These are our terms and conditions for trading. If you accept a quote or estimate that we supply, then you accept these terms and conditions and agree to be bound by them.
1. Provision of Services
1.1 Pinkeye Graphics Ltd will provide you with the services set out in the design agreement. Only those services mentioned will be provided by Pinkeye Graphics Ltd and any amendments, add-ons or schedule changes must be agreed in writing. This and the following clauses are the general terms and conditions on which those services are supplied and together with any design agreement form the total agreement between us.
2. Costs and Payments
2.1 You must pay all charges as set out in the design agreement. As prices quoted by Pinkeye Graphics Ltd may change at any time without notice, please check the price on your design agreement before confirmation. Cost estimates and quotations are valid for a period of 30 days unless otherwise stated. In the case of an estimate, the final cost may vary from that given.
2.2 You will remain liable for all fees during any period when services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions
2.3 You will be invoiced as agreed in your design agreement, or if no invoicing details are given then 50% of the total sum will be required before commencement, and the remainder upon completion. All accounts are payable before delivery of final artwork, goods, services or uploading of final files to live sites.
2.4 Ownership of all printed material and goods obtained as a part of the design agreement remains with us, Pinkeye Graphics Ltd, until payment in full has been made by you.
2.5 You must pay Pinkeye Graphics Ltd charges without any set off, counter claim or deduction unless same is agreed in writing between us.
2.6 Pinkeye Graphics Ltd reserves the right to prioritise early paying clients and to charge urgency fees for turnaround within 3 working days.
2.7 Agreed costing is conditional on you supplying data required for work within 10 working days of confirmation of order or as agreed. Pinkeye Graphics Ltd reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.
2.8 No final artwork, printed material or files will be delivered until final invoices are paid in full. Payment by cheque will necessitate waiting for clearance before supply of files. Delivery being one or more of the supply of printed material; the supply of final artwork digital files to printer, on disk, via email or uploaded to nominated ISP. Source/construction files remain the property of Pinkeye Graphics Ltd unless arranged otherwise.
2.9 Quotations and estimates which include print work will allow for Pinkeye Graphics Ltd to procure, manage and deliver the finished work from a printer, and to resolve any issues that arise during that process. For jobs which are design only (i.e. if you arrange the printing yourself, or via a third party) the responsibility of Pinkeye Graphics Ltd extends only to supplying you with the finished artwork files ready for print.
2.10 Pinkeye Graphics Ltd will comply with the Late Payments of Commercial Debts (Interest) Act 1998, the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts Regulations 2013. This means that if you do not pay us on time, we may charge you extra. Similarly, if we are obliged by law to pay extra to you because of late payment legislation, we agree to do so.
3. Limitation of Liability
3.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by Pinkeye Graphics Ltd not contained in the Agreement are excluded and Pinkeye Graphics Ltd WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the service.
3.2 Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of Pinkeye Graphics Ltd relationship with you, or otherwise gives you a particular remedy against Pinkeye Graphics Ltd and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between Pinkeye Graphics Ltd and you. However, Pinkeye Graphics Ltd liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at Pinkeye Graphics Ltd option, in any one or more
of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.
3.3 You acknowledge that online and printed work is not guaranteed to be 100% error free and acknowledge that the existence of errors falling short of a complete failure of consideration shall not constitute a reason to terminate this agreement.
3.4 All content provided for use online may be published on the internet and as such cannot be fully protected from copying or downloading by anybody.
3.5 Some of our services rely on third parties, for example Google™ or Facebook™, to do certain things. You acknowledge that (i) we may not be able to provide a particular service feature where you do not meet criteria set down by a relevant third party; (ii) we do not have any control or exercise influence over the third party’s own services; and (iii) a third party’s service may stop or change from time to time. You acknowledge that these are events outside our control and that neither we, nor our representatives, will be responsible for any impact these events may have.
3.6 Some of our services give you the option to use third party tools, widgets or content, for example Google Maps™. If you use or add third party tools, widgets or content then you agree that this use is subject to the terms and conditions of those third parties and that we are not responsible for the performance or non-performance of any third party tools, widgets or content.
