Terms & Conditions

FlipForge - November 2023

Agreement rules:
1. "In this agreement, references to 'we,' 'us,' or 'our' shall pertain to FlipForge, operating as the trading name of Daniel Harrison Cullen.
2. This rule explains that when phrases such as 'including,' 'include,' or 'in particular' are used, they are meant to provide examples rather than limitations to the meaning of the words that came before them.
3. A reference to 'writing' or 'written' also includes emails and various forms of electronic messaging, encompassing a wide range of digital communication methods.
4. Singular words encompass their plural forms, and vice versa. Terms implying a specific gender are intended to include all genders.
5. “Force Majeure Event” Clarification: An event beyond a party’s reasonable control, unforeseeable, or, if foreseeable, not reasonably avoidable. Examples include strikes, lock-outs, acts of God, war, terrorism, natural disasters, etc.
6. “Digital Materials” Clarification: Refers to any digital content, designs, concepts, or other materials created or provided as part of the agreement.
7. A reference to a party, encompassing its personal representatives, successors, and permitted assigns, aligns with the definition of a person, which includes individuals and both incorporated and unincorporated entities, irrespective of their legal status.
Agreement foundation:
1. Your agreement and business association extend to us for the duration of your project and any subsequent hosting or ongoing work.
2. Clients must obtain explicit approval before advancing from a quote. Acceptance implies acknowledgment that these conditions exclusively govern the agreement. Payment of the deposit explicitly signifies agreement to the comprehensive terms. Confirming in writing your agreement to the project also constitutes acceptance of these terms. Quotes are valid for 30 days, after which their use is at our discretion. We reserve the right to accept or reject the use of expired quotes for new or ongoing projects.
3. In the event of any conflict between the terms outlined in the Project Agreement and these general terms, the provisions specified in the Project Agreement shall prevail and govern the agreement.
4. The terms specified in this agreement take priority and prevail over any other terms, regardless of attempts to impose or imply them through trade, customary practices, or previous cooperation.
5. This agreement constitutes the entire understanding between both parties. You acknowledge not relying on any statements, promises, or representations not explicitly stated herein. Additionally, any samples, drawings, or descriptive materials provided are solely for informational purposes and do not form part of this agreement or any contract for the sale or procurement of Materials and/or Services.
6. Upon agreeing with the Project Agreement, you affirm having diligently reviewed its contents and assert its accuracy in reflecting the services you require us to execute. This affirmation remains valid irrespective of any disparities with previous discussions, briefs, correspondences, or instructions.
Payment Terms
1. Unless explicitly agreed otherwise in writing, the standard payment terms for our services require a 25% deposit to be paid prior to the commencement of any work. An additional 50% payment is due upon approval of concept proof/s, with the remaining 25% to be paid upon the completion of all contracted works. Final deliverables, including but not limited to project files, documents, or any tangible or intangible assets, will not be released or transferred until the full and final payment of the remaining 25% is received.
2. VAT will be clearly indicated on all invoices and price quotes. Any fees discussed outside of official invoices or quotes are subject to VAT as calculated on these documents.
3. In the event that the client causes delays in the progression of the project, we reserve the right to impose additional costs beyond the original invoice. These supplementary charges may be applied to compensate for any increased expenses, resources, or time incurred due to the client-induced delays. The client will be notified in writing of any such additional costs, and they are obliged to fulfil these payments within the agreed-upon terms specified in the initial invoice.
4. Works commence upon receipt of payment. Invoices are due immediately, with a 5% per month late fee applied to any unpaid invoice exceeding 14 days from the dated invoice. We reserve the right to deactivate hosting services and withhold rights to any ongoing work in connection with a missed payment.
5. For clients with standing orders, the initial month's service fee will be charged at the time of the transaction. Subsequent monthly fees will be automatically deducted every 28 days, with the first standing order set to occur 21 days after the initial transaction. Clients are required to settle each monthly invoice within 7 days to avoid potential termination of services. Reactivation of services is possible upon settling outstanding invoices, subject to our discretion and the payment of a reactivation fee, if applicable.
6. Payment is to be made via our site using either Debit/Credit cards with accepted networks including Visa, Mastercard, American Express, China Union Pay, JCB, Cartes Bancaires, Discover, Electron, and Maestro. Alternatively, PayPal is also an accepted payment method.
7. Clients are required to raise any objections to invoices within 48 hours from the invoice date. Absence of objections within this timeframe will be considered as acceptance of the invoice.
8. Payment is expected in sterling, payments made in other currencies may be subject to additional fees.
Provision of services:
1. The project officially commences upon our access to funds. Any delays in fund availability may impact the timeline, and we strive to keep the customer informed about resulting adjustments.
