off, then this will result in additional charges.
  5. The client may not modify any final design that has been signed off without our consent and any changes will result in additional charges.
  6. Feedback. The client will have plenty of opportunities to review our work and provide feedback (set out in the DATES section). Artwork feedback must be provided to us no later than 10 days after artwork submission.
  7. The client will have plenty of opportunities to review our work and provide feedback (set out in the DATES section). We will either share a Dropbox link or email PDF documents. Please ensure you have Adobe Reader installed. If, at any state you change your mind about what you want to be delivered or want to change your designs, we will raise an invoice either for our time on the project design so far or raise an invoice for a design change. By signing you agree to these additional charges which are at the developer’s discretion.

9.3 DEVELOPMENT USING HTML, CSS, JAVASCRIPT, PHP. If we are developing a website for the client above we will only use the following coding languages. We will always use the best and robust platforms for your project. We will not provide you with the original source files for such systems we develop and build.

  1. DESIGN. We agree to develop the design as agreed [PROJECT BRIEF] and [PROJECT PROPOSAL].
  2. CUSTOM FUNCTIONS. We agree to develop the custom functions as set out on the [PROJECT BRIEF] and [PROJECT PROPOSAL] as best to our knowledge, experience and ability. We cannot be liable for any unforeseen situations where custom coding conflicts with other codes that are part of the system that has been built. These will duly be resolved as quickly as possible during development. The CMS (Content Management System) that we use may require third-party application (plugins, widgets, components) to ensure smoothness of this custom function. After hand over of the project to the client’s internal team of web developers or other staff we are not responsible for any errors, glitches that arise either from staff installing third-party applications on the website or when staff alter settings or areas they are not familiar with. Development of such websites may render differently to original mock ups and we aim to be as close as possible. We reserve the right to assign subcontractors in whole or as part of a project if needed.

9.4 TEXT. Unless agreed we are not responsible for inputting text or images on to the website on every page that is outside the original project summary. Any text submitted to us must be in a DOCX or PDF format. We do not accept any text sent to us in the body of an email. Further, we do not accept any liability for any spelling errors in the text that you send to us. We can provide a quotation for copywriting unless specified in our [AGREEMENT] and [PROJECT PROPOSAL].

9.5 GRAPHICS AND PHOTOGRAPHS. We will use stock images on our design at concept stage and on development stage. This will assist you to determine the placement of images and we will require the client to provide the images or ask us to purchase the images. We will not be liable for the client to use such images should they ignore the request to purchase the licence. If you would like us to take photographs we can arrange this service which will be quoted separately. This service will include consultation, editing and submission.

9.6 ADOBE ILLUSTRATOR, ADOBE INDESIGN. This contract prevents you from obtaining all original source files that we have created for your project. You will only get the final ‘ready to print’ file. We will always work to a CMYK printing profile standard when submitting any artwork to a commercial printing firm.

9.7 BUSINESS CARDS, COMPLIMENT SLIPS, LETTER HEADS. If business cards, compliment slips or letter heads are part of the quotation, then we will design and quote separately for printing. We do not accept responsibility for any printing errors. The client will always be provided with a ‘ready to print’ proof and acceptance is required before any artwork is submitted to the chosen commercial printing firm.

9.8 PRINTING.  AZZURRI DESIGNS LTD reserves the right to copyright all preliminary mockups and final artwork. Only upon final approval of any visual branding will be considered property of the client. The client will not receive native project files for any design but will receive high resolution reproductions. Any logos designed for the client, including preliminary concepts and draft copies, may not be manipulated and reproduced by anyone after approval and in use by the client, which would by effect harm the integrity of nature of work carried out by AZZURRI DESIGNS LTD.

