Our Terms of Business are simple – we appreciate mutual respect when dealing with costs and payment with our clients. We look forward to working with you as a client and we will work hard to deliver creative design and marketing goods and services on time and to budget. In return we appreciate your understanding and acceptance of our terms and conditions.
RizkMcCay is the trade name of RizkMcCay Ltd (Company Number 05888780) whose registered office is Regency House 21 The Ropewalk Nottingham, NG1 5DU.
These terms and conditions shall govern the contract between RizkMcCay Ltd trading as [RizkMcCay] and [Client Name], known as the Client. The Client may agree modifications to these terms but such modifications must be in writing signed by [RizkMcCay director] and cannot be inferred from a course of behaviour.
1. Scope of Contract
• RizkMcCay provides the Client consultancy, design advice and services relating to graphic design and marketing of the Client’s goods and/or services and may on request pitch for such work [a Pitch] and/or will provide such advice in accordance with a brief agreed in writing [the Service].
• In the event of an unsuccessful Pitch the Client will not use any design documents, concepts, ideas or information provided as part of the Pitch and will return all materials delivered to it as part of the Pitch.
• If the Client shall have any complaint about the quality of the Service or Goods provided as part of the service then notice shall be given to [RizkMcCay director] within 7 days of delivery. In the absence of such notification the Client shall be deemed to have accepted the supply.
2. Client’s Duty to Provide Information
The Client shall be solely responsible for providing a brief with all necessary information concerning its goods/ services, the Service (including the scope of use required), the market and specifics (including details of any relevant laws, regulations and/or codes of practice). RizkMcCay shall not be responsible for any shortcomings in such information. The Client accepts that its knowledge and experience in its industry sector and the manufacture, processing and packaging of its goods/services is vital to create accurate work.
General Terms and Conditions of Business
Quotes/estimates and Prices
• Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the Client’s requirements change at any time.
• Unless otherwise stated, photography, stock images, delivery, copywriting, programming and VAT will be charged extra.
• If the contract or hourly price has not been fixed for the term of a contract, our hourly rate of £80.00 will apply.
• RizkMcCay reserves the right to alter the hourly rate at any time as business needs dictate.
• Quotes/estimates are based on RizkMcCay’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
• Any quotes/estimates given by RizkMcCay as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be quotes/ estimates only and time shall not be of the essence, unless otherwise specified.
• Any stated timescale is reliant upon the Client providing all required information/copy/images within the time set out at project initiation.
• RizkMcCay reserves the right to sub-contract the fulfilment of an order or any part thereof.
• Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop JPEGs (300dpi min) for pictures. Any logos that need to be re-drawn will be charged extra at our hourly rate. Images requiring scanning or alterations will be charged extra. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.
Should the Client supply text, artwork or images, RizkMcCay is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
• RizkMcCay shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
• Origination and/or conceptual work and any copyright subsisting therein shall remain the property of RizkMcCay unless otherwise agreed in writing with the Client, until work completion and all invoices are paid in full.
• The Client’s property and property supplied to RizkMcCay on behalf of the Client, while it is in the possession of RizkMcCay or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.
• RizkMcCay may charge rent for storage of goods retained at the Client’s request, or items left with RizkMcCay before receipt of the order or after notification to the Client of completion of the work.
• When required to expedite project delivery ahead of the time needed for proper production of a given deadline, RizkMcCay shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.
• RizkMcCay shall not be required to use, print, upload or hold any matter which, in its opinion, is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
Invoices and Payment
• Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance.
• We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
• All work remains copyrighted to RizkMcCay until settlement of relevant fee account.
• All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.
• All payments must be in UK Pounds Sterling.
• All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.
• If RizkMcCay incurs any costs as a result of the Client’s neglect or default, RizkMcCay may charge those costs to the Client in addition to the contract price.
The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise. A 50% rejection fee is applicable on all designs executed by RizkMcCay should the Client cancel their contract/order.
• When payment is overdue, RizkMcCay may suspend work, services and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
• RizkMcCay may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due either monthly, or upon completion of the work, unless otherwise agreed in writing in advance.
• Proofs, samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
• After approval the Client shall have no claim against RizkMcCay for errors in the exemplar as approved by them.
• If the Client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due, or is deemed to be unable to pay their debts, or have a winding-up petition issued against them, or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, RizkMcCay without prejudice to other remedies shall:
• Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.
