Terms of Service & Conditions

Last updated: January 17, 2024

Introduction

The following terms of service and conditions document is a legal agreement between Drip Fed Ltd. (“we,” “us,” or “our”) and “Client” for the purposes of our services, all design/development and original source files created on Client's behalf (“Projects” or “Services”). These terms set forth the provisions under which the Client may use the services supplied.

Acceptance of Work

No contract of service exists between the Client and us, until we receive either:

• Written confirmation agreeing to the quoted or proposed Project, via email only;
• Stripe confirmation of a new, or renewed subscription, with full payment received.

Quotation or proposals received by the Client are valid for 14 days only, unless otherwise stated on the documentation.

Any other services on the order, which have not been included in the subscription, quotation, proposal, or invoice, do not form part of the contract. The Client agrees to check the details of the subscription, quotation, proposal, or invoice are correct and should keeping a copy for their records.

We reserve the right to withdraw from a contract at any time prior to acceptance, or after.

Permissions & Copyright

Copyright of any completed work created by us for a Client Project or Service shall be with the Client in full upon final Project or Service completion, with full payment received. Without payment, ownership of Project or Service created is with us.

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

The Client agrees that we may include the Project or Service credits, or links within any branding, website design, development, print, or support created. The Client agrees that we reserve the right to include any work carried out for the Client in a portfolio of work and promotion or marketing materials, including the use of the Clients branding or logo - ensuring that no personal or confidential information is shown.

Material

We reserves the right in our sole discretion to refuse to sell any form of Project or Service to a Client who has a website or business which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offense, infringes privacy or copyright or any other questionable media at our discretion.

We reserve the right to refuse to sell any form of Project or Service to those thought or known as our competitors. The Client may not purchase any form of Project or Service for use in development of their own product to directly compete with the any form of Project or Service we provided.

We reserve the right to refuse sale for any form of Project or Service from suspect payment or address details, or other reason at our discretion. We reserve the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.

Returns and Refunds

We reserve the right to deny refunds based on our own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund with valid reasoning during the first month of valid subscription, all materials produced by us are ownership of the company and are prohibited from being used by the Client in any way.

If a refund is deemed to be appropriate, there will be a one-off fee of £599 assigned to the remaining billable period.

Domain Names & Hosting

The Client agrees to take all legal responsibility for use of third-party domain name, hosting and email services and hereby agrees to indemnify and hold us harmless from any claim resulting from the Client publication of material and use of the domain name, hosting, and email services.

Any support or payment due relating to the domain name, hosting and email services are to be made between the Client and the third-party service, unless stated otherwise in writing that we offered to purchase and set up the domain name, hosting and email services for the Client, and will therefore invoice the final cost, including a setup fee to Client.

The Client agrees to pass on (S)FTP details and any other access details relating to their domain name, hosting, or email account which we require to undertake work for a Project or Service. We reserve the right without notice to refuse work with domain names or hosting and email services in the event that the Client rejects or refuses to provide such details.

In the event that the Client's website fails or becomes corrupt for any reason that has Client origin, a one-off fee of £399 will be invoiced to complete the backup restoration, if third-party backups are available. The Client understands and agrees that if a full data restoration is requested and implemented, all current website data will be removed and replaced by the backup restoration data, and that this process cannot be undone.

Projects, Services and Support

All requests, alterations and support which relate to a Project or Service are to be requested in writing by email or Wrike by the Client.

After the specified allocated time of alterations or support at stated within the quotation, proposal or invoice have been completed, we reserve the right to advise the Client as such and send a separate quotation, proposal, or invoice to the Client and to request payment for any further alterations. We reserve the right to request payment be received for further alterations and support before continuing work, unless the client has a valid and active subscription.

Upon completion of a Project or Service, the Client is asked to confirm in writing by email or Wrike that the Project or Service is signed off as complete and agree that any further alterations and support may be chargeable, unless the client has a valid and active subscription.

The Client agrees to provide any needed information and content we require in good time to enable us to complete the Project or Service as part of an agreed allocation of time and cost.

The Client agrees that the Project or Service completed, such as but not limited to development services. may not exactly match the original designs provided because of the difference between the display in design software, internet browser, colouring of device display, printing technique or print materials. We agree to try and match the agreed concepts as closely as we possibly can.