AZZURRI DESIGNS LTD uphold the standards within the print industry to provide artwork in a 300+ DPI CMYK print ready, PDF format with 3mm bleed for full pre-press preparation to the client. Due to size, smaller JPG images may be sent by email for approval by the client. We cannot be held responsible for any colour variation experienced by the client viewing artwork on a monitor or mobile device. We cannot be held liable for clients presuming RGB JPG as print ready.

responsible for any printing errors after pre-press artwork that has been approved in writing by the client by email or by signature.

9.8 CHANGES & REVISIONS BEFORE AND AFTER PROJECT COMPLETION.

During Development.  Our objective is to create a website or artwork from the [PROJECT BRIEF] and our [PROJECT PROPOSAL] and [MEETINGS & REVIEW] will reflect the work in progress. Of course, we are flexible and understand that sometimes changes are required.

  1. All changes and modifications to this project specification must be made in writing and delivered to us by email. Any verbal communication of such changes will not be taken seriously. Our phone calls are recorded.
  2. MINOR. We will undertake any minor changes including colour scheme, text placement, image placement, content layout of individual pages, structural navigation menus, spelling errors. We are allowing 1 batch of remedials within the 10-day time frame review window. We will complete these within 7 working days. Once minor changes are made, these need to be signed off. Further changes or amendments to these items after we have edited these as per request, we will raise an additional invoice for extra amendments. This may delay project end date.
  3. MAJOR & EXTRA. We are flexible and can cater to any changes as required. Any new /additional or modified changes that differ to your original design, or quotation, or our project PROPOSAL and summary will delay the project, and we will provide a quotation for these new/modified or extra features to cover expense for such development. New changes must be made in writing. Changes once made, need to be signed off. Revision of such changes will cause project delay and will be chargeable at a rate of £40/hr. If the Change Request alters the scope of the project by more than 20%, the Designer may submit a new proposal to the Client.
  4. CHANGE TO CUSTOM FUNCTION. If a change is required to a custom function set in [PROJECT PROPOSAL], then this will be chargeable. Changes once made, need to be signed off. Revision of such changes will cause project delay and may be chargeable. Charges depend on the function change.

Site Launch -> 12 Months. We will carry out any minor changes (as described above). Minor is limited to text editing, link editing, updating navigational menus only. No major structure change will be made. Request must be made in writing. After site Launch the client will be given 24 hours to review the site and sign off. This point no changes can be made as the changes were requested prior the site going live.

After 12 months. No changes shall be made.

  1. We are flexible and can cater to any minor or major changes as required. Should the client want changes to be made, these will be provided at an hourly cost. See [SECTION 11] for additional work.

9.9 SCREEN TESTING. We will test your website (our work) on major browsers such as Google Chrome, Microsoft Edge, Mozilla Firefox and Apple Safari. We will not test on out of date browsers such as Internet Explorer. We will do our best to ensure that our codes will function correctly on these browsers but do not accept responsibility if there are slight discrepancies due to the browsers structure in reading and rendering our codes or monitor sizes as we do not have any control over this. We will only tailor for mobile (iPhone 8/X, Samsung S8/9, Ipad Air, Ipad Mini, Ipad Pro, Macbook, Laptop at 16 inches over, 19inch widescreen, 21-inch, 2- inch, 24-inch and iMacs. Any monitors that are between 1000px to 1500px such as 1024 x 768 or 1280 x 800 we will render the website in a tablet format. We will not customise the site to suit old/out of date monitors. Client accepts that we cannot guarantee correct functionality with all browsers across different operating systems and monitor sizes. We reserve the right to quote for any work involved in changing the website or artwork to work and function on updated browser software or new hosting environments or custom smaller monitor sizes.

browsers across different operating systems. We reserve the right to quote for any work involved in changing the website or artwork to work and function on updated browser software or new hosting environments.

9.10 MOBILE TESTING. We will test on popular devices running Android and Apple IOS.  We will not test on Blackberry or windows mobile phones. Each mobile phone renders the website differently and we cannot account for differences across mobile devices currently in circulation. Client accepts that we cannot guarantee correct functionality with all browsers across different operating systems. We reserve the right to quote for any work involved in changing the website or artwork to work and function on updated browser software or new hosting environments.