In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
• RizkMcCay shall be under no liability if it is unable to carry out any provision of the contract for any reason beyond its 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 any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may, by written notice to RizkMcCay, elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
Information Provided by the Client
• The Client warrants that the name, address and payment information provided when you place your order with RizkMcCay will be correct and you agree to notify RizkMcCay of any changes in the name, address and/or payment details.
• The Client agrees that RizkMcCay may disclose the Client’s name and address where any enquiries are made.
• The Client warrants that they possess the legal right and ability to enter into this Agreement and to use RizkMcCay’s services in accordance with this Agreement.
• The Client shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of their breach or non-observance of this Agreement, or arising out of claims based upon or relating to RizkMcCay work for their or any claim brought against RizkMcCay by a third party resulting from the provision of any Services to the Client and their use of them.
• RizkMcCay will notify the Client promptly of any claim for which RizkMcCay seeks specific indemnification at the currently supplied address. RizkMcCay will afford the Client the opportunity to participate in the defence of such claim, provided that their participation will not be conducted in a manner prejudicial to RizkMcCay’s interests, as reasonably determined by RizkMcCay and/or its legal representatives.
Limitation of Liability
• All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to the next clause below.
• Nothing in these terms and conditions shall exclude RizkMcCay’s liability for death or personal injury resulting from our negligence.
• In any event, no claim against RizkMcCay shall be brought unless the Client has notified RizkMcCay of the claim within one year of the issue arising.
• In no event shall RizkMcCay be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by RizkMcCay’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by RizkMcCay.
• RizkMcCay warrants that its services will be provided using reasonable care and skill. Where RizkMcCay supplies any goods supplied by a third party, RizkMcCay does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to RizkMcCay.
• These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.
• RizkMcCay shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
• All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
• These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between RizkMcCay and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between RizkMcCay and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
• Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
The Client acknowledges that no joint venture, partnership, employment, or agency relationship exists between the Client and RizkMcCay as a result of your use of these services. The Client agrees not to hold RizkMcCay out as a representative, agent or employee of RizkMcCay. The Client agrees that RizkMcCay will not be liable by reason of any representation, act or omission to act by the Client.
• RizkMcCay reserves the right to revise, alter, modify or amend these terms and conditions, and any of RizkMcCay’s other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
• If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
• This Agreement takes effect on the date on which the Client orders our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
• You shall not assign this Agreement or any benefits or interests arising under this Agreement without RizkMcCay’s prior written permission.
Print Terms and Conditions
• RizkMcCay shall not be required to work to tolerances closer than those applicable to the materials obtained by the Client in the ordinary course of trade. No liability shall arise from variation in the standard, quality and performance of such materials.
• Every endeavour will be made to deliver the correct quantity ordered, but quotes/estimates are conditional upon margins of 5% for work in one colour and 10% for other work being allowed for overs or shortage (4% and 8% respectively for quantities exceeding 50,000) the same to be charged or deducted.
Materials supplied by the Client
• RizkMcCay will not be responsible for imperfect work caused by defects in or unsuitability of material and equipment supplied by the Client. RizkMcCay will not be responsible for Client’s material wasted in course of production. Extra costs incurred through the use of defective materials or equipment supplied is for the Client’s account.
• RizkMcCay may reject any paper, plates or other materials supplied or specified by the Client which appear to them to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by RizkMcCay in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client.
• Quantities of materials supplied by the Client shall be adequate to cover normal spoilage.
Machine Readable Codes
• In the case of machine readable codes or symbols, RizkMcCay shall print the same as specified or approved by the Client in accordance with generally accepted standards and procedures.
• The Client shall be responsible for satisfying themselves that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
• The Client shall indemnify RizkMcCay against any claims by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of RizkMcCay to comply with any of the above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
• Goods will be dispatched or must be collected by the Client when ready and the Client shall not refuse or delay delivery.
• Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to RizkMcCay and the carrier within three clear days of delivery (or, in the case of non-delivery, within 7 days of despatch of the goods) and any claim in respect thereof must be made in writing to RizkMcCay and the carrier within seven days of delivery (or, in the case of non-delivery, within 14 days of dispatch). All other complaints and claims must be made in writing to RizkMcCay within 21 days of delivery. RizkMcCay shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that it was not possible to comply with the requirements and advice (where required) was given and the claim made as soon as reasonably possible.
