Terms & Conditions

The following Terms & Conditions of Service apply to all products and services provided by River Associates Ltd [River].

All work is carried out by River on the understanding that the client has agreed to these Terms & Conditions.

Copyright is retained by River on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.

If a choice of design is presented, only one solution is deemed to be given by River as fulfilling the contract. All other designs remain the property of River unless agreed in writing that this arrangement has been changed.

1. Project acceptance

At the time of proposal River will provide the client with a written estimate or quotation. The Terms & Conditions can be read on River's website.

A copy of the written estimate or quotation is to be signed and dated by the client to indicate acceptance and should be returned to River. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept River’s Terms & Conditions. No work on a project will commence until either document has been received by River.

2. Design charges

Charges for design services to be provided by River will be set out in the written estimate or quotation that is provided to the client. At the time of the client’s signed acceptance of River’s estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 25% of the quoted fee will become immediately due. Work on the project will not commence until River has received this amount.

3. Charges for other services

Charges for any additional services over and above the estimated design will become fully payable [100% of the quoted amount] at the time of estimate or quotation acceptance.

4. Payment

The client will be provided with an invoice prior to final publication [whether print- or web-based]. At this time the remainder of the amount due will become payable. Accounts which remain outstanding for 30 days after the date of invoice will incur an extra charge of 2% per month of the outstanding amount.

Payments may be made by cheque, credit card, electronic funds transfer or, for overseas customers, International Money Order.

Publication and/or release of work done by River on behalf of the client may not take place before cleared funds have been received.

Returned cheques will incur an additional fee of £50 per returned cheque. River reserves the right to consider an account to be in default in the event of a returned cheque.

5. Default

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice or following a returned cheque. River shall be considered entitled to remove its and/or the client's material from any and all computer systems until the amount due has been fully paid. This includes any and all unpaid monies due for services including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and stock image libraries.

Removal of such materials does not relieve the client of it's obligation to pay the due amount. Clients whose accounts become default agree to pay River reasonable legal expenses and third party collection agency fees in the enforcement of these Terms & Conditions.

6. Copyrights & trademarks

By supplying text, images and other data to River for inclusion in the client's website or other medium the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client or rightful copyright or trademark owner.

Any artwork, images or text supplied and/or designed by River on behalf of the client will remain the property of River and/or its suppliers.

The client may request in writing from River the necessary permission to use materials [for which River holds the copyright] in forms other than for which it was originally supplied, and River may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.

By supplying images, text or any other data to River the client grants River permission to use this material freely in the pursuit of the design.

Should River or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently is discovered to have such copyright or royalty usage limitations, the customer will agree to allow River to remove and/or replace the file from the site or other medium.

The client agrees to fully indemnify and hold River free from harm in any and all claims resulting from the client in not having obtained all the required copyright and/or any other necessary permissions.

7. Alterations

The client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.

The client also agrees that River accepts no responsibility for any amendments made by any third party before or after a design is published.

8. Licensing

Any design, copywriting, drawing, idea or code created for the client by River or any of its contractors is licensed for use by the client on a one-time only basis and may not be modified, re-used or re-distributed in any way without the express written consent of River and any of its relevant sub-contractors.

All design work, where there is a risk that another party may make a claim, should be registered by the client with the appropriate authorities prior to publishing or first-use or searches and legal advice sought as to its use. River will not be held responsible for any and all damages resulting from such claims. River is not responsible for any loss or consequential loss, non-delivery of products or services of whatever cause. The client agrees not to hold River responsible for any such loss or damage. Any claim against River shall be limited to the relevant fee[s] paid by the client.

9. Data formats

The client agrees to River's definition of acceptable means of supplying data to the company.

Text is to be supplied to River in electronic format as standard text (.txt), MS Word (.doc) on CD-ROM, DVD or via email or SMTP server.

Images which are supplied in an electronic format, are to be provided in a format as prescribed by River on CD-ROM, DVD or via email or SMTP server. Images must be of a quality suitable for use without any subsequent image processing and River will not be held responsible for any image quality which the client later deems to be unacceptable. River cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing or data entry services.

10. Design project duration

Any indication given by River of a design project's duration is to be considered by the client to be an estimation. River cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by River for the initial payment or by date confirmed in writing by River.

11. Rights of access for website construction

The client agrees to allow River all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The client also agrees to allow River access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms & Conditions.

The client agrees to supply River with all necessary materials, electronic or otherwise, required to create and complete the project and to supply them in a timely manner.

12. Design project completion

River considers the design project to complete upon issue of its final invoice. Other services contracted on the clients behalf such as printing, display panel production, filmwork, website uploading, publishing etc., constitute a separate project and can be treated as a separate charge.

13. Website design only

Once a web design is complete River will provide the client with the opportunity to review the resulting work. River will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to River by email or fax and confirmed by post.

River will consider that the client has accepted the original draft if no notification of changes is received in writing from the customer within 14 days of the start of the review period.