9.11 SEARCH ENGINE OPTIMISATION. We will inform Search Engines of your URL. It is up to the client to have a marketing plan, SEO or online strategy in place to boost search engine position/ranking. We do not guarantee improvement to your websites search engine ranking but web pages that we develop are accessible to search engines.

9.12 DOMAINS AND HOSTING. AZZURRI DESIGNS LTD will transfer your domain(s) under your request to our servers. You will also provide access to your current domain and hosting provider, so we can either manage it, or transfer it. We will auto renew your domain and hosting each year. You will be subject to annual renew costs which you will be informed 30 days prior.  Transferring to our servers will result in an additional charge unless specified in our [PROJECT PROPOSAL]. We will not be liable for any hosting errors caused by our hosting provider or any third-party hosting provider. If you choose not to we will not alter any domain settings other than what is required to make your website function. Transferring the domain away from our servers will result in a £50 Transfer out charge for us to adjust the required settings. This fee is payable within or without any contract period. Whilst the domain is the servers the client is the legal owner

9.13 TECHNICAL SUPPORT. Technical support is only covering any services you have with us for this project. If we host your domain and website then we will provide support should anything go wrong. We will not cover any support if domains and websites are not provided by us. Support can be reached by contacting us on support@azzurridesigns.co.uk or use our online support centre and fill out a support ticket.

9.14 HACKS, ATTACKS AND DOWNTIME. We will not be responsible for any loss of earnings or profit for any planned or unexpected down time whether it may be maintenance or cyber-attack. We will do our utmost best to install Firewalls, and Anti Hack Security Measures. As attacks are automated we cannot pre-empt the method of attack. If an outside entity has gained access to your site via an attack, hack or external hosting methods then we are not liable for this. If such occurs within the development and 12 support periods then we will rectify this, and if outside the 12 months support period then we will charge £100 to rectify such issues.

9.15 GLITCHES. AZZURRI DESIGNS LTD will fix any glitches that we find and is reported to us while the website is under development or launched. Any glitches reported to us after 12 months of the support period will be chargeable at a rate of £30 per hour.

9.16 BACKUPS. AZZURRI DESIGNS LTD will back up your database and website each month to their local server. The website will automatically be backed up either daily, every 2 days, or every 3 days via another hosting providing company.

9.17 MAINTENANCE. AZZURRI DESIGNS LTD will carry out occasional updates, upgrades and maintenance to ensure that your website is safe and secure. Maintenance can sometimes be on the server the website is stored on.

9.18 MIGRATION TO YOUR SERVER. We will develop the website on our test domain and will transfer the website end product artwork to your server. You will be asked to provide FTP and current hosting providers access. We will not accept any liability for any downtime or loss of earnings, savings, or profit while migration occurs. We will ensure the website will be tested on more than one operating system to ensure functions operate correctly.

9.19 QUOTATIONS & INVOICES & CONTRACTS. 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. Contract Letters of Agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

9.20 12 MONTHS FREE SUPPORT. AZZURRI DESIGNS LTD will provide you with a 12-month free support to cover any issues that you may face with the site including glitches and add any text changes to the website. This is effective from Site Launch.

9.21 SUPPORT PACKAGE. As part of this agreement should the client wish to continue our support after 12 months then they will be subject to an additional charge. This will cost £50 PCM and will require a separate contract. The client adheres to pay the developer 30 days upfront for this payment plan.

9.31 GDPR & POLICIES. AZZURRI DESIGNS LTD will ensure that client websites that feature contact forms will be GDPR compliant. It is up to the client’s internal staff to check if they are GDPR compliant and if they need to be registered for the ICO. AZZURRI DESIGNS LTD will ensure that cookie messages are present on client’s website.  It is up to the client to inform their customers about data consent, data control and data policies and not the responsibilities of AZZURRI DESIGNS LTD. We will assist our clients in providing answers to data storage and such questions. AZZURRI DESIGNS LTD will remind our clients that they need to be GDPR compliant.

