TERMS & CONDITIONS

GENERAL TERMS & CONDITIONS

These terms and conditions shall govern the contract between (1) Six Miles High Limited (“The Supplier”) and (2) the Customer. The Supplier may agree modifications to these terms but such modifications must be approved in writing by a director of the Supplier and cannot be inferred from the course of behaviour. Where any of these provisions conflict with any special terms that are expressly agreed in writing with a Customer in relation to a particular piece of work (usually included in the proposal or specification) then the special terms shall take precedence.

1. Scope Of The Contract

(a) The Supplier is an independent creative graphic design studio whose work includes but is not limited to brand and logo design; graphic design and website design (“the Service”). Where appropriate the Supplier may provide such advice in accordance with a written proposal or specification.

(b) These terms and conditions are to be read in conjunction with any proposal or specification provided by the Supplier to the Customer.

(c) The Supplier will provide the Service to the Customer using reasonable skill and care to the extent reasonably possible, unless the Supplier is prevented by any circumstances beyond its reasonable control.

(d) All Customer orders must be in writing and incorporate all of the work to be undertaken by the Supplier, the total charges for the work and the agreed time schedule.

(e) A binding contract for the provision of the Service, incorporating these terms and conditions, is made when the Customer confirms in writing or by way of an order (“Purchase Order”) its acceptance of the proposal submitted by the Supplier (which may include a detailed specification of the service). Where any changes are agreed to any aspect of the proposal or specification then the Supplier will confirm these changes and where appropriate issue a revised proposal or specification incorporating the agreed changes.

(f) The Customer shall be expected to carry out an appropriate examination of the Service supplied by the Supplier as soon as is reasonably practicable following delivery in line with clause 4, and in any event within 7 days from delivery. In the absence of any comment or complaint, the Customer shall be deemed to have accepted the quality of the Service.

(g) The Supplier will only accept and act upon instructions communicated to it by or on behalf of the Customer and the Supplier is not obliged to seek verification of such instructions at any stage of the Service.

(h) During the course of the Service the Supplier and/or the Customer may suggest modifications including delivery estimates and scope/specification of the work. Any such modifications must always be agreed in writing and may incur additional fees and expenses.

(i) The Supplier reserve the right to make modifications to the Service where these are necessary to comply with any applicable law or regulation.

(j) The Supplier is not required to keep full records of its work following completion of a Purchase Order unless agreed as part of the Service.

(k) All original preparatory and development materials including but not limited to sketches, scamps, notes, mock ups, prototypes etc, as well as any source material, both digital and physical, produced by the Supplier as part of the Service may, on the written request of the Customer, be assigned to the Customer on full payment.

(l) Any and all Services are provided to and for the sole use of the Customer and none of the Services shall be used by any third party that the Customer may contract with independent of the agreement between the Supplier and the Customer. The Supplier shall not be liable to any third party in any respect for any work and the Customer shall fully indemnify the Supplier against all losses, costs, claims and liabilities arising from any such third party claim.

2. Customer’s Obligations

(a) The Customer shall be responsible for providing the Supplier with all necessary information concerning its goods/services (including the scope of use required, rules of use, any relevant restrictions, any relevant statutory and regulatory controls and, if applicable, industry codes of practice), the market and generally. The Supplier shall not be responsible for any shortcomings in such information. The Customer accepts that its knowledge and experience in its industry sector and in relation to its goods/ services is vital in this regard.

(b) The Supplier reserves the right to not include, or remove, without providing reasons, from its Services anything which, in its sole discretion deems to be immoral, offensive, obscene or illegal.

(c) The Customer shall provide to the Supplier all reasonably necessary access to computer systems and other locations, as required by the Supplier, to:

(i) complete the Service including the necessary read/write permissions, usernames and passwords; and

(ii) to remove data and/or sites for failure to comply with these Terms and Conditions.

(d) The Customer shall be responsible for procuring all necessary permissions, licences and consents which may be required for the provision of the Service unless the Supplier has expressly agreed in writing to be responsible.

(e) The Customer warrants that it either owns or holds the necessary licences in respect of all the materials supplied by it to the Supplier in connection with the provision of the Service and shall indemnify the Supplier against all costs, claims, liabilities and losses if this is not the case. The Customer is responsible for ensuring that all materials supplied by or on its behalf to the Supplier for use in connection with the Service do not infringe any law or regulation or any third party intellectual property rights and shall indemnify the Supplier against all costs, claims, liabilities and losses if this is not the case. The Customer is responsible for informing The Supplier of any changes which might affect the Service.

(f) The Customer shall be responsible for signing off work in writing when requested in accordance with any agreed time schedule and generally in a timely manner. If the Supplier is required to amend/redo work that has previously been signed off then an additional charge will usually be incurred.

