This document sets out the terms and conditions for print design, digital design, website development and website hosting services provided to you by Pendulum DesignLtd. referred to as “Pendulum Design”, “Pendulum”, “we” or “us”). These terms and conditions were last updated on 20 August 2023.
Print proof agreement: When Pendulum Design has provided you with a printed or PDF proof, by approving this proof by post or email, you agree to the design and contentsof the printed document as depicted on the proof or as re-supplied following your instructions. Once you give approval and instructions to proceed to final printing, you agree that Pendulum Design has no liability for any errors, omissions or discrepancies that may be present on the proof and waive all rights against Pendulum Design.
Making changes after proof stage: If you require any changes to the final product Pendulum Design will quote you for the additional charges for making any amendments which you shall pay in accordance with these terms and conditions. This is because once the proof is signed off or agreed following your instructions and you then want further changes we will incur further costs such as film / plates charges and these charges will be passed on to you as part of the totalcharges.
Print quality: Every effort will be made to obtain the best possible colour reproduction ofyour work but because of the nature of the processes involved, Pendulum Designcannot guarantee an exact match in colour or texture between any materials withwhich you supply us, and the printed article.
Quantity supplied: Every effort is made to produce the exact quantity of items ordered.However, some variation is inherent in the print process and so you accept thatminor variations in quantity are possible. These do not affect the pricecharged.
Claims: Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Pendulum Design within three days of delivery (or, in thecase of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to Pendulum Design and the carrier within seven days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to Pendulum Design within 28 days of delivery. Pendulum Design shall not be liable in respect ofany claim unless the aforementioned requirements have been followed.
Standing material: All materials (including but not limited to film, plates, negatives and positives) produced and used by Pendulum Design during the production process remain the property of Pendulum Design. Where these materials are provided by the client, they remain the property of the client. Pendulum Designreserves the right to dispose of lithographic work immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, a storage fee may be charged for the safekeeping of the materials.
Payment terms: On print only projects under the value of £15,000, customers agree to pay a deposit of 50%, and to pay the outstanding balance on delivery of completed work. On projects over £15,000, customers agree to pay a deposit of 40%, a further 30% on sign off of design visuals and 30% on delivery of completed work. On print projects that include website services our terms and conditions for all services supersede our print payment terms.
Website design and development: Pendulum Design will design and develop your website inaccordance with your requirements as outlined in your brief or on larger jobsour technical specification. Once you have agreed the look and feel of thewebsite design and given instructions to Pendulum Design to proceed to thewebsite development, any subsequent changes in style or design requested by youwill be charged for at the appropriate hourly rate.
Website updates and site maintenance: These are charged at £85 per hour. If you want tointroduce new material in the form of extra pages, additional functions, ormore information than is already available on your site, this must be paid foras a new job. Alternatively, we offer maintenance agreements charged monthlythat include minor website updates and site maintenance. Contact us for a fullspecification and pricing. If you do not have a maintenance or hostingagreement with Pendulum Design, we are not responsible for the loss of files,website technical issues or website security issues.
Hosting and email accounts: Pendulum Design accept no responsibility for any loss of business through non retrieval of emails, bounced messages or undelivered electronic mail. Pendulum Design take no responsibility for the content ofemails including attachments and viruses. All hosting packages are non-refundable. Should the client request that a domain name purchased by Pendulum Design on their behalf be transferred to another host, a release feeof £85 (plus VAT) will be charged. Website hosting will be renewed automatically as part of the initial terms and conditions, with a notice periodof not less than three months given by either party to cancel. Clients mustcancel their renewal via email or letter within this time, otherwise allcharges will become payable and cancellation will not be accepted after thisdate, as monies will have been paid by Pendulum Design on the client’s behalf.It is not Pendulum Design’s responsibility if there is a delay in the transferof a domain name held with another provider, and this will not be accepted as areason to delay payment in full of all outstanding monies. If you do not payany invoice for website hosting within 30 days of the invoice date, PendulumDesign reserve the right to take the site down.