You may have requested some additional work from us, and thus we have to raise an invoice for you. If the amount is under £500 we will require this amount in full within 7 days of the invoice date.

ANNUAL RENEWAL. Each year you may be subject to domain & hosting costs, which we will inform you of these renewal dates in our yearly January letter.

 

INVOICES

 

You will receive any upon the completion of the requested task, domain or hosting renewal. 

  1. Payments must be made within 7 days.
  2. Cheques are not accepted. Bank transfer only – BACS must be done 3 days before due date
  3. 7 Days Late Payment Grant from Late Payment Letter or Emails. Ignoring will trigger breach.
  4. Failure to make payments within this period will result in website and emails being turned off – breach triggered.
  5. Activation fees will be added to turn website and emails on, plus 8% BOE base rate interest – breach triggered.

As mentioned in this agreement, breach of contract will lead to termination, legal action and fines.

We are sure you understand how important it is that you pay the invoices that we send you. We reserves the right to decline further work on a project if there are invoices outstanding with the Client. We reserves the right to disable or remove its work for the Client from the Internet if payments are not received.

  1. The quotation (PROJECT BRIEF) and PAYMENT(S) are based on estimates as far as w e can practically know and based on the fact we believe we can achieve the PROJECT BRIEF.
  2. Should there be additional costings for supplies or extras to assist your project then we will inform the client and expect the client to cover these costings.
  3. The client agrees to pay the developer accordingly as set out in the AGREEMENT and in line with the PROJECT PROPOSAL.
  4. The developer will require payment on the completion of development from the PROJECT PROPOSAL set out in the PROJECT BRIEF. Completion is defined in the SECTION 10.

You will receive any invoices 30 day before due. Payments for Non-Phase Projects

  1. Payments must be made within 14 days.
  2. Cheques are not accepted. Bank transfer only – BACS must be done 3 days before due date
  3. 7 Days Late Payment Grant from Late Payment Letter or Emails. Ignoring will trigger breach.
  4. Failure to make payments within this period will result in website and emails being turned off – breach triggered.
  5. Activation fees will be added to turn website and emails on, plus 8% BOE base rate interest – breach triggered.

Payments for Phase Projects

  1. You will receive an invoice 30 day before due.
  2. Payments must be made within 14 days.
  3. Cheques are not accepted. Bank transfer only – BACS must be done 3 days before due date
  4. 7 Days Late Payment Grant from Late Payment Letter or Emails. Ignoring will trigger breach.
  5. Failure to make payments within this period will result in website and emails being turned off – breach triggered.
  6. Activation fees will be added to turn website and emails on, plus 8% BOE base rate interest – breach triggered.

As mentioned in this agreement, breach of contract will lead to termination, legal action and fines.

Further to the information from our Terms and Conditions, please find the excerpt from Contract Agreement regarding Payments.

TEXT CONTENT. The client agrees to provide AZZURRI DESIGNS LTD with the content to start and complete the project. Text must be provided in a Microsoft Word DOCX or PDF format. We will not carry out any spelling checks. AZZURRI DESIGNS LTD are not responsible for writing or inputting any text copy unless specified in the original estimate. We will add Latin Lorem Epsium text filler for any empty spaces until the client can decide on text. We can cater for copy writing which we can provide a free consultation and offer this service at a rate of £30 per hour.

PHOTOGRAPHS. The client will provide all photographs digitally to us and will be without any copyright infringement. We may use stock photos to illustrate the use photographs and placement of such on the website. Should the client like to continue using these photos then additional charges may incur for purchasing such licenses. If you would like us to take photographs of any product(s), location(s), or staff, we can arrange these for the daily cost of £300 which includes consultation, editing and submitting them.

FEEDBACK.