(g) The Customer must supply the Supplier with all required materials in accordance with agreed work schedules and the Customer recognises that failure to do so is likely to result in delay and/or additional charges.

(h) Failure of the Customer to meet any of its obligations is likely to affect the ability of the Supplier to meet deadlines and lead times and in such circumstances the Supplier has the right to require that an appropriate adjustment is made.

3. Pre-Service Material

(a) All intellectual property rights in and title to any material created by the Supplier and shown to the Customer prior to the start of the Service (the “Pitch”) remains with The Supplier.

(b) All ideas and concepts of the Supplier which are disclosed to the Customer as part of a Pitch are confidential and shall remain the property of the Supplier and unless the same shall come into the public domain (other than by reason of a breach of a duty of confidentiality due to The Supplier) the Customer shall not use any such ideas or concepts itself or disclose them to a third party without written permission from the Supplier.

4. Specific Services

(a) Website design only

(i) The Supplier requires that the Customer chooses a Squarespace template for website design and the Supplier agrees to adjust the template to the Customer’s needs. Once the Customer reaches the maximum number of revisions for the template(s), any changes to navigation items, colours, structure or content that require changes to the website template will incur an additional charge.

(ii) Once web design is complete, the Supplier will submit the work to the Customer for review. If the Customer requests within 14 days of submission, the Supplier will make one set of minor changes at no extra cost within 14 days from submission. Minor changes include small textual changes and small adjustments to placement of items on the page. For the avoidance of doubt it does not include changes to images, colour schemes or any navigation features.

(b) Hosting websites

(i) The Supplier offers hosting services through Squarespace, as such the Supplier does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. The Customer must familiarise themselves with the terms and conditions of Squarespace in this respect.

(ii) Fees due to third party hosting organisations or renewal of domain names are the sole responsibility of the Customer, unless otherwise agreed.

(i) The Supplier cannot guarantee the availability of any domain name. Where the Supplier is asked to register a domain name on behalf of a Customer, it will endeavour to do so but the Customer should not assume a successful registration.

(d) Search Engine Submission

(i) Due to the infinite number of considerations that search engines use when determining a site’s ranking, the Supplier cannot guarantee any particular placement. The Supplier cannot guarantee the acceptance by any search engine. The Customer acknowledges and agrees that the time it takes to appear in searches results varies from one search engine to another and rankings will also vary as new sites are added. The Supplier recommends that the Customer uses a professional SEO company.

5. Delivery

(a) The Supplier will use its reasonable endeavours to meet Customer timescales however the delivery times of the Service stated by the Supplier are reasonable estimates and the Supplier shall not be responsible for any delay that is not directly attributable to the fault of the Supplier or that is due to circumstances beyond the Supplier’s reasonable control. Time shall not be of the essence unless expressly agreed in writing.

(b) In the event that the Supplier is unable to perform any of its obligations in respect of the Service then if such delay or failure results from events, circumstances or causes beyond its reasonable control then the following shall apply:

(i) The Supplier will be entitled to a reasonable extension of time for performing such obligations; and

(ii) either party may cancel the contract by giving the other party 14 days’ written notice if the delay continues for a period of 12 weeks or more.

This clause does not affect The Supplier’s right for payment for work carried out up to the date of suspension / cancellation.

6. Contract Prices/Title

(a) The total fee is provided in the Purchase Order form and relates to the Services chosen.

(b) Any agreed additional work or modifications to the Service outside of the agreed scope of work will be charged as an additional fee.

(d) Any estimate given of any part of the Contract Price is based upon information available to the Supplier at the time and the estimated number of hours to perform the Service and unless otherwise specified shall remain valid for 30 business days, all errors and omissions excepted. All estimates must be treated as an estimate only and not as a fixed price for the Service unless expressly stated in the proposal or specification. The Supplier reserves the right to withdraw or amend an estimate at any time prior to the formation of contractual relations.

(e) Save as agreed on a case by case basis, the Supplier will usually invoice the Contract Price to the Customer on a date/dates specified within the Schedule and unless a fixed fee has been agreed then the fee charged will be based upon the actual number of hours spent performing the Service. Unless a payment plan has been agreed or an extended payment period has been agreed all invoices are to be paid within 30 days of the date of the invoice. The Supplier is entitled to charge statutory interest on any late payment.

(f) Fees must be paid by bank transfer (using such payment details as are notified by the Supplier to the Customer from time to time).

(g) Any queries the Customer has regarding an invoice must be brought to the Supplier’s attention within 7 days of receipt.

(h) Any work that could not reasonably have been anticipated and taken into account when preparing a fee estimate, may result in additional charges.