Systems: Alls ystems we develop, including e-commerce and Content Management Systems, provided to the client remain the intellectual property of Pendulum Design and as such no access is given to the source code or database. E-commerce, CMSe-commerce and CMS systems will be populated with content during thedevelopment stage of the project providing content is received in good time.Alternatively, the developed site can be provided as an empty shell, andtraining will be given to the client(s) on using the system. A delay in theclient providing content or populating the site will not be accepted as a reason for delayed payment as, once it is ready to be populated and traininghas been given, Pendulum Design’s job is done. Where clients feel unable to create their own product imagery, a photographer must be sought. PendulumDesign can provide a photography quotation if required. For ongoing sitemaintenance we recommend one of our maintenance agreements. Full specifications and pricing for these services are available on request.
Bespokesystems: In the case of a bespoke solution (website), upon settlement of all outstanding monies due to Pendulum Design for the development / design of suchsolution, full copyright and title will pass to the client.
Warranty: Pendulum Design guarantees that all of its websites provided to clients insofaras any faults or bugs will be rectified within a reasonable period of time soas not to interrupt the service provided by clients to their clients / users for an unacceptable time. This guarantee lasts for a period of 30 days from the completion of the project.
Exceptions: We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proofare liable to change. To this end we will amend smaller details such as these during the development process. Larger changes, such as the creation of a newpage or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for.
Exceptions: We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as theseduring the development process. Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for.
Exceptions: We accept that certain details regarding your business, such as telephone numbersand email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as theseduring the development process. Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for.
Instructions: We will rely on your instructions to provide you with any of our serviceswhether your instructions are given in writing, by email, over the telephone orby text message.
Office hours: Pendulum Design’s office hours are 9:00am - 6:00pm, Monday to Friday.
Contacting Pendulum Design: Email: studio@pendulumdesign.uk. Office: Patch, 42 YorkStreet, Twickenham, TW1 3LJ Post: Pendulum Design Ltd. 71-75 Shelton Street,Covent Garden, London WC2H 9JQ.
Provision of materials: You agree to provide us with the copy, images and information we require in order to create your product, or to advise us as to where we canlocate such materials. We accept no responsibility for your site not being put live/product being completed by a specific date if we are unable to securenecessary and/or suitable information and/or materials from you. We accept no responsibility for the delay caused in providing you with the final product asa result of your supplying us with insufficient or unsuitable materials.
Intellectual Property Rights: Unless negotiated and agreed in writing, Pendulum Design retains and does not transfer to you any Intellectual Property Rights contained in any general artwork, commissioned artwork, illustrations, website design, programming and copy. If you supply us with material, it is your responsibility to obtain all necessary copyrights for its use, and we assume that you possess these and you indemnify and hold harmless Pendulum Design for all losses, damages and liability accordingly. We reserve the right to use any artwork or printing we produce for the purposes of promoting our services unless you request otherwise in writing. “Intellectual Property Rights” means in these terms and conditions: all patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, or forms of protection which subsist or will subsist now or in the future in any part of the world.
Quote /estimates: All quotes for work are valid for thirty (30) days, after which time all proposed work will have to be re-quoted. We take no responsibility for are-quoted price differing from an original quote.
Illegal matter: Pendulum Design reserves the right not to print any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. You indemnify and hold harmless PendulumDesign against any claims, costs, damages, liabilities and expenses (whether paid under court order or by settlement) arising out of any libellous matter or any infringement of the Intellectual Property Rights or of any other proprietary or personal rights contained in any material printed for you. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
Limitation of Liability: Nothing in this terms and conditions shall operate to exclude or limit either party’s liability for (a) death or personal injury caused by its negligence; (b) any breach of the terms implied by section 12 of the Sale ofGoods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; (c)fraud; or (d) any other liability which cannot be excluded or limited under applicable law. Subject to the previous sentence: (a) Pendulum Design shall under no circumstances whatever be liable to you, whether in terms and conditions, tort (including negligence), breach of statutory duty, or otherwise, for any direct or indirect loss of profit, or any indirect or consequential loss arising under or in connection with these terms and conditions(including but without limitation loss of goodwill, business, anticipated savings, contracts, opportunity or reputation); (b) Pendulum Design shall not be liable for any loss to you arising from delay in transit caused by circumstances beyond Pendulum Design’s control; and (c) Pendulum Design’s total liability to you in respect of all other losses arising under or in connection with these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the charges you have paid in the last 12 months. Except asset out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the terms and conditions. This paragraph shall survive termination of the terms and conditions.