3.7 Where we agree to set up an account or administer a page or pages on a third party website, you acknowledge that: (i) where necessary, we are authorised to set up an account on your behalf; (ii) we are authorised to administer the account, page or pages on your behalf; and (iii) you are authorised and grant us permission to display all content on the pages or account.
4. Suspension of Services
4.1 Pinkeye Graphics Ltd reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us websites may be taken down or delivery of printed material may be withheld until payment is confirmed.
4.2 Pinkeye Graphics Ltd may from time to time and without notice or liability to you suspend any of the services if the reason for doing same is an event beyond the reasonable control of Pinkeye Graphics Ltd.
5.1 Pinkeye Graphics Ltd may discontinue services if an amount payable to Pinkeye Graphics Ltd is overdue, or take down a website permanently in any case where an amount payable is overdue by more than 30 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.
6. Contents and Undertaking
6.1 You will be solely responsible for the content you provide. Pinkeye Graphics Ltd is not responsible for proof reading any content unless specifically agreed.
6.2 Pinkeye Graphics Ltd makes no representations to you concerning the content or functionality of your website beyond that in the design agreement. It is your responsibility to ensure that it meets your requirements.
6.3 If you provide Pinkeye Graphics Ltd with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify Pinkeye Graphics Ltd against any action taken against Pinkeye Graphics Ltd by any such third party.
6.4 Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply or issue libelous, abusive, obscene material, distribute spam, warez or malware, or disparage the products or services of any third party.
6.5 Pinkeye Graphics Ltd for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.
6.6 You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.
7. Technical Support
7.1 Technical assistance via telephone, remote login or email may be offered if specified in the design agreement. This service is not offered unless the agreement includes it explicitly. Queries taking more than 15 minutes to deal with, or require website maintenance, will be charged at hourly rates.
8. Web Hosting, email, retention and backup of data
8.1 If you choose to organise your web hosting arrangements yourself, final exported sites will be uploaded to your preferred host company or supplied on disk to you at the cost agreed in the design agreement. If you prefer to use alternative hosting then full access to the alternative server will be required, and it must be adequate to host the site.
8.2 Please note that Pinkeye Graphics Ltd accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers (ISPs)
8.3 Supervised hosting means that the website and email service will be hosted on Pinkeye Graphics own server or another equivalent server. Pinkeye Graphics will oversee the technical management of the server. A local copy of static elements of the site is kept. You accept that this is not a fully backed-up service. Full back-up is available on request but there will be an extra cost for this. Any downtime will be investigated and rectified. In case of failure the static elements of the site will be restored, but data held in databases may be lost.
8.4 Pinkeye Graphics may retain copies of any data you supply to it at any time, and copies of any content or derivatives created in the course of any work undertaken as a part of this agreement. This retention is not a guarantee that your data will be kept in the future. Pinkeye Graphics does not undertake to retain this data or copies of it longer than is necessary to finish the work unless such retention is an explicit part of the agreement. Data relating to a client will not normally be given to a third party without the explict permission of the client; except in the course of delivering an agreed service, for example by uploading data to a server, or sending a file to a printing service. See also 10.5 below.
8.5 Pinkeye Graphics may provide an email service to you as a part of the agreement. This will involve storing emails you send and recieve on servers controlled by Pinkeye Graphics. Internet data transmission is not secure. Pinkeye Graphics may – if necessary for the delivery of the service to you or other clients – use, copy, display, store, transmit, translate, rearrange or reformat, view and distribute email data. No assurance is given as to privacy and security of any data, in whole or in part.
8.6. Email and records of email transactions are not necessarily retained after the message is accessed. Email will not be backed up for recovery in case of failure or loss unless this backup service is explicitly stated in the agreement.
8.7 Email Acceptable Use Policy
The following policy governs the use of the Pinkeye Graphics email service. You will comply with the terms and spirit of the Agreement.
(a) You shall not use the Pinkeye Graphics email service for spamming. Spamming includes, but is not limited to (1) the bulk sending of unsolicited messages, or the sending of unsolicited e-mails which provoke complaints from recipients, (2) the sending of junk mail, (3) the use of distribution lists that include people who have not given specific permission to be included in such distribution process, (4) e-mail harassment of another Internet user or users, including but not limited to, transmitting any threatening, libelous or obscene material, or material of any nature which could be deemed to be offensive, and (5) the e-mailing of age-inappropriate communications or content to anyone under the age of 18. Pinkeye Graphics shall make reasonable attempts to respond to complaints made by you regarding the receipt of spam or other harassing e-mail or, in the case of a user under the age of 18, complaints from such a user or from such user’s parent or guardian regarding the receipt of spam, other harassing e-mail, or e-mail containing any age-inappropriate communications or content.
