Terms & Conditions
The following terms and conditions apply to all design and associated services offered by Black Wolf Creative. By ordering services from Black Wolf Creative you are agreeing to the following terms and conditions.
- Reasonable notice will be required for requirements to allow them to be scheduled to meet client deadlines.
- In the event of short notice deliverables that require disruption to existing work schedules these will be chargeable at a premium rate
- Requests should be confirmed in writing to avoid ambiguity
- In the absence of a written and agreed specification all administrative activity to decipher email trails and query verbal requirements will be chargeable at the standard hourly rate
- All submissions which are to be sent to print or manufacture must be checked and approved by the client, Blackwolf Creative accepts no liability for printing costs and amendments for work that has been instructed by the client to send to print or manufacture without documented approval by the client
- All invoices should be paid within 30 days of the work being submitted, payment delays will be charged with interest
We reserve the right to refuse to provide services for a company or associated services which does not accord with our ethical policy or that we judge to be unfit due to content or otherwise. This includes, but is not limited by, companies or sites containing or promoting adult oriented material such as pornography, companies or sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and companies or sites which infringe copyright or are contrary to UK or other relevant national or local laws or regulations.
The contract between Black Wolf Creative and the client shall consist of the quotation with its specifications and these terms and conditions.
It may not be necessary to have a signature for the contract to commence, verbal communication, email communication or other exchange making it clear that the work specified is required to be carried out shall constitute commencement of the contract and a contractual agreement between the client and Black Wolf Creative shall exist based on the quotation with its specifications and these terms and conditions.
Blackwolf Creative cannot always guarantee to start work immediately on a commission but will arrange a date with the client as to when work can commence. An anticipated finishing date will be agreed and Blackwolf Creative will do its best to adhere to that but cannot guarantee to do so in the light of circumstances outside its control.
Where in the instance that a time scale has been agreed, Blackwolf Creative will not be responsible for any consequential losses to the client if the deadline is not met.
Design Development Process
When designing graphics or designing for print, Blackwolf Creative will provide a draft of the design by submitting to the client digital prints or Adobe Acrobat PDFs, which the client may view and comment upon the progress. When designing for the internet or stand alone digital media, Blackwolf Creative will provide a draft of the design on its own server during development so that the client may view and comment upon the progress. When the design meets the specifications set out in the quotation with its specifications, Blackwolf Creative will invoice the client for the full amount due.
On receipt of payment, in the case of graphic design or design for print, Blackwolf Creative will provide either the client or the client's specified supplier digital downloads with all finalised artwork.
Where in the instance that a time scale has been agreed, Black Wolf Creative will not be responsible for any consequential losses to the client if the deadline is not met. Blackwolf Creative uses its best endeavours to ensure services remain functional at all time. However, Blackwolf Creative can not guarantee or warrant that the functions and content of the services will be uninterrupted or error-free. Any problems will be dealt with as speedily as is appropriate to the content and may be chargeable at our normal rate during working hours and at double that rate outside normal working hours.
Once the design or other services meet the terms of the quotation with its specifications any modifications to the design will be considered an amendment to the contract. In the absence of a maintenance agreement the time and costs involved in making such changes will be charged to the client.
Supply of Content by the Client
The client undertakes to inform us prior to commencement of the project if there is a critical requirement to meet specific performance criteria.
If, during the development, the client does not supply the content required in order to complete the commission within the anticipated time frame, Blackwolf Creative will invoice up to the full amount quoted. When the content is supplied there may be additional time costs involved due to the overrun of the project which impinges on the ability of Blackwolf Creative to service other clients.
All material, both text and images, supplied by the client and used in the construction of the client's project, will remain the client's property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws. The client shall indemnify Blackwolf Creative against all and any claims arising from the use of materials of any sort provided by the client or obtained under the direction of the client from third parties such as graphic designers.
The copyright for all material provided by Blackwolf Creative, such as HTML code, graphics, photographs and text, will remain the property of Blackwolf Creative until such time as payment has been made in full. They will then become the property of the client with copyright shared between the client and Blackwolf Creative. This allows either party expeditiously to pursue any copyright infringement. Should the client wish to retain exclusive copyright this shall be arranged but the copyright of Blackwolf Creative shall only be assigned if done so expressly and in writing to the client.
Testimonial, Reference and Links
Blackwolf Creative retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios. Blackwolf Creative retain the right to refer other prospective clients to your website as testimonial or reference material.
Payment terms are strictly 30 days unless otherwise agreed. Whilst any payment due under the agreement remains outstanding, Blackwolf Creative shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement. Blackwolf Creative expects payment by cheque, electronic bank transfer or cash within 30 days of the date on the invoice.
Payment may be made in Euros, GBP or US Dollars provided this has been agreed in advance and a sum sufficient to cover exchange commission and charges and any other additional expenses incurred has been added to the amount due. Any payment returned by the bank or credit card company will incur a £10 administration charge in addition to any charges made by the bank. This will be invoiced and will be added to the total outstanding debt owed by the customer.
In accordance with the Late Payment of Commercial Debts Act 1998 interest will be charged on all payments received outside of payment terms at the rate of eight per cent above the Bank of England Base Rate as applicable on the previous 31 December or 30 June whichever is the most recent. In case collection proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process.