  1. NON-PHASE. The client agrees that they will provide suitable feedback and review any artwork/websites for non-phase projects within 10 days after artwork/website submission.
  2. PHASE PROJECTS. The client agrees that they will provide suitable feedback and review any artwork/websites for phase projects within 3 days after artwork/website submission.
  3. FEEDBACK BREACH. The client is aware that if no review or feedback is made before 30 days, then this is classed as breach of contract. This [AGREEMENT] can be terminated and a full invoice for remaining costings will be raised. This will not include any rights transfer.

PAYMENTS. The client has the responsibility to ensure that payments are kept and paid within the invoice terms of 14 days. Invoices will be raised 30 days before due date. Client acknowledge that their delay in paying any outstanding balances may result in breach of contract, delay of project completion, project suspension, or project termination. We cannot be liable if the client does not pay third-party Hosting providers on time and thus results in suspension or loss of services as we do not have full control when the website is not hosting with us.

DOMAINS & HOSTING. The client must provide login access to their current hosting and domain services, so we can either manage it for the use of the website or transfer it to our servers. Doing so, may result in additional charges should the client require their emails to be transferred too. Any additional charges as well as terms for email transfer will be presented to the client upon request.

CONTRACT. The client can request to open another contract or project with AZZURRI DESIGNS LTD while they have a current project underway, but any dates including start and completion dates will be set after any existing projects have been completed to PROEJCT PROPOSAL. This will ensure that the client and designers can remain focused on their specific project.  Should the client change their legal trading name, or resume trading under a different name during this project, then this agreement will be still valid to the new trading name and valid to the owner of such company who has signed this contract. The contract will have to be reissued with the new trading name and will result in an additional charge and will have to be signed by all parties which could delay the project length.  In the case of Sole Traders, this contract will be between AZZURRI DESIGNS LTD and the individual themselves.

  1. Completion is only defined when;

 

  1. We complete any finished artwork(s) and/or website that is set out in the [PROJECT PROPOSAL].
  2. The final end product matches to what is in the [PROJECT BRIEF] and [PROJECT PROPOSAL].
  3. The final end product matches to what was signed off from the REVIEW meetings.

 

  1. We will allow 10 days after project completion date for the client to review the final products/designs. Any minor remedial work that is to be carried out. Remedial/Minor amendments will be carried out within 7 working days.

 

  1. If the client does not provide any feedback within 30 days after final end product has been delivered to [PROJECT BRIEF], then this will result in breach of contract. We will try to resolve the situation and will attempt to contact the client. Should the client not communicate with us, we will deem the project as complete and will raise any final invoices. Should the client communicate with us before the 30-day period then we will honour minor change requests and will be carried out within 7 working days.

9.22 LEGAL STUFF. We will carry out our work in accordance with good industry practice and at the standard expected from suitable designers and developers. We cannot guarantee that our work will be error free and we cannot be liable to you or any third party.

9.23 FORCE MAJEURE. We cannot guarantee completion of any website or artwork project when the following situations arise which may affect our systems, platforms and servers. Force Majeure caused by; fire, flood, hurricane, tornado, sever storm, earthquake, act of war, sabotage, terrorism, riot, interruption of electrical or telecommunications service (including internet failures).  Upon occurrence of any Force Majeure Event, AZZURRI DESIGNS LTD shall give notice to the client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the services.

9.24 COPYRIGHT NOTICES & OTHER NOTICIES. We will include © Copyright symbol followed by our company name at the bottom of your website. The client is entitled to freely use the website we create, with the right retained to AZZURRI DESIGNS LTD including the rights to make alterations and changes. We can remove this copyright notice permanently for a fee of £1900 & hand over all ownership and liability of the website to the client. The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise because of using the supplied media and content. The Client agrees to abide by the terms of any third-party which include, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.