• Goods completed but not delivered shall thereupon forthwith become due and payable. Moreover after the expiration of 14 days’ notice RizkMcCay may exercise a general lien on all the Client’s goods and property in our hands and may dispose of such goods and property as they see fit and apply the proceeds towards such debts. RizkMcCay may also elect to cancel further work and/or not produce any unmade balance of such contract and recover from the Client any losses sustained by so doing.
• RizkMcCay shall not be liable for any loss to the Client arising from delay in transit howsoever caused.
• The risk in the goods passes to the Client upon delivery (whether to the Client or to a common carrier) but legal and beneficial ownership shall remain with RizkMcCay until payment in full has been received (each delivery being considered as a whole). Until the date of payment the Client, if so required by RizkMcCay, shall store the goods in such a way that they are clearly identifiable as the property of RizkMcCay.
Digital Media Terms and Conditions
• RizkMcCay can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.
• Once RizkMcCay has deemed a project to be complete, any amendments will be charged at RizkMcCay’s standard billing structure of £80.00/hour.
• RizkMcCay develops websites for the current versions of Chrome, Firefox, Safari, Edge and Opera, and most up-to-date versions of both Android and iOS. Unless otherwise agreed, we do not guarantee site functionality in previous versions, or every browser. If specific compatibility is required, RizkMcCay must be advised at the outset.
• The ownership of the web pages and copyright therein shall remain with RizkMcCay until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.
• Ownership of all code used in processing web pages shall remain with RizkMcCay and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from RizkMcCay to the Client.
• The Client shall supply the copy for their web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
• All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). RizkMcCay can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.
• When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
• RizkMcCay can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as RizkMcCay accepts no responsibility for their accuracy, relevance or currency.
Website Hosting and Email Terms and Conditions
• RizkMcCay offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
• Below is a summary of the main points covered in these terms:
• While RizkMcCay and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.
• RizkMcCay and our suppliers accept no responsibility for any losses caused through a loss of service.
• The Client’s service will be removed if they fail to pay in time or misuse the service.
• RizkMcCay will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
• Any work undertaken by RizkMcCay at the request of the Client will be charged at our standard rate of £80.00/ hour, including investigations regarding problems or loss of service that are not due to RizkMcCay or our suppliers. RizkMcCay should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
Website and Email Content and Use
• RizkMCay make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. The Client warrants the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which the Client places or allows to be placed on their web pages. The Client warrants that they are authorised to promote and/or provide any information which they promote and/or provide on their web pages (for example if they are providing financial information, that they hold any necessary authorisation under all relevant legislation including the Financial Services Acts).
• The Client represents, undertakes and warrants to RizkMcCay that they will use the website allocated to them only for lawful purposes. In particular, the Client represents, warrants and undertakes to us that:
• The Client will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will they authorise or permit any other person to do so.
• The Client will not host, post, publish, disseminate, link to or transmit:
• Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.
Any material containing a virus or other hostile computer program.
• Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
• The Client will not send bulk email, whether opt-in or otherwise, from our network. Nor will the Client promote a site hosted on our suppliers network using bulk email.
• The Client will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
• The Client shall observe the procedures which RizkMcCay may, from time to time, prescribe and the Client shall make no use of the Server which is detrimental to other customers.
• The Client shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
• In the case of an individual User, the Client warrants that they are at least 16 years of age and if the User is a company, the Client warrants that the Server will not be used by anyone under the age of 16 years.
• The Client is entirely responsible for any civil or criminal liability that is incurred as a result of any use of their web pages. If the Client posts or allow to be posted a defamatory or libellous message, it is the Client that will be deemed to have published it and they shall be liable for the consequences of it.
• RizkMcCay and our suppliers reserve the right to remove any material which they deem inappropriate from your website without notice (specifically, but not restricted to, Warez and illegal MP3 content).
• If the Client advertises or offers to sell goods or services via their web pages, the Client undertakes to provide goods in conformity with any description and warranties made. The Client agrees to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If the Client is advertising goods in the course of a trade or business this must clearly be so stated.
• All charges payable by the Client for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.
• Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.
• Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communications and all risks connected with sending commercially sensitive information relating to your business are borne by the Client.
• It is the responsibility of the recipient to carry out a virus check on any attachments received.
General Data Protection Regulation 2018
• We may obtain, use, process and disclose personal data about you in order that we may discharge the service agreed under our terms and conditions, and for the related purposes including updating and enhancing Client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. For the purposes of the General Data Protection Regulation 2018, the Data Controller in relation to personal data supplied about you is a RizkMcCay director.