(b) the Pinkeye Graphics email service is not intended for bulk email distribution. You shall not send a single message, or a series of similar messages, to more than 40 recipients.
(c) You shall not use the Pinkeye Graphics email service in a manner that violates any national or international law or regulation, or which fails to comply with accepted Internet protocol. You shall not attempt to interfere in any way with Pinkeye Graphics networks or network security, or attempt to use the Pinkeye Graphics email service to gain unauthorised access to any other computer system.
(d) You shall keep your email account details secure and safe, and you shall immediately notify Pinkeye Graphics of any security breach in or unauthorised use of your account. You shall not interfere in any way with another user’s use of, or Pinkeye Graphics’s provision of the Pinkeye Graphics email service. You shall not resell, rent, lease, or grant a security interest in the Pinkeye Graphics email services without the express written consent of Pinkeye Graphics.
8.8 Where Pinkeye Graphics provides you with email services, or where you provide credentials to allow Pinkeye Graphics to access your email with other suppliers, it will be possible for Pinkeye Graphics representatives to view your email. In normal use this will be limited to the email headers, including the subject, destination and time of the message. If necessary to provide you with the services, or where necessary for security reasons, the contents of the emails may also be inspected.
8.9 Pinkeye Graphics Ltd does not undertake that the services provided will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in internet connectivity and remote storage of data that could result in inconveneince, delay, the loss of your privacy, data, confidential Information and property.
8.10 Pinkeye Graphics Ltd will use reasonable endeavours to keep your website available for use. Pinkeye Graphics Ltd does not warrant access to its servers by you or by the public will be uninterrupted or error free but shall use reasonable endeavours to keep downtime to a minimum. Refunds or credits are not given for any form of downtime or service unavailability.
9. Dispute Resolution
9.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavour to:
- Clearly communicate in writing the background facts leading to or causing the dispute
- Set out clearly what action is required to settle the dispute
- Select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution
- Discuss specific means of avoiding such disputes in the future
9.2 Attempts to resolve the dispute must follow the following procedure:
a) The person complaining shall set out in writing the background, the issues and the outcome desired.
b) The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
c) If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or Civil Mediation provider registered by the Civil Mediation Council or similar body within 10 business days.
d) If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
e) In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 7 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
f) Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the dispute settlement procedure.
10. Intellectual Property
10.1 All creation files remain the property of Pinkeye Graphics Ltd.
10.2 The copyright to the work or any part of it, where held by Pinkeye Graphics, remains with Pinkeye Graphics and is licensed for use in the work/s identified in the design agreement only unless otherwise stated. Other material remains the copyright of the copyright owner unless explicitly transferred. If the client wishes to obtain the copyright outright or wishes to use material (e.g. text, a photograph or graphic image) for other purposes, then the client must seek the consent of Pinkeye Graphics and/or the copyright holder to do so.
10.3 You will supply all materials and information required for Pinkeye Graphics to complete the work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed materials. Such materials remain the copyright of the copyright holder.
The client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, images of persons, logos, names and trademarks or any other material it supplies or requests. This is to include any and all model release agreements for images of identifiable individuals. Pinkeye Graphics Ltd will not undertake any checks on such permissions and authorities which responsibility remains with the client.
10.4 Nothing in this agreement shall restrict the right of Pinkeye Graphics Ltd to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, trade and distribute
any item created or modified under this agreement for any purpose unless specifically agreed otherwise. Further, Pinkeye Graphics Ltd shall be free to use any ideas concepts know-how or techniques acquired in undertaking work on your behalf for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
10.5 Pinkeye Graphics Ltd complies with the requirements of the Data Protection Act relating to personal data.
10.6 Pinkeye Graphics Ltd will respect the confidentiality of client data but it is the responsibility of the client to inform Pinkeye Graphics Ltd at the start of the agreement of the nature and extent of any confidential data used under this agreement, and to advise of any special precautions or provisions which must be made to maintain this confidentiality both during and after the agreement. This includes any restriction on the retention of files, use of material for publicity, and reuse of material for other purposes. See also 3.4 and 8.4 above.
