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Only Orca Limited t/a Orca Design Terms and Conditions

 

General 

The following Terms and Conditions apply to all products and services provided by Only Orca Limited t/a Orca Design
These Terms and Conditions constitute a valid and binding agreement between Orca Design and the Client. The services offered by Orca Design under the Terms and Conditions include various products and services. Any new features which are added to the current service shall also be subject to the Terms and Conditions. Orca Design reserve the right to update and change the Terms and Conditions by posting updates and changes to the Orca Design Terms and Conditions page, hosted online. You are advised to check the Terms and Conditions from time to time for any updates or changes that may impact you, the client. You can view the current version of the Terms and Conditions at any time by visiting: onlyorca.com/terms-conditions. 

It is important to remember that accepting Terms & Conditions constitutes a legally-binding contract, so it is in your interest to make sure that you have read them before accepting. In doing so you will also be satisfied that the agreement you are entering into suits you as well as Orca Design. Orca Design suggest you read, agree with, and accept all of the Terms and Conditions contained in this agreement before you commence any work, as you are deemed to automatically agree to these terms and conditions upon project commencement. 

Hereinafter and throughout, all references in this Terms and Conditions document to “we,” “us,” or “our” shall refer to Only Orca Limited t/a Orca Design. All references in this Terms and Conditions document to “you” or “your” shall refer to the client(s) of Orca Design or any person(s) acting on the client’s behalf. Note: Any alternative agreements or specific agreed changes to these Terms and Conditions must be in writing prior to project commencement. Any changes – agreed upon in documented email – are subject to contractual agreement. 

Project Acceptance 

At the time of proposal, we will provide you with a written estimate/quotation which is valid for 30 days only.
Once the estimate or quotation is agreed upon by you in writing, and only after we have received the first installation or deposit payment, we will commence with your project. Any concepts, sketches, photographs and additional artwork leading up to the final proposal remain our property, unless agreed otherwise in writing prior to project completion. 

Fees and Charges 

Our fees are subject to change at any time, without prior notice. Fees charged per project have been calculated on the basis of information supplied by you. If the information supplied is incomplete or misleading or your plans are subsequently amended, leading to an increase in the work required from us, we reserve the right to amend the fees accordingly, subject to your approval, which is not to be unreasonably withheld or delayed. 

Charges for projects and services to be provided by us, will be set out in a written estimate/quotation which will be provided to you prior to project commencement. At the time of your acceptance of this estimate/quotation – indicating acceptance of the Terms & Conditions – an invoice will be sent for an initial, non-refundable deposit payment of 50% of the total project fee, plus VAT where applicable, this will become immediately due upon receipt. Work on your project will not commence until we have received this initial amount. These terms apply to all clients, regardless of your situation or country of residence. 

The additional 50% of the total project fee plus VAT will be due on an agreed fixed date or upon completion of your project if sooner than the date set. Unlike the initial 50% deposit invoice which has a term of 0 days, the project’s final invoice will have a term of 15 days in which we are to receive payment in full, with no delays. 

Exceptions to our payment terms will be made clear at the point of project kick off where we might break the project down in to 3 or more payments dependant upon expected project duration.

Charges for contracted retainer services to be provided by us, will be set out in a written estimate/quotation which will be provided to you prior to project commencement. The estimate/quotation will outline the payment details and the total project fee. The fee will then be paid via monthly instalments made via standing order on an agreed day of each calendar month, with proof of the standing order creation. The project will only commence when we receive the first payment. Any additional work undertaken by us, outside of the project terms will be agreed via estimate/quotation and invoiced separately. Unlike the project invoice(s) which has a term of 0 days, any additional invoices will have a term of 15 days in which we are to receive payment in full, with no delays. 

Revisions and/or additional services 

Should you accept an estimate/invoice for a project you therefore understand that we will provide the products and/or service(s) (deliverables) that are outlined, and no extra products and/or service(s) (deliverables) will be provided within this estimate. If you wish to make revisions and/or add a service(s) to the original acceptance of deliverables, please contact us for a separate estimate/quotation. If accepted this will be in addition and separate to your original invoice. Please be aware however, that we have the right to decline any requests if advance notice is not given as all projects and retainers that are accepted are done so with specific timescales. The project/retainer pricing includes that only of the project/retainer detailed. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, printing costs, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to you, as additions, unless specifically otherwise provided for in the approved estimate/quotation. All deliverables shall be deemed complete once you have signed off the work or indicated satisfaction either verbally, in writing or via e-mail. 

Web Hosting and Maintenance Packages 

We offer 12 month hosting packages, these can be paid either monthly or annually. If you decide to pay for your package via the monthly payment option you will need to set up a standing order and send us proof of it’s creation. Any client with an outstanding balance of over 2 months will be removed from our high-speed business server. A web hosting contract may be cancelled up to 7 days after the account has been set up and a full refund will given minus an £50 administration fee. After 7 days, neither a full or partial refund based on the remaining months of a year’s hosting fee can be given. 

Search Engine Optimisation, Internet Marketing and Social Media Optimisation 

Search Engine Optimisation, Internet Marketing and Social Media Optimisation Payments for Search Engine Optimisation, Internet Marketing and Social Media Optimisation services are nonrefundable, and we do not issue pro-rata refunds for fees paid in advance. Once a payment or deposit is made, it is non-refundable. All Setup fees are nonrefundable as it is applied to costs immediately incurred by us in initiating services. 

Payment 

All invoices rendered by Orca Design will be payable within 30 days of invoice. Payments made via Paypal will incur an additional charge of 5%. Returned cheques will incur an additional fee of £50 per returned cheque. We reserve the right to consider an account to be in default in the event of a returned cheque. 