9.25 GENERAL NOTICES. All notices to be given hereunder shall be transmitted in writing by email with return confirmation of receipt or by certified or registered mail. All correspondences such as page text change, queries or additional information should be sent to richard@azzurridesigns.co.uk    or gianluca@azzurridesigns.co.uk . The client can use our Project Portal to contact us only for project files transmission and glitch reporting. The login credentials will be provided upon job completion and will not be activated until that time. The client can keep track of their project status by visiting their Dashboard. Project notes, files, invoices, contracts can all be found on this portal.

9.26 SEVERABILITY. If any section of this agreement is found to be invalid, illegal or unenforceable, every other section of the agreement will still be enforceable and valid.

9.27 CONFIDENTIALITY & NON-DISCLOSURE. Each party shall maintain Confidential Information in strict confidence. During this agreement, it may be necessary for us to share your project information and other confidential matters such as coding, project goals, and client brief to our in-house developers, third-party developers, marketers. In rare cases we may have to disclose your project and information when requested by authorities, law enforcement and solicitors. When information is shared, a NDA may be produced for them to sign before any information or data is transmitted. This action is at the approval and discretion of the developer and the client is not required to know this information. Should the client disclose publicly any such project or information, the developer will not be liable.

  1. Once the site is launched, we may showcase your website or project or artwork on Social Platforms and in our portfolio for recognition of creative excellence.
  2. We will not sell your details, or ideas to any third-party.
  3. All our coding will remain confidential information.
  4. We are not liable if the client’s staff inadvertently informs the public domain of such project.
  5. After project completion all confidential details are destroyed or returned to the client.

9.28 PAYMENTS. Client agrees to pay the developer/designer what is agreed through out the contract, letter of agreement and in the payments section. The developer reserves the right to add up to 8% interest on to late payments. AZZURRI DESIGNS LTD will send any invoices 30 days before due and will require payment to be made within 14 days (unless specified differently). If no payment is received after 7 days, a Late Payment Letter will be sent. At this point the client will be found in breach for not paying. If the client fails to adhere to these emails or letters and no payment is made within 30 days, the client will be found to be in breach and will result in the website being turned off, along with any emails. AZZURRI DESIGNS LTD will seek and take legal action to recover any costs. The client will be responsible for all collection or legal fees necessitated by lateness or default in payment. AZZURRI DESIGNS LTD reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. Activation fees of £200 will be applied to reconnect website and emails.

9.29 CHANGE OF CONTRACT AND BREACH. AZZURRI DESIGNS LTD will hold the right to change this contract at any given time and will require both parties to sign an amended and updated contract. Should the client be in breach of the contract agreement, then the client waives the right to contest any part of this agreement in any circumstances and will not be able to file any claim against us for this project. Should the client be found to be in breach, they waive their right to require a signature and grants AZZURRI DESIGNS LTD permission to raise any additional agreements or contracts or terminate agreements when client is in breach. AZZURRI DESIGNS LTD reserve the right to modify or raise a new letter of agreement/contract or terminate the agreement in order to protect its assets and interests.

9.30 DELAYS. As mentioned in the sections above, AZZURRI DESIGNS LTD shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Designer may extend the due date for any Deliverable by giving written notice to Client. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics. This also includes cyber-security breaches such as DDos attacks on the clients website or online service, cyber-attacks from Terrorist organisations (including but not limited to ransomware, occupation/domain squatting/replacing site content with extremist content) and hijacking of clients’ email addresses and distribution of extremist material.

9.29 FINISHED WORK. The finished work is defined in the [COMPLETION] section. Finished work, with the arrangement or brokering of the services by the Developer/Designer, shall be deemed in compliance with this Agreement if the final product is within the acceptable variations as to kind, quantity, and price in accordance with current or standard trade practices identified by the supplier of the print and print-related services. Whenever commercially reasonable and if available, Developer/Designer shall provide copies of the current or standard trade practices to Client. Notwithstanding, Provider shall have no responsibility or obligation to negotiate changes or amendments to the current or standard trade practices.