If for any reason whatsoever we are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
Unforeseen and Additional Costs and Expenses
Additional costs incurred in the provision of: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection provided by third parties are non refundable.
Domain Name Research and Registration
Where the client requests Blackwolf Creative to research and register a domain name the domain name will always be the property and in the control of the client. If, for whatever reason, this is not possible then the client will be informed of the fact. All fees and costs incurred will be payable by the client.
Where the operation of services provided by Blackwolf Creative involves the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts and related regulations.
Blackwolf Creative can arrange the required notification and the current fee for Notification and time and other costs will be payable by the client.
The client shall indemnify Blackwolf Creative against any actions, costs and liabilities arising from the use in good faith by Blackwolf Creative of personal data provided by the client or through the client's website / promotional material.
The client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated, and will hold harmless, protect, and defend Blackwolf Creative and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the services provided.
If necessary Blackwolf Creative reserves the right, and the client hereby agrees, to allow the use of sub-contractors or agents to work on any aspect of the design or website.
If for any reason whatsoever Blackwolf Creative is unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product. The entire risk as to the quality and performance of the website or other services is with the client. In no event will Blackwolf Creative be liable to the client or any third party for any damages, including, but not limited to, service interruptions caused by acts of god, the hosting service or any other circumstances beyond the control of Blackwolf Creative, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website or other services, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitors' computer or Internet software, even if Blackwolf Creative has been advised of the possibility of such damages.
Quotations and Tenders
Tenders and Quotations are valid for thirty days from the date on the tender or quotation. All prices quoted may be subject to change after this period.
Advice and Consultancy
Any advice given in respect of software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by us or by a third party, whether introduced by us directly or indirectly is accepted by you as an opinion and as such you agree that prior to acting on any of the aforementioned that you will first obtain professional advice. You further agree to indemnify us of all liability with regard to any decision or action performed by you that may or may not be a direct or indirect result of any contact or dealing with us.
Our consultancy service and general advice is, by its nature, subjective. It is up to you whether you decide to follow our ideas and suggestions. It is not possible and we do not guarantee that any of those ideas and suggestions will increase traffic to your site, improve your ratings with search engines or boost sales.
Endeavour to provide appropriate training as agreed and on terms agreed. The outcomes of training personnel in whatever activities agreed are not readily quantifiable and as such we cannot accept liability for any training we provide not meeting the client's or the trainee's expectations.
Right to Assign
This Agreement is personal to you and you may not assign it without our prior express written consent.
Blackwolf Creative's preferred method of communication is by email. Invoices and quotes will be sent by email and shall form a legal document just as if sent by traditional post.
The design process will be undertaken by telephone conferencing, sample Internet design publication on Blackwolf Creative's website, file design submission on computer disk, or other method as appropriate to the client's particular circumstances.
Cancellation and Termination
Blackwolf Creative may, by written notice, terminate the Agreement between us immediately upon the happening of any of the following events.
- You fail to pay any invoice which has become due.
- You commit a material breach of any of the terms of the Agreement between us.
- You enter into or propose a voluntary arrangement or composition with your creditors or reconstruction of your debts or your directors make a declaration of solvency for the purpose of a members’ voluntary winding up, or if notice is given of a creditors’ meeting in connection with a creditors’ winding up, or if a special resolution is passed that you be wound up by the court, or if an administrative or other receiver is appointed, or if the court makes and administration order or order that you be wound up by the court, or if you cease to carry on business or are unable to pay your debts within the meaning of the Insolvency Act 1986 Section 123.
Should Blackwolf Creative decide to terminate the Agreement between us immediately upon the occurrence of one of the above circumstances, we reserve the right to exercise any other rights which we may have against you.
Waiver and Interpretation
Should Blackwolf Creative waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Blackwolf Creative to waive the same clause on any other occasion.
These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealing between us and you. Any variation to these terms and conditions shall be inapplicable unless agreed between ourselves before we commence any work on your behalf.
Work, services or products are only supplied in strict accordance with these terms and conditions.
The provision of work, services or products by us is only undertaken on the understanding that you have read and accept these terms and conditions in full.
By agreeing to these terms and conditions your statutory rights are not affected.
This contract shall be subject to English Law. In the event that Blackwolf Creative is not entitled to rely on a term or terms in this contract, then Blackwolf Creative may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.
No terms or conditions endorsed upon, delivered with or contained in the client's purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract.
The client must ensure that the terms of its order and any applicable specification are complete and accurate.
In connection with the Client Order, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information ("Confidential Information") of the other party. Confidential Information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and a party's contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.
Relationship of the Parties
The relationship of the parties in connection with this Agreement and the Client Order is that of an independent contractor relationship, and no partnership, joint venture or employee/employer relationship is intended.
Neither party shall be deemed in default of this Agreement or the Client Order to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party wirtten notice thereof within ten (10) business days of such event or occurrence.
(a) In the event that any provision of this Agreement or the Client conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.
(b) This Agreement may be modified by Blackwolf Creative at any time by publication through its website or by sending each Client an email to the address listed on the Client Order, except that such changes shall not effect Client Orders that have already been accepted.
(c) This Agreement and the Client Order may be executed in counterparts, each of which shall be deemed an original and both of which when taken together shall be deemed to constitute the same instrument.