If an error or issue with the Project or Service arises which does not allow the Project or Service to match the original specification, then Client agrees that we can apply a nearest available alternative solution, with an agreed allocation of time and cost.

After the Project or Service completion, a Client or a third-party of their choosing may wish to edit the Project or Service 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 Project or Service themselves. If Client or a third-party of their choosing edits the Project or Service and this results in functionality errors or the Project or Service displaying incorrectly, then we reserve the right to quote or invoice for work to repair the Project or Service back to its original formality.

We reserve the right to assign subcontractors in whole or as part of a Project or Service if needed. All communications between us and Client shall be by email, Wrike, WhatsApp, or in person, except were agreed at our discretion.

If a Client does not use all support hours stated within a proposal or contract for that period of the Project or Service, remaining un-used hours will not be carried forward to the following year or contract.

We reserve the right to deactivate a single, or multiple additional online services if no additional service contract is agreed between the Client and us for a 2-month period since the ending of a previous contract. Services include but are not limited to; websites, Wrike, portals, PWAs, or any other online hosted service or third-party. We agree to not take this action on any third-party services which is under the sole responsibility of the Client, such as a Clients direct contract between a third-party hosting provider.

Our design subscription services are exempt from the alteration and support limitations outlined above, only if a valid and paid in full subscription is in effect.

Within the period of that a Client has a valid and paid subscription, we reserve the right to propose a fair and proper timescale for us to complete each Project or Service request. The Client must recognise and accept that each Project or Service request submitted will be processed, actioned, completed and delivered one-by-one, or two-by-two, depending on the level of valid subscription, in date ascending order (oldest first).

The client can prioritise a Project or Service request by written agreement by email, Wrike, or WhatsApp.

The timescales that we allocate to each and every Project or Service request, will be from our professional and expert opinion, to ensure we provide the Client with the highest available standards of Project or Service delivery.

Third-Party Fonts

In the event that any Project or Service incorporates third-party fonts that are not owned by the Client or us and require a commercial license in order for the Client to legally reproduce, distribute, or publicly display the Project or Service, we will inform Client in writing that one or more third-party fonts have been incorporated into the Project or Service and that Client will need to purchase one or more licenses for the third-party fonts from the original holder of rights of the third-party fonts in order to legally reproduce, distribute, or publicly display the Project or Service.

We will make it a priorty to ensure we use third-party font providers on any Project or Service, such as Google Fonts, where a commercial license is not required.

We will provide information sufficient for Client to identify which licenses are required and who to contact in order to purchase third-party font licenses. After the Client has received written informed from us of the incorporation of third-party fonts as described above, Client holds self-accountable for all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any third-party fonts incorporated into a Project or Service.

Web Browsers

We shall make every effort to ensure any Project or Service which involves web development technologies, will be compatible by the majority of its users. These will be designed and developed to work with the main browsers; Edge, Google Chrome, Mozilla Firefox and Safari. The Client agrees that we cannot guarantee correct functionality with all browser software across different operating systems and devices.

The Client agrees that after the written handover of Project or Service, any updated software versions of the main browsers; Edge, Google Chrome, Mozilla Firefox and Safari, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of the web developed Project or Service. As such, we reserve the right to quote or invoice for any work involved in changing the web developed Project or Service for it to work with updated browser software, domain name or hosting.

Payment Terms

All prices are exempt of VAT.

All subscription invoices must be paid in full at the time of activating the service, unless otherwise agreed at our discretion.

All invoices which are not part of our subscription, are submitted by email, and must be paid in full within 30 calendar days of invoice date unless otherwise agreed at our discretion, or stated otherwise on provided quotation, proposal, or invoice to Client.

We reserve the right to remove, disable or cancel the Project or Service for a Client if payments are not received within 30 calendar days of invoice date.

Additional work requested by the Client which is not specified in the agreed subscription, quotation, or proposal is subject to a separate quotation or invoice and we reserve the right whether to quote, propose or accept additional work. If additional work is accepted by us, this may affect timescale and overall delivery time of the Project or Service.

Once an invoice is sent to the Client it must either be paid using a bank transfer or paid online with major credit card or payment services via Stripe, PayPal, or trusted alternative recommended secure online payment.