10.7 You give consent for Pinkeye Graphics Ltd to use your name and logo in publicity referring to the work/s identified in the design agreement.
Pinkeye Graphics Ltd is committed to safeguarding the privacy of our users and clients; this policy sets out how we will treat your personal information.
11.1 We may collect, store and use the following kinds of personal data:
- (a) information about your computer and about your visits to and use of this and other websites we manage (including your IP address, geographical location, browser type, referral source, length of visit and number of page views);
- (b) information relating to any transactions carried out between you and us, including information relating to any purchases you make of our goods or services;
- (c) information that you provide to us to contact you including your name, contact details and physical address;
- (d) information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters;
- (e) any other information that you choose to send to us
11.3 Personal data submitted to Pinkeye Graphics Ltd will be used for the purposes specified in this agreement or as otherwise specified.
We may use your personal information to:
- provide goods and services to you;
- send statements and invoices to you, and collect payments from you;
- send you general commercial communications;
- send you email notifications which you have specifically requested;
- send to you our newsletter and other communications relating to our business which we think may be of interest to you by post or by email or similar technology (you can inform us at any time if you no longer require marketing communications);
- provide third parties with statistical information about our users – but this information will not be used to identify any individual user;
- deal with enquiries and complaints made by or about you
Where you submit personal information for publication on websites we manage, we will publish and otherwise use that information in accordance with the license you grant to us.
We will not without your express consent provide your personal information to any third parties for the purpose of direct marketing.
11.4 We may disclose information about you to any of our employees, officers, agents, suppliers, sponsors or subcontractors insofar as reasonably necessary for the purposes as set out in this agreement in the following circumstances:
- (a) to the extent that we are required to do so by law;
- (b) in connection with any legal proceedings or prospective legal proceedings;
- (c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk); and
- (d) to the purchaser (or prospective purchaser) of any business or asset which we are (or are contemplating) selling.
Information which you provide may be transferred to countries which do not have data protection laws equivalent to those in force in the European Economic Area.
In addition, personal information that you submit for publication to us may be published on the internet and, if so, may be available, via the internet, around the world.
You expressly agree to such transfers of personal information.
11.6 You will let us know if the personal information which we hold about you needs to be corrected or updated and we agree to make such corrections and updates in a timely way.
You may ask us to provide you with any personal information we hold about you or to delete all of it and we will do so. Provision of such information may be subject to the payment of a fee (currently fixed at £10.00).
You may instruct us not to process your personal data for marketing purposes by email at any time. (In practice, you will usually either expressly agree in advance to our use of your personal data for marketing purposes, or we will provide you with an opportunity to opt-out of the use of your personal data for marketing purposes.)
12.1 If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement between us. The remaining terms and conditions remain in full force and effect.
12.2 Written communications between us may take the form of letters, formal documents, faxes or emails.
12.3 Pinkeye Graphics Ltd may require a personal guarantee from the Director of a company in cases where files/artwork is required before payment.
12.4 This agreement is governed by the law of England and Wales, and is subject to the non-exclusive jurisdiction of the courts of England and Wales
This document is version 2.8, and supersedes all earlier versions. It was last updated on 4 December 2017.
- 2.8: 4 December 2017. Minor spelling and formatting corrections. Updated civil mediation provider in 9.2. Added 12.4 re jurisdiction.
- 2.7: 28 March 2017: Added 3.5. 3.6 and 3.7 to clarify limitations on liability for services by third parties.
- 30 October 2016: 7.1 clarified and section 7 retitled to specify scope of service. Added 8.9 and 8.10 concerning service levels.
- 30 November 2015: added 8.8 re inspection of email. Reword 8.7(b) re spamming
- 4 November 2015: Added 10.7 re logo use. Renumbered section 10. Remove duplication and simplify to remove IP in 2.4. Add other services to 2.3.
- 29 October 2014: added 8.5, 8.6 and 8.7 re email service provision.
- 6 June 2014: Added 8.4 re data retention.