2. The Scope of Works, to be determined by the Project Agreement before commencement, sets the foundation for our commitment to adhere to approximate timelines. Recognizing the non-binding nature of these schedules, clients play a pivotal role by promptly providing necessary materials, particularly when needs emerge later in the project. We cannot be held responsible for delays resulting from clients' unreasonable postponements or Force Majeure events. In such cases, we will exert reasonable efforts to mitigate any impacts on project timelines.
3. When providing content for the materials, you agree not to submit defamatory, offensive, discriminatory, lewd, or illegal content, and you warrant that your content will not infringe upon the intellectual property rights of any third party. You indemnify us against any claims, damages, costs, or liabilities arising from your breach of this clause, including legal and professional fees incurred in our defence. We also retain the discretionary right to refuse any material that, in our judgment, does not align with these specified guidelines.
4. We reserve the right to employ third-party services at our discretion without prior notice. It is understood that we do not provide a warranty on the works or guarantee the level of rights concerning intellectual property. The use of third-party services is subject to the terms and conditions set by the respective third parties, and users are encouraged to review and comply with these terms. We shall not be held liable for any issues or infringements arising from the use of third-party services.
Ownership and Usage rights:
1. Upon full payment, the Client shall have the non-exclusive, perpetual, and worldwide rights to use, display, and reproduce the final designs or project deliverables for the purposes outlined in the project scope.
2. We retain all intellectual property rights, including but not limited to copyrights, trademarks, and any other proprietary rights, to the original designs and concepts created during the project.
3. Upon full payment, the Client is granted permission to use the final deliverables solely as delivered, without the right to derive new works or use them as a basis for other creations. This limitation ensures the protection of our intellectual property rights. However, expanded usage rights can be obtained if a premium is agreed upon in writing and paid for. The extent of these rights will be specified in detail within the Project Agreement.
Changes to Works agreed upon:
1. In the event of a requested change to the scope of works outlined in the Project Agreement, the request must be submitted in writing and is subject to review. If the Project Agreement has been signed, we reserve the discretion to assess additional fees and may require the client to sign a new Project Agreement before proceeding with the revised scope of works.
2. If a change request is submitted later in the project, the percentage of the full fee charged for completed works is at our discretion, which will be reflected in the new Project Agreement. The adjusted fee will not be subject to any discounts or reductions.
3. The customer acknowledges that change requests are likely to have impacts on project timescales. Any modifications to the scope of works may result in adjustments to the project timeline, and the customer understands and accepts the potential impact on agreed-upon schedules.
Revisions:
1. Additional revisions or concepts will incur a fee, which will be specified in the Project Agreement.
2. Any works or requests for services beyond the agreed-upon scope outlined in this contract, including but not limited to additional concepts, modifications, or tasks, shall be considered.
3. We reserve the right to assess and determine any additional fees for revisions based on the complexity, scope, or severity of the requested changes.
4. The Client acknowledges that the fees for revisions may vary at our discretion, influenced by factors such as the extent of changes, impact on the project timeline, or complexity of the requested modifications.
Limited Warranty:
1. Within three months of invoice payment, if the delivered works do not align with the agreed-upon scope of works, exhibit defects due to workmanship, or feature materials of unsatisfactory quality, the client is entitled to notify us in writing. Following notification, we will assess the issues and, at our discretion, determine if the materials are eligible for warranty repair. The client agrees to provide us reasonable time for review before any warranty-related decisions are made.
2. In the event that issues raised during the warranty period are a result of client misuse, including damage to physical materials, or if the client does not reasonably cooperate with us to address the identified issues, we cannot be held accountable for the resolution of such matters.
3. Examples of misuse include any modification, variation, development, adoption, or amendment of the Digital Materials that is not carried out by us.
4. The client acknowledges that prints may differ from proofs due to variations in hardware and other factors, both physical and digital. We hold no liability for materials produced by a third party.
5. We retain the right to charge a fee proportional to the resources used if the warranty request is found to be ineligible.
6. Except as explicitly specified in this agreement, all implied warranties, conditions, and other terms, whether arising from statute or common law, are excluded to the maximum extent permitted by law.
Limitation of liability:
1. Nothing in this agreement shall limit or exclude our liability for:
  1. death or personal injury caused by our negligence, or the negligence of our employees, agents, or subcontractors (as applicable);
  2. fraud or fraudulent misrepresentation; or
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  4. defective products under the Consumer Protection Act 1987; or
  5. any matter to the extent it would be unlawful for the Supplier to exclude or restrict liability.