(i) The Supplier shall be entitled to make an additional charge should it become necessary to work outside business hours to meet any agreed timeframe although wherever it is practicable to do so the Supplier will notify the Customer before such work is undertaken.

(j) The Supplier requires the Customers to pay 50% of the Contract Price before the commencement of work. Payment in full must be made before the Supplier will commence work.

(k) The remainder of the 50% of the Contract Price shall be paid on completion of the Services.

(l) For larger Projects a payment schedule may be agreed with the Customer where the payment is to be made in stages.

(m) Any property or intellectual property forming part of the Service shall only pass to the Customer when the full Contract Price for the Service has been paid.

7. Intellectual Property

(a) On completion of the Service and upon payment of the Contract Price in full, the Customer shall:

(i) be assigned the copyright and design rights belonging to the Supplier in the final front end work (“the Work”);

(ii) receive a non-exclusive licence to use any commonplace features and aspects of the Service that are generally found in projects of a similar nature and which do not give uniqueness to the Service and the intellectual property rights belonging to the Supplier in all coding and programming required for the use of the final selected work including any pre-existing templates, work and materials belonging to the Supplier, content management system for updating the work or similar programming tools and any other elements of the Service which are not part of the visual appearance of the final selected work (“the Back End Work”).

(iii) The Service does not include any interest in publicly available, royalty-free, free issue or open source work or features incorporated into either the Work or the Back End Work

(b) SCOPE OF USE

The Customer shall not, without prior express written approval from The Supplier, use the Work of Back End Work for any purpose outside of the scope of the brief.

The Service does not include, and the Customer must obtain, all relevant licences for the operation of proprietary software required for the maintenance, running and operability of a website or otherwise in relation to the Service and/or any media upon which any materials delivered by the Supplier as part of the Service are stored.

(d) FONTS

The Supplier may use licensed fonts in the provision of the Service. Any such use is personal to the Supplier and it may be necessary for the Customer to obtain at its own cost a licence for the enjoyment and use of the Work. The Supplier is not liable for any failure of the Customer to hold the necessary licence(s).

The Supplier may use open source fonts in the provision of the Service. The Supplier will not grant any licence or give any warranty in respect of such fonts.

(e) RESERVATION OF TECHNICAL AND ARTISTIC CONCEPTS

The Supplier will not infringe the rights of the Customer in the Work but reserve exclusive ownership of and the right to use all other designs, concepts, ideas or intellectual property developed during the course of the Service.

(f) ORIGINALITY

(i) The Supplier warrants that its own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary in writing) it is the Customer’s sole responsibility, to make all appropriate searches or enquiries in this regard at the appropriate time. Beyond the scope of this warranty, the Supplier shall have no liability to the Customer in respect of any infringement or alleged infringement of intellectual property of any third party or passing off.

(ii) The Supplier gives no warranty as to whether the Work meets any criteria for the registration of intellectual property rights and shall have no liability to the Customer in respect of any failure to register.

(g) MORAL RIGHTS

The Supplier hereby reserves and asserts all moral rights in the Work and the Back End Work created during the Service.

(h) FURTHER ASSURANCE

The Supplier will, at the cost of the Customer, execute such documents and do such things as are reasonably necessary to give effect to this clause.

8. Cancellation of Contract

(a) The Customer may cancel the Service within fourteen (14) days of commencement by providing at least 3 days’ written notice and upon cancellation shall pay to the Supplier all fees due for work undertaken by the Supplier up until the date of cancellation (or when the cancellation is by the Customer, up to the end of the stage of work during which the agreement was cancelled).

(b) Should the Customer request a cancellation after the fourteen (14) days from commencement of the Services, the Customer shall be liable for the full Contract Price.

(c) Any materials relating to any design solutions presented by the Supplier prior to cancellation shall be returned forthwith.

(d) The Supplier shall be entitled to cancel the contract immediately if any part of the Contract Price (for any work being undertaken for the Customer) is outstanding (but not formally disputed) 15 days after the due date or if the Customer shall go into liquidation, receivership (or if proceedings are issued in relation thereto) or equivalent or if it shall enter into an agreement with its creditors. In such circumstances no rights or interest in work produced by the Supplier shall pass to the Customer.

(e) The Supplier reserve the right to immediately cancel the Contract if in its reasonable opinion the continuing involvement with the Customer or the Service might be inappropriate in the circumstances (such as where the relationship has, in the Supplier’s opinion, broken down) or is or might be damaging to the goodwill and reputation of the Supplier, or where the nature of the project has materially changed or where the Customer undergoes a change of control. In such circumstances the Supplier will be entitled to be paid for all of its work up until the date of cancellation and subject to payment in full, the Customer shall be entitled to select and will receive the intellectual property rights in accordance with these terms in one of the design solutions that have been presented to the Customer prior to cancellation.