We reserve the right to decline further work on a Project or Service if there are subscription payments or invoices outstanding with the Client. Client may request that we cancel a Project or Service in writing by email and the project is cancelled only if we confirm work has not been started on the Project or service. If we have already begun or completed the work and the Client no longer requires the Project or Service but have agreed to the work, they are still obliged to pay us for the work that has been carried out to the date of cancellation, including an additional £599 cancellation fee.

All invoices, quotations and proposals are in British Pound Sterling (GBP). Under the event that the Client is not making payment from within the United Kingdom or in British Pound Sterling (GBP), the Client agrees that the total amount must be paid in full to that equivalent in British Pound Sterling (GBP). We reserve the right to withhold Project or service completion until full settlement has been made from Client.

We reserve the right to accept additional forms of payment or settlement for Projects or Services, such as, but not limited to, client owned stock or client owned third-party stock. If such an additional forms of payment or settlement is available and offered by the Client, this must be discussed and agreed in writing by email with the Client before all invoices, quotations and proposals are accepted.

Liability & Warranty Disclaimer

We warrant that we shall perform all Project or Services in a competent and professional manner according to recognised industry standards

We endeavour to provide a Project or Service within given delivery timescale(s) to the best of its ability. However, the Client agrees that we are not liable for any claims, losses, costs incurred or compensation due to any failure to carry out Project or Service within a given delivery timescale.

The Client agrees we are not liable for absence of service as a result of illness or holiday.

The Client agrees we are not liable for any failure to carry out Project or Service for reasons beyond its 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.

We are 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 Projects or Services provided.

On handover of a Project or Service which we have provided to the Client, the Client shall assume entire responsibility in ensuring that all Projects or Services are functioning correctly and error free within the outlined ninety (90) day warranty period.

Whilst every effort is made to make sure files are error free, we cannot guarantee that the display or functionality of the Project or Service will be uninterrupted or error free.

If after handover of a file errors are found and reported by the Client within the warranty period in something we have created or provided and or the main browsers Edge, Google Chrome, Mozilla Firefox, Safari, domain name setup and hosting setup are the same as when work began, then we shall correct errors for the Client free of charge.

If after handover of files errors are found in the Projects or Services we have created and the main browsers Edge, Mozilla Firefox and Safari have released an updated software version, or the domain name setup, hosting setup has been changed, or the original files at handover have been altered by the Client or third-party, we can correct errors for the Client and reserves the right to quote or propose separately for any additional work needed as a result of correcting the errors.

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

We 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 Project or Service even if we have been advised of the possibility of such damages.

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

We may from time to time recommend to the Client that updates are needed to their Project or Service to comply with, including but not limited to, new legislations, software releases, research, and web standards. We reserve the right to quote or propose for any updates as separate work. The Client agrees we are not liable for any failure to inform or implement these updates to their Projects or Services. The Client agrees that it shall defend, indemnify, save, and hold us harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

Indemnification

The Client agrees to use all our Projects or Services, and facilities at their own risk and agree to defend, indemnify, save and hold us harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney's fees against us 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 or Service, including but not limited to the Project or Service.

The Client also agrees to defend, indemnify and hold us harmless 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.

Nondisclosure

We 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 us to another party.

Privacy Policy

We 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:

• To identify the Client in communications with them;
• To contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

Interpretation

We reserve the right to terminate a Project or Service with a Client at any time without prior notification if it finds the Client in breach of these Terms of Service and Conditions. We 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 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.

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 English Law and are under exclusive jurisdiction of the English Courts.

We reserve the right to alter these Terms of Service and Conditions at any time without prior notice, the latest Terms of Service and Conditions can be found linked at the bottom of our website or https://dripfed.design/termsconditions, with a date of last update.

Notwithstanding anything to the contrary in the Terms of Service and Conditions, we shall notify Client in the event of any material change to the Terms of Service and Conditions. If Client does not agree to the revised terms and no other accommodation can be agreed between the parties within thirty (30) days of such notice, Client may terminate the agreement immediately without penalty. In such event, Client will pay us for all outstanding work accrued through the date of termination. Client should look at the Terms of Service and Conditions regularly.

By accepting a subscription, quotation, proposal, or making a payment of invoice to use the Project or Service that we supply, the Client acknowledges to have read, understand, and accept the Terms of Service and Conditions of this Agreement, and agrees acceptance of work to be legally binding by these Terms of Service and Conditions.

Contact Us

If you have any questions about this Terms of Service and Conditions, please contact us at hello@dripfed.design.