2. Upon the Client's written acceptance or receipt of final payment, whichever comes first, of the final deliverables, the Designer's liability for any defects, errors, or issues in the delivered work shall cease, except in cases of intentional misrepresentation or gross negligence on the part of the Designer.
3. Neither party shall be held liable for any failure or delay in fulfilling their respective obligations under this agreement (excluding payment obligations) to the extent such failure or delay is caused by a Force Majeure Event. A Force Majeure Event refers to any event beyond a party’s reasonable control, unforeseeable, or, if foreseeable, not reasonably avoidable. Such events include, but are not limited to, strikes, lock-outs, industrial disputes, failure of energy sources, information technology systems, communication or transport networks, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, shortages of supplies, nuclear, chemical, or biological contamination, sonic booms, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, natural disasters, extreme adverse weather conditions, or default of suppliers or subcontractors.
4. The Client acknowledges that once the final deliverables are accepted and, in their possession, the responsibility for any further use, modifications, or consequences thereof rests solely with the Client. The Designer shall not be held liable for any subsequent outcomes or changes made to the work delivered.
5. In the event that the client believes there may be grounds for a legal case arising from the designer's negligence or intentional misrepresentation, the client agrees to promptly notify the designer, allowing both parties the opportunity to address and resolve the matter amicably before pursuing legal action.
Confidentiality and Referencing:
1. Both parties agree to keep project details and any sensitive information confidential, as defined by the terms of this agreement. This confidentiality obligation extends to all project-related materials and discussions shared between the parties, unless otherwise required by law or mutually agreed upon in writing.
2. The Client understands and agrees that confidentiality applies to any non-public information provided by the Client and to the designs, concepts, and materials created during the project's course. The Designer commits to maintaining the confidentiality of the Client's proprietary information and project details.
3. The Client acknowledges that the Designer may reference and include the completed work in their portfolio, website, or promotional materials as an example of the Designer's capabilities, unless otherwise agreed upon in writing between both parties.
4. The Designer retains the right to showcase the completed work for promotional purposes, demonstrating the Designer's capabilities, while ensuring no disclosure of sensitive or proprietary information in violation of the confidentiality agreement. Further, unless a premium arrangement has been agreed upon in writing and fulfilled, a discreet link may be added to the bottom of websites.
5. Furthermore, both parties agree not to make any disparaging remarks or negative statements about each other in any form of communication, whether oral, written, or digital.
Cancellation Policy:
1. Cancellation Before Concept Work Completion:
  - If the Client decides to cancel the project between the acceptance of the Project Agreement and the completion of concept work, we reserve the discretion to refund the deposit. This refund is subject to the sole discretion of the Designer.
2. Cancellation After Viewing Revision Ready Works:
  - If the Client cancels the project after viewing works ready for revision, the Client must pay the full amount for the project, irrespective of the cancellation.
3. Discretionary Refunds:
  - In exceptional circumstances or at the Designer's sole discretion, a refund may be considered beyond the stated policy. However, this is not an obligation and will be determined on a case-by-case basis.
Other:
1. Third party:
  - The client may not subcontract any of the work without obtaining our prior written consent.
  - No third parties have rights under this agreement.
2. Dispute Resolution and Applicable Law
  1. Any dispute arising from or relating to this contract shall first be resolved through Alternative Dispute Resolution (ADR) after either party gives written notice of a dispute.
  2. Applicable Law:
    1. This contract shall be governed by and construed in accordance with the laws of England, excluding any principles of conflicts of law that would apply to the laws of another jurisdiction.
  3. Exclusive Jurisdiction Clause:
    1. Any legal proceedings or disputes arising from or related to this contract and not resolved through Alternative Dispute Resolution (ADR) shall be subject to the exclusive jurisdiction of the courts of England.
3. Variance:
  1. Unless expressly reserved rights to make changes are exercised, any modifications to this agreement, including the addition of terms and conditions, shall only be binding when mutually agreed upon in writing by both parties.
4. Links to external websites:
  1. When including links to external websites on our site, We cannot ensure the functionality or availability of these links, as we have no control over the linked pages. We assume no responsibility for the content or reliability of any other websites linked from our site. The inclusion of links should not be construed as an endorsement of any kind. Additionally, We are not liable for the privacy policies of external websites, and we strongly recommend reviewing the privacy policies of any external sites you visit.

If you have any questions or inquiries regarding our Terms and Conditions, please do not hesitate to contact us at info@flipforge.co.uk. We value your understanding and cooperation.

Daniel Harrison Cullen T.A. FlipForge

Terms and Conditions November 2023

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