9.27 INTELLECTUAL PROPERTY RIGHTS.

  1. AZZURRI DESIGNS LTD
  2. AZZURRI DESIGNS LTD will hold Intellectual Property Rights and Copyrights over its designs, quotation, custom coding, custom functions, developed testing sites, preliminary works and/or developed website and finished end product and end website.
  3. For any Final Deliverable that includes the work of independent contractors or third-party material, Designer shall secure sufficient rights for Client to use the Final Deliverables for their intended purpose.
  4. To the best of Designer’s knowledge, the final Deliverables will not infringe upon the IP rights of any third party. However, Designer will not be conducting any type of IP clearance search (for example, Designer will not be conducting a copyright, trademark, patent or design patent clearance search
  5. All artwork designed by AZZURRI DESIGNS LTD will remain creative copyright and ownership of AZZURRI DESIGNS LTD and will feature the copyright symbol mentioned in the 22.
  6. The Client
  7. Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
  8. The client also agrees that text, graphics, photos, designs or trademarks given to us are for the inclusion for the proposed website and you have permission to use these. If the client does not have permission to use the client will cover the developer for any rights purchase expenses including stock photos, stock videos, graphics and trademarks.
  9. For print AND/OR online/interactive AND/OR three-dimensional media: Provider hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the final provided artwork solely in connection with the Project as defined in the Proposal and in accordance with the terms and conditions of this Agreement. The artwork may be modified freely as long as it does not reflect negatively upon the original artwork provided by the Designer.
  10. Once website is launched, the client will retain copyright of any item of text, graphic, photos that were provided to us during development stage.
  11. Client keeps their rights to use their name and logo as they wish.
  12. The client does not have permission to use or take apart any of the website structure to either start a new project or clone what we have achieved, completed, developed.
  13. The client will remain original copyright of their idea, inventions, and original designs of the project that was provided to us in the brief.

9.28 WARRANTIES. AZZURRI DESIGNS LTD shall create website for client’s purpose to the client’s specifications mentioned in the [PROJECT BRIEF]. The client will see proposed designed mentioned in the [PROJECT PROPOSAL] and will be asked to sign of the design before any development can occur along with any sign off for phases if applicable.

  1. Developer will not agree to their website guaranteeing any profit, sales, exposure, brand recognition and has no responsibility to client if the website does not lead to clients desired results including extra sales, exposure or brand recognition.
  2. Warranty is only valid for the first 12 months following the project expiration set out in the dates section and/or from any project sign off documents signed by the client.
  3. Warranty will cover assistance to fix any errors that affect the online presence of their website that was caused by the website. third-party actions from client’s staff do not cover in warranty. This excludes any enhancements to the client’s website or projects. Enhancements will be billable at designer’s rates. Any alterations made by the client or attempted by; are strictly prohibited and any alterations will be billed and added by AZZURRI DESIGNS LTD within the first 12 months.
  4. The client agrees that the developer is not liable for any bugs or performance issue or failure of the framework upon the website is built on.

9.29 DISPUTES. Should a dispute arise, we will ensure that negotiation occurs between both parties to come to a solution that resolves the situation. If parties are unable to resolve the dispute, either party may start mediation in a forum mutually agreed by both parties.

9.30 BREACH OF CONTRACT.  If Developer finds the client in Breach of Contract, then the developer reserves the right to seek legal advice and action and to terminate this contract. The developer can ask for full payments and raise an additional invoice to cover costs incurred from overdue payments, and legal fees including 8% interest for unpaid invoices. Breach of contracted agreement will be activated when;

  1. CLIENT CAN TRIGGER BREACH

 

  1. Not fulfilling the [PROJECT PROPOSAL] as outlined in the [PROJECT BRIEF]. Client will not be reimbursed for any deposits.