14. Hosting websites

River does not offer in-house hosting services. River can only suggest possible sub-contractors and does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. River may request that clients change the type of hosting account used if that account is deemed by River to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees due to the hosting organisation are the responsibility of the client and River is not liable for their payment.

15. Domain registration

River cannot guarantee the availability of any domain name. Where River is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.

16. Search engine submission

Due to the infinite number of considerations that search engines use when determining a website's ranking, River cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.

17. Design credits

The client agrees to allow River to place a small credit on printed material, exhibition displays and advertisements and/or a link to River's own website on the customer's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.

The client also agrees to allow River to place websites and other designs along with a link to the client's site on River's own website for demonstration purposes and to use any designs in its own publicity.

18. Backup procedures

We maintain reasonable procedures for general backup of data for our own purposes but give no warranty that data will be saved or backed-up in any particular circumstances unless specific contractual arrangements have been made.

19. Competitions, giveaways & promotions

From time-to-time River operates competitions, giveaways and promotions. Where any prize is awarded River’s decision is final and no correspondence will be entered into. Winners may be required to take part in post-promotion publicity. River cannot accept any liability in respect of any consequences of its promotions. Winners’ names are available 28 days after the promotion’s closing date. Prizes are as stated and are non-transferable. No cash alternatives are available. River reserves the right to award alternative prizes of equal or greater value should the advertised prizes become unavailable for any reason. River excludes all liability, so far as is permitted by law, which may arise in connection with any promotion and its prizes. River reserves the right to withdraw, suspend or amend any promotion in the event of any unforeseen circumstances outside its reasonable control, with no liability to any entrants, prize-winners or any third party.

20. Rights of refusal

River will not include in its designs any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. River also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that River does include in all good faith, and then finds out that it contravenes these Terms & Conditions, the customer is obliged to allow River to remove the contravention without hindrance or penalty. River is to be held in no way responsible for any such data being included.

21. Cancellation

Cancellation of orders may be made initially by telephone contact, e-mail or fax, however, following this, River will need formal notification in writing to the company's postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by River within 14 days of such instruction being issued will be liable for the full quoted cost of the project.

22. Disclaimers

River makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. River will not be held responsible for any and all damages resulting from products and/or services it supplies nor for any loss or consequential loss of data or non-delivery of products or services of whatever cause. Whilst River will take reasonable steps to investigate the materials it may recommend it accepts no responsibility for the performace or quality of materials or any consequential loss arising from their failure. The client agrees not to hold River responsible for any such loss or damage. Any claim against River shall be limited to the relevant fee[s] paid by the client.

River reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms & Conditions. River will not knowingly perform any actions to contravene these and the client also agrees to be so bound.

Unless otherwise requested River will normally supply proofs of any print-based activity [stationery, leaflet, brochure, press advertisement etc] either by email in PDF format or as a hard-copy colour laser print. In approving such proofs the client takes full responsibility for the content of the item and will be deemed by River to have checked the final version in detail including photographs, text and contact details. When a proof is approved by the client, River [or its third party suppliers] will produce a printed item that reflects the PDF or colour laser proof to within accepted commercial tolerances of colour reproduction. Proofs viewed on incorrectly calibrated computer screens and printed on office printers will not reflect the true colours of a litho or digitally printed item and River accepts no responsibility for differences that will arise as a result. Please also note that a PDF proof viewed on screen will generally be brighter than a printed version. Other elements such as scale can also be deceptive when viewed on screen. Digital [IRIS], Matchprint, Cromalin or machine/wet proofs are the only way River can guarantee that colours can be matched on press - if clients require this level of colour accuracy they should request this type of colour calibrated proof. In the event that on delivery any printed item is unsatisfactory due to damage in transit or for any other reason, all copies should be retained for collection by River in order to allow the problem to be assessed.

River and its clients agree to comply with printers’ Terms & Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. River recommend that if an exact quantity is required that 10% extra is added to the quantity and extra time made available should the job be delayed.

Failure by River to enforce at any time or for any period any one or more of these Terms & Conditions shall not be a waiver of them or of its right at any time subsequently to enforce all Terms & Conditions.

23. General

These Terms & Conditions supersede any previous Terms & Conditions distributed in any form. River reserves the right to change any rates and any of the Terms & Conditions at any time and without prior notice.

24. Acceptance of quotation and Terms & Conditions

The placement of an order for design and/or any other services offered by River and validated by the client's signature on the estimate or quotation form constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms & Conditions and forms a contract for business between the signatory and River.

25. Terms & Conditions are divisible

Each paragraph and sub-paragraph in these Terms & Conditions is independent and severable from each other paragraph and is therefore separately enforceable. If any restriction is unenforceable for any reason but would be enforceable if part of the wording were deleted it will apply with such deletions as may be necessary to make it valid and enforceable.

26. Jurisdiction

These Terms & Conditions are governed by English law and are subject to the jurisdiction of the English courts.

Phew.