(D) Design Services
Updated 10 December 2024
This section sets out the legal terms and conditions under which the Company supplies Design Services to Customers.
Please note that by ordering any of our Company's Services you the Customer agree to be bound by the Company's Terms of Service, each section of which is to be be read in conjunction with every other section, and by any other documents expressly referred to in these Terms of Service.
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1. Licence and Copyright
1.1 Joomla!® Content Management System
1.1.1 Any one Website design supplied by the Company to the Customer is not endorsed by The Joomla! Project™. The Company is not affiliated with or endorsed by The Joomla! Project™. Any products and services provided through this site are not supported or warrantied by The Joomla! Project or Open Source Matters, Inc. Use of the Joomla!® name, symbol, logo and related trademarks is permitted under a limited license granted by Open Source Matters, Inc.
1.2 Third Party Applications
1.2.1 The copyright of any one Third Party Application installed on a web server by the Company on behalf of the Customer belongs to the owner of the copyright of the Third Party Application.
1.2.2 The Customer agrees to consult the owner of the copyright of any one Third Party Application before using the Third Party Application to ensure it is not in breach of copyright requirements.
1.2.3 When the owner of the copyright of any one Third Party Application requires registration the Customer agrees that it will register with the owner of the Third Party Application prior to using the Third Party Application.
1.2.4 The Customer agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, costs, losses and claims arising from use by the Customer of Third Party Applications installed on a web server by the Company on behalf of the Customer.
1.3 Templates
1.3.1 The Company is the sole owner of copyright and all other rights to Templates designed and supplied by the Company except for template Material provided by a third party in which case the third party retains the copyright. All rights reserved.
1.3.2 Templates designed and supplied by the Company remain the property of the Company and are licensed to the Customer. The Customer may not claim intellectual or exclusive ownership of any rights to any one Template designed and supplied by the Company modified or unmodified in full or in part. The Company reserves the right to re-develop, change, withdraw and release Templates without prior notice. The Customer agrees that the Company may include design credits and links back to its website in Templates designed and supplied by the Company.
1.3.3 The Company grants a non-exclusive limited licence to the Customer to use any one Template designed and supplied by the Company with one Joomla! CMS at any one time.
1.3.4 If the Customer wishes to use any one Template designed and supplied by the Company with more than one Joomla! CMS website at any one time then the Customer is invited to purchase additional Templates to be granted additional non-exclusive limited licences on the basis of one non-exclusive limited licence per Template.
1.3.5 Templates designed and supplied by the Company do not contain Joomla!® software. The Customer must own a fully licensed version of Joomla! software obtained separately to be able to use any one Template designed and supplied by the Company.
1.3.6 The Customer must not place any one Template designed and supplied by the Company modified or unmodified in full or in part on any diskette, CD, DVD, email, web site, site builder, server or any other medium and offer them for redistribution, lending, rental, resale, free offer, give away or redistribution of any kind without prior written consent from the Company.
1.3.7 The Customer must not sub-license, assign or transfer the non-exclusive limited licence of any one Template designed and supplied by the Company to anyone else without prior written consent from the Company.
1.3.8 The Customer may retain one additional copy of any one Template designed and supplied by the Company for archive and reference purposes only; the additional copy must not be redistributed, lent, rented or resold in any manner.
1.3.9 The Company reserves the right to reproduce any of its artwork for promotional purposes including any one Template designed and supplied by the Company.
2. Material
2.1 The Company reserves the right to refuse to supply and/or install on a web server one or more Websites and/or Templates and/or Third Party Applications when the Company at its sole discretion deems the Customer's website content to be unlawful or inappropriate; constitute harassment, racism, violence, obscenity, and/or any other harmful intent; be spamming; be committing a criminal offence; be infringing privacy and/or copyright. The Company reserves the right without notice to cancel, reject or refuse to work with a Customer's website without reason for such rejection or refusal.
2.2 It is the responsibility of the Customer to ensure that no copyright infringement will occur in the use of any Material supplied by the Customer for use as part of a Template and/or Website.
2.3 The Customer will not hold the Company responsible for any infringement of copyright relating to Material used as part of a Template and/or Website. Refunds will not be made in the event of copyright infringement.
2.4 The Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including cost of all time and materials purchased or used), damages, charges and expenses incurred by the Company as a result of any infringement of copyright relating to Material used as part of a Template and/or Website designed by the Company on behalf of the Customer.
2.5 The Company will do its best to ensure that the Company's designs are original and do not infringe upon any existing trademarked design. Should this unlikely event occur then the limit of the Company's liability is the price of the Template and/or Website supplied.
3. Design Process
The Company's offer of Template and Website Design Services is restricted to Customers who subscribe to the Company's Joomla! CMS Support Services (see 'Joomla! CMS Support Terms').
The Design Process will comprise of three stages: Customer Consultation, Template and Website Design, Review and Publication.
3.1 Design Consultation
3.1.1 The Company will consult with the Customer to determine the Customer's Template and Website Design requirements.
3.1.2 If at its sole discretion the Company concludes that it can comply with the Customer's Template and Website Design requirements then the Company will invite the Customer to subscribe to the Company's Joomla! CMS Support Services (see 'Joomla! CMS Support Terms').
3.2 Design Quote
The Company will include in its Joomla! CMS Support Service Level Agreement the:
3.2.1 schedule of Template and Website Design work (hereafter "Design Work"),
3.2.2 total cost of Template and Website Design Work (hereafter "Design Cost"),
3.2.3 Payment Terms, and
3.2.4 Delivery Date.
3.3 Response Time
3.3.1 For the purpose of Template and Website Design Services provision by the Company time shall not be of the essence.
3.4 Payment Terms
3.4.1 The Company will invoice the Customer for the Design Cost prior to commencement of the Design Process.
3.4.2 The Customer agrees to pay for the Design Work prior to commencement of each stage of the Design Process.
3.4.3 Time for payment by the Customer shall be of the essence.
3.5 Design Process Termination
3.5.1 The Template and Website Design Process will terminate at the Delivery Date as specified in the Joomla! CMS Support Service Level Agreement.
3.5.2 All liabilities for errors, changes, or alterations become the responsibility of the Customer after the Delivery Date.
3.6 Design Alterations
3.6.1 Converging Template and Website Design Alterations.
Notwithstanding 'Standard Terms Clause 4.9' the Customer may request minor Template and Website Design alterations without charge prior to the agreed Delivery Date providing the Customer gives clear and concise feedback and the requested alterations are reasonably determined by the Company at its sole discretion to result in convergence of the Design Process.
3.6.2 Diverging Template and Website Design Alterations.
If any one Template or Website Design alteration requested by the Customer prior to the agreed Delivery Date is reasonably determined by the Company at its sole discretion to result in divergence of the Design Process then the Company will quote separately for work undertaken to complete the requested alteration.
3.6.3 Template and Website Design Alterations after the Delivery Date.
If Template and Website Design alterations are requested by the Customer after the Delivery Date then the Company will quote separately for any work needed to complete the requested alterations.
4. Distribution
4.1 The Company will install any one Template and/or Website Design on a web server on behalf of the Customer upon receipt by the Company of:
4.1.1 payment in full from the Customer of the Design Cost and related Joomla! CMS Support subscription,
4.1.2 written confirmation from the Customer that they have made an appropriate backup copy of all files and data already installed on the web server.
4.2 The Company offers Template and Website Designs for sale as intangible irrevocable goods. No refund will be offered by the Company to the Customer once the Company has installed any one Template and/or Website Design on a web server on behalf of the Customer. All sales are final.
5. Compatibility and Customisation
5.1 The Company designs Templates for Websites created using the latest release of any one Joomla! CMS and/or Third Party Application installed by the Company as at the date of the Company's invoice.
5.2 The Company shall make every effort to ensure that any one Template works with the latest version of Firefox, Chrome, Microsoft Edge, Safari and Opera web browsers as at the date of the Company's invoice.
5.3 The Customer agrees that the Company cannot guarantee correct functionality and/or display of any one Template, Website and/or Third Party Application on any one or all browsers, operating systems and devices, and that any one or all of the following which occur after the date of the Company's invoice may thereafter affect the functionality and/or display of any one Template, Website and/or Third Party Application:
5.3.1 Joomla! content management system update to a different patch, release or version number;
5.3.2 Third Party Application update to a different patch, release or version number;
5.3.3 browser software update;
5.3.4 operating system software update;
5.3.5 mobile operating system software update;
5.3.6 change of domain name server setup;
5.3.7 web hosting platform system software update.
5.4 The Customer may change the code of any one Template or Website Design supplied by the Company.
5.5 The Company may at its sole discretion quote separately for any additional Design Work requested by the Customer after the Delivery Date.
6. Liability and Warranty Disclaimers
6.1 The Company supplies any one Template, Website and/or Third Party Application on an "as is" basis without warranty of any kind, either expressed or implied.
6.2 The Company does not give warranty that any one Template, Website and/or Third Party Application:
6.2.1 is free of HTML, CSS, PHP, Javascript and/or MySQL error;
6.2.2 complies with legislation, W3C Web Accessibility Initiative (WAI) accessibility guidelines, browser software releases, operating system software releases and/or web standards.
6.3 The Company shall have no liability to the Customer or any third party for any damages including but not limited to, errors, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising from the operation of or inability to operate any one Template, Website and/or Third Party Application on any one or all browsers, operating systems and devices even if the Company has been advised of the possibility of such damages.
6.4 The Customer shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, costs, losses and claims arising from the Customer's use of any one Template, Website and/or Third Party Application supplied by the Company.