Force Majeure: Pendulum Design accept no responsibility if we are unable to carry out any provision of these terms and conditions for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, fire,flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to anyinability to procure materials required for the performance of the terms and conditions. During the continuance of such a contingency you may, by writtennotice to ourselves, elect to terminate the terms and conditions and pay for work done and materials used, but subject thereto you shall otherwise accept delivery when available.
Price breakdown: All invoices we send you will be clearly itemised, detailing every stage of the project. VAT is charged at the current Customs & Excise ratesand according to current regulations, irrespective of whether or not it is included in a price quotation.
Jobs put on hold or cancelled by the Client: Jobs put on hold or cancelled by you during production will be invoiced at current stage and materials. This invoice mustbe paid in full together with any VAT that falls due accordingly.
Payment terms and late payments: On projects under the value of £30,000 (plus VAT), customers agree to pay a deposit of 50% before work commences and 50% on project completion (usually website go-live). On projects over £30,000 (plus VAT),customers agree to pay a deposit of 40% before work commences and the remaining balance, split as detailed in our quotations over the duration of the project.In relation to our website services, when we have finished developing your site, we will upload it to a live test area on our server under a temporary name. After we have informed you of the site’s location on our server, you have48 hours to view the site and ask for any amendments to be made. The site can remain in our live test area for a longer period if you specifically request this. After the 48-hour viewing period has elapsed, the outstanding invoice amount (50% on projects under the value of £30,000 plus VAT, the last month’s payment on projects over £30,000 plus VAT if not already paid) will be issued as - apart from minor alterations or transfers onto other domain names - our work on the site is then complete. Once the bill is settled in full, we will put the site live on its own domain name, or - if you have not yet selected one- it will remain live on our server. If you possess your own domain name, we will initiate whatever process is necessary to put the site live once the bill is settled. You are not permitted to point your own domain name to the test site on the Pendulum Design server. If this is found to be the case, we reserve the right to remove the site from our server. Pendulum Design’s payment terms are 30 days from the invoice date. Pendulum Design shall, at its discretion, charge interest in accordance with the Late Payment of Commercial Debts (Interest)Act 1988 at 8% above the Bank of England base rate on invoices paid after the invoice due date together with its associated debt recovery costs and administrative costs including but without limitation £40 for each invoice up to £1,000, £70 between £1,000 and £15,000 and £100 for invoices over £15,000.
Termination and insolvency: Pendulum Design shall be entitled to terminate this agreement if(a) you breach these terms and conditions, or (b) do not pay any valid invoice when due or (c) the customer ceases to pay their debts in the ordinary course of business or proves unable to pay their debts as they become due or, being, a company, is deemed to be unable to pay its debts, or has a winding-up petition issued against it or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against it. In any of these events Pendulum Design, without prejudice to other remedies, shall: (i) have the right not to proceed further with the terms and conditions or any other work for the customer and been titled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to it, and (ii) in respect of all unpaid debts due from the customer, have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 30 days’ notice to dispose of such goods or property in such manner and at such price as we think fit and to apply the proceeds towards such debts.
Data protection: Pendulum Design agrees to keep the confidential information of its clients confidential, including all administration areas of websites and details of referrers and those who are referred. All such data recorded by a website will be completely secure, and all information will be treated as confidential in accordance with the Data Protection Act.
Governing law and jurisdiction: These terms and conditions, and any dispute or claim a rising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.