We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged daily at 5% over the Bank of England base rate along with EU late payment charges. Payments will be credited first to late payment charges, and next to the unpaid balance. You shall be responsible for all collection or legal fees necessitated by late or default in payment. We reserve the right to withhold delivery and any transfer of ownership of any product or service(s) if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes. You agree that Orca will, at their sole discretion, stop work and cease providing services until all outstanding invoices and interest have been paid in full. 

Default 

If you fail to communicate with us for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete. Removal of such materials does not relieve the customer of its obligation to pay the due amount. Customers whose accounts become default agree to pay our reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions. 

Copyrights and Trademarks 

By supplying text, images and other data to us for inclusion in your website or other medium, you declare that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with you, or rightful copyright or trademark owner. Any artwork, images, or text supplied and/or designed by us on behalf of you – that are not chosen as the final concept – will still remain the property of ours and/or our suppliers. This means any unused concepts that are created in the run up to the final artwork being chosen, will still remain the property of ours. The final artwork agreed upon will remain the property of ours until we agree to hand over full copyright and ownership of the chosen concept or concepts. The amount of items allowed to be chosen as the final concept will be determined by each individual project outlined and agreed upon prior to project commencement. You may request in writing from us, the necessary permission to use materials (for which we hold the copyright) in forms other than for which it was originally supplied, and we may, at our discretion, grant this at a fee. Such permission must be obtained in writing before we will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to us, you grant us permission to use this material freely in the pursuit of the design. Should we, or you supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, you will agree to allow us to remove and/or replace the file. You agree to fully indemnify and hold us free from harm in any and all claims resulting from you in not having obtained all the required copyright, and/or any other necessary permissions. 

Licensing 

Any design, copywriting, drawing, idea or code created for you by us, or any of our contractors, is licensed for use by you on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of ours and any of our relevant sub-contractors, unless stated otherwise. All design work where there is a risk that another party could make a claim – should be registered by you, with the appropriate authorities, prior to publishing. We will not be held responsible for any and all damages resulting from such claims. We are not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. You agree not to hold us responsible for any such loss or damage. Any claim against us shall be limited to the relevant fee(s) paid by you. 

Data Formats 

You agree to our definition of acceptable means of supplying data to the company. Text is to be supplied to us in electronic format as standard text (.txt), MS Word (.doc) or via e-mail. Any content – written or otherwise – must be proof checked by you, the client, prior to handover. We are not liable for any mis-prints, typos or changes. Any additional proof reading and changes done by us will be charged at an hourly rate. Images which are supplied in an electronic format, are to be provided in a format as prescribed by us via e-mail or file transfer sites specified by us. Images must be of a quality suitable for use without any subsequent image processing, and we will not be held responsible for any image quality which you later deem to be unacceptable. We can not be held responsible for the quality of any images which you wish to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, photo editing, media conversion, digital image processing, or data entry services. 

Design Project Duration 

Any indication given by us of a design project’s duration is to be considered by you to be an estimation. We will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from you. However, we can not be held responsible for any project over-running, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by us.

Design Credits 

The customer agrees to allow us to place a small credit on printed material, exhibition displays, advertisements and/or a link to our own website on your website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. You also agree to allow us to display any artwork on our own website for promotional and portfolio purposes. 

Rights of Refusal 

We will not include in our designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. We also reserve the right to refuse to include submitted material without giving reason. Any images and/or data that we do include in all good faith, and then find out that it contravenes these Terms and Conditions, will mean you are obliged to allow us to remove the contravention without hindrance, or penalty. We are to be held in no way responsible for any such data being included. 

Cancellation 

Cancellation of orders of product or services may be made initially by telephone contact but must then be followed up, in writing, via e-mail. You will then be invoiced for all work completed over and above the non-refundable 50% deposit payment or initial standing order payment that will have been made at the time of first ordering. Retained projects are subject to a cancellation fee of 25% of the total retainer fee, to break the contract. The balance of monies due must be paid within 14 days. Please note: any cancellation which is not formally confirmed in writing and received by us within 14 days of such instruction being issued, will be liable for the full quoted cost of the project. A web hosting contract may be cancelled up to 7 days after the account has been set up and a full refund will given minus a £50 administration fee. After 7 days, neither a full or partial refund based on the remaining months of a year’s hosting fee can be given. 

Contractors 

Any contractors, freelancers, separate company or service used by us during a project is contracted to complete all or part of the work as outlined in the project brief. In the result of any contract or agreement not being completed, any outstanding work will be owed to us and any payments immediately refunded. Any loss of income, project refund costs or legal costs that arise as a direct result of any contractors, freelancers, separate company or service not completing or upholding their end of the contract shall be held directly responsible for any resulting costs or fines. 

Disclaimer 

We make no warranties of any kind, express or implied, for any and all products and/or services that we supply. We will not be held responsible for any and all damages resulting from products and/or services we supply. We are not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take responsible steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. We are not liable for any loss of earnings, damages or fees that are a direct result of any product or service that we provide, including type or content errors, misprints, website downtime or server issues, and any mistakes or disputes relating to all design and website services. You agree not to hold us responsible for any such loss or damage. Any claim against us shall be limited to the relevant fee(s) paid by you. We reserve the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. We will not knowingly perform any actions to contravene these and you also agree to be so bound. 

Acceptance of Estimate/Quotation 

You are deemed to have accepted an estimate/quotation – indicating acceptance of the Terms & Conditions – once you have declared acceptance in person, via telephone, via e-mail, via letter or in any other form. Once an estimate/quotation has been approved an invoice will be created and related fees will become payable by you, in adherence to the terms laid out. 

Terms and Conditions 

You are deemed to automatically agree to these terms and conditions upon project commencement. If you are still unclear of any of the Terms and Conditions stated above, please contact us directly for an explanation or clarification of any of the wording, meanings and/or definitions.

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