9. Duty of Confidentiality

(a) Each party will use its best endeavours to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard. The Customer recognises that the Supplier’s methods of working and pricing structures are proprietary and are not generally in the public domain.

(b) Each party shall comply with the obligations under the Data Protection Act 1998 relating to the use and storage of personal information.

(c) The Supplier relies upon the Customer to inform it if any information or material supplied to the Supplier in connection with the provision of the Service is particularly confidential and where appropriate, all such materials supplied to the Supplier should be marked accordingly.

10. Customer’s Responsibility for Implementation

(a) Unless it is agreed as part of the Service full responsibility for implementation, display, electronic integration and compatibility, back up, production and manufacture of graphic designs or work incorporating graphic designs shall remain with the Customer, although the Customer acknowledges that failure to consult the Supplier on implementation or its failure to implement any of the Supplier’s recommendations may result in unsatisfactory implementation.

(b) The Customer shall indemnify The Supplier in respect of any claim howsoever arising under consumer protection or other legislation other than due to a breach by the Supplier of its obligations under the contract.

11. Limitation of Liability

(a) None of the following provisions in this clause shall exclude or limit the liability of the Supplier for fraud or fraudulent misrepresentation or for death of personal injury caused by the negligence of the Supplier or its agents.

(b) To the extent permitted by law the liability of the Supplier under the contract or in tort shall not exceed the greater of the sums paid by the Customer under the contract or such sum as shall be recoverable (as distinct from the amount of cover) by the Supplier in respect of any claim under any insurance policy effected by the Supplier from time to time.

(c) The Supplier shall not be liable for any indirect or consequential loss, loss of sales, loss of profit, loss of production, loss of opportunity, loss or damage to goodwill, loss of reputation, any packaging or distribution cost, or as a result of changes to the work by the Customer or a third party.

(d) Where an error is found in any delivered work (of whatever nature), which is the responsibility of the Supplier then to the extent permitted by law, the Supplier’s liability shall be limited to correcting or replacing the work at its discretion.

(e) The Supplier shall not be responsible for any errors apparent in artwork, copy or proofs that have been signed off by or on behalf of the Customer.

(f) The Supplier shall not be responsible for any dissatisfaction attributable to the provision of incorrect information supplied by the Customer or its agents and suppliers or any changes made by the Customer and/or its agents or suppliers which affects the Service delivered by the Supplier and the Supplier should not be expected to question any such information or change that is provided to it.

(g) The Supplier shall not be responsible for any Squarespace issues, including but not limited to service outages or unavailability of domain names.

12. Publicity and Examples

(a) Once the Service has been made available to the public or has been disclosed to third parties in a non-confidential environment, then the Supplier shall have a reasonable right of publicity in respect of the work (and its use by the Customer) created during the Service and the Customer will provide, if requested by the Supplier, samples of any printed work derived from the Service for the promotion of its business.

(b) The Supplier shall have the right to identify itself in a reasonable manner as the provider of the Service to the Customer.

(c) The Customer shall give reasonable attribution to the Supplier as the creator of the work arising from the Service, including but not limited to placing a logo of the Supplier on the work derived from the Services.

(d) The Supplier reserves the right (where it considers it appropriate) to require any reference or attribution to be removed from work provided as part of the Service.

(e) Nothing in this clause shall compromise the moral rights of The Supplier in respect of the work created by it as part of the Service.

13. Restrictions

(a) The Customer agrees that whilst the Supplier is providing Services to it and for a period of twelve months thereafter it shall not:

(i) approach (directly or indirectly) any of the employees, consultants or freelancers of the Supplier regarding the possibility of them providing services directly to the Customer independently of the Supplier; or

(ii) contract directly with any subcontractor or supplier of the Supplier in a manner that might disrupt the relationship of the Supplier with that subcontractor or supplier.

14. General

(a) Nothing in these terms are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, appoint any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

(b) Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

(c) The contract with the Customer constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(d) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in writing as part of the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

(e) No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

(f) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any

modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

(g) If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. Legal

(a) This agreement shall be subject to English law and under the exclusive jurisdiction of the English Courts.

(b) To the extent permitted by law these terms shall govern the agreement between the Supplier and the Customer and all other terms implied by law are excluded.

(d) The Customer shall not, without the prior written consent of the Supplier assign, transfer or subcontract any of its rights or obligations under these terms.

(e) In the event of a dispute a senior representative from the Supplier and the Customer shall meet to see if it can be resolved and the parties shall consider (but shall not be obliged) to agree to submit to mediation or other alternative dispute resolution otherwise all disputes shall be resolved through the Courts.