 

  1. DEVELOPER CAN TRIGGER BREACH

 

  1. Client does not pay any outstanding invoices (phase or non-phase) after the 14 days from invoice date.
  2. Client does not provide requested feedback within 10 days for non-phase projects.
  3. Client does not provide requested feedback within 3 days for phase projects.
  4. Client does not pay for amount of completed artwork that is due for review.
  5. Client does not pay for amount of completed artwork after feedback was sent to us.
  6. Client does not pay for amount of completed artwork after amendments were made after feedback.
  7. Fails to review and provide feedback within the date specified in either [PROJECT DATES] and [MEETING REVIEWS] or by email. Feedback is due 10 days after submission to the client and 3 days after for Phase Projects.
  8. Client ignores the First Late Payment Reminder.

 

9.31. AGREEMENT TERMINATION. Termination will be at the developer’s discretion. Termination notice shall be 10 days Developer reserves the right to terminate this contract, seek legal advice and take legal action if the client is found to be in breach or that the client’s negligence has increased the level of risk to the developer’s assets and interests. The developer can ask for full payments and raise an additional invoice to cover costs incurred from late payments, and legal fees including 8% interest for unpaid invoices. AZZURRI DESIGNS LTD will retain all payments already made to date for this project. No IP rights will be transferred.

  1. DEVELOPER CAN TRIGGER TERMINATION;

 

  1. The developer can activate termination if any condition of client breach is met.
  2. Outstanding invoices for domain, hosting, and project phases that have not been paid 30 days after due date.
  3. Client does not provide feedback after 30 days from artwork submission.
  4. Termination can be activated if the client’s actions is a cause for concern such as financial unstable which could affect the developers interests and investments and assets. No signature from the client is required.
  5. If the client is found to be financial unstable from; insolvency, bankruptcy, flees within or outside the country, or police arrest then we will aim to make communication with the client or their staff. If we are not able to make reasonable contact, then we will terminate the project and raise all outstanding amounts plus interest.
  6. All confidential items will be returned or destroyed.

 

  1. CLIENT CAN TRIGGER TERMINATION;

Client will not be reimbursed for any deposits or payments made to date. Client will have to pay any outstanding amounts leading up to termination and any unpaid amounts.

  1. Client does not pay any outstanding invoices (phase or non-phase) after the 14 days from invoice date.
  2. Client cannot request termination if any part of the brief is missing, awaiting to be completed, or waiting for feedback to be submitted to us.
  3. Client cannot request termination if any part of the finished artwork, website or project does not match up with the original design, mock-up, and briefs the client has signed.
  4. Client cannot request termination if the project has gone over the estimated end date or over phase completion dates for any reason.

9.32 INDEMNIFICATION AND LIABILITY.

In the case of a third-party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Designer may at its own expense, replace any infringing content with non-infringing content. Designer shall promptly notify Client in writing of any third-party claim or suit. Client shall have the right to fully control the defence and any settlement of such claim or suit. Client shall indemnify AZZURRI DESIGNS LTD from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, or third-party claims.

AZZURRI DESIGNS LTD will not be held liable if during transfer of the website to another server, or emails to another email provider. We will carry out assessments of any transfer along with any backups. In a case where content, emails or data goes missing or no longer works we will not be liable for this.

AZZURRI DESIGNS LTD will not be liable for any loss of profit, business interruption caused directly or indirectly, while carrying out any of our services for this project.

9.32 CANCELLATION.

  1. CLIENT. Should the client decided to cancel; In the event of cancelation, the designer will be compensated for services performed through the date of cancellation and full remaining costings in the amount as agreed in the [LETTER OF AGREEEMENT] and [PAYMENT] section. Upon cancellation all rights to the website stay with the designer including revised artwork, revised sketches, revised text, revised codes and source files produced by the designer.
  2. BY DESIGNER. Should the developer decide to terminate this contract, then it can only be done so by either 1) Breach of contract which leads to termination, 2) when the developer sees the client as a high risk and will want to protect their assets and investments. The developer can raise an invoice for full remaining costings.
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