Agency X Terms And ConditionsDefinition of our terminology as used within this document:
A 'Project' is any work undertaken or service provided by Agency X Limited for the Client on their request and as described in our confirmation order email to that client.
A 'Client' is a person, persons, business or organization using any of the services provided by Agency X Limited.
'Live Mode' means the date the website, app, software or other marketing campaign is available to the Client. 'Domain' is the website address as specified by the Client.
'Open Source Software' is software made freely available to anyone under the GNU General Public License (GPL).
'Hosting' is a yearly cost to keep a client's website activated online.
'Content' is both text and images that the Client requires on the website.
Commencement of work
- The contract between Agency X Limited and the Client will be on these conditions, to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing.
- The works to be carried out shall be as set out in the Agency X Limited Sales Order Confirmation.
- Agency X Limited will only commence work on a project after receipt of a signed Sales Order Confirmation.
- Agency X Limited operates on phased payments terms. These will be laid out in the Agency X Limited Campaign Engagement Proposal and must be signed off as part of any commercial agreement before Agency X Limited commences work on any project. Agency X Limited will not commence work on the next phase of any project until the previous phase invoice has been settled in full. Final phase settlement must be made in full within 30 days of date of final invoice.
- Email Marketing (Dot digital) clients, a license fee is payable in full prior to account activation. Monthly bills will be issued in accordance with the clients chosen rate card. Please note a minimum monthly fee of €25 applies. Annual renewal license fee of 20% of initial chosen license will be applied.
Email Marketing Fixed contracts are set for a period of 12 months from commencement date. Should a client not complete the full term of 12 months the remaining charge for that 12-month period will apply. Notice to terminate a fixed contract must be given in writing.
- VAT is additional.
- Charges incurred to third parties for example for, but not limited to, the purchase of media, manufactured items, printing, film production and the provision of any other goods or services shall be passed on to the Client and be subject to a handling charge.
- Should work be suspended, cancelled or delayed at the request of the Client, Agency X Limited reserve the right to charge for any services undertaken, materials ordered and any reasonable related expenditures.
Transfer of Intellectual Property (IP)Agency X Limited works to a 'finished works' basis for all creative and original development projects. Projects are priced on the basis that the finished work and ownership therein transfers to the client once the final payment has been received.
During the creative process, component conceptual works IP, including 3rd party assets may be bought, licensed, filmed, photographed, drawn, or otherwise enhanced in full or in part to create the final finished work. This finished work is what is provided to the client, unencumbered to the best of our professional knowledge for their intended use.
Agency X as part of its service, keeps and maintains a master file of the creative for ongoing use in collaboration with our clients and for a reasonable period of time of circa 12 months from last usage, at the agency's discretion.
The process of creating any finished work, with all the above listed components remains the IP of Agency X.
NOTE: The upkeep of digital projects will be covered under a specific service level agreement (SLA).
Agency X in its creations uses components and software with non- transferable licences beyond the finished works' intended use.
These may include image files and fonts, original photography, or some other originators' IP for which a specific license is paid.
Non-transferable IP currently in use by the agency includes:
Adobe Creative Suite for which fonts and some other items are non-transferrable beyond intended use - please see link here.
Shutterstock - for which image licences are non-transferable beyond intended use - please see link here.
Allowable Transfer of IP
Where a client requests the transfer of IP from Agency X beyond the finished work, and where the work itself is not overly compromised by the non-transferable licence component, the agency will provide a commercial price for client agreement, for the components it can share. This commercial price will be in line with industry best practice at the time and will include a cost for reworking the original file to remove where possible any non-transferrable IP components. The final price will be subject to agreement between agency and client but will be at a minimum equivalent to 100% the original price of a job to date for use in the market intended. For use beyond the original market intended a multiple of the original cost will be agreed.
For more information and best practice on IP issues please refer to: https://www.ipoi.gov.ie/en/law-practice/
Websites and Hosting
- Agency X Limited shall expect the Client to carry out sufficient research before proceeding with a website. This will include checking that the website/idea/business will operate legally. It is important that the website is not in any way illegal.
- Where images used on the website have been purchased by Agency X Limited on behalf of the Client, these images are strictly for use on the website only. Agency X Limited are not liable for misuse of these images by the Client or any other person's copying, altering or distributing the images to individuals or other organizations.
- One set of change requests are complimentary in the postproduction phase of any website or application project, thereafter any change requests will be charged at the applicable Agency X Limited rates.
- The complimentary design and programming revisions offered by Agency X Limited end when the project has been completed as per the final postproduction change requests. Design and programming changes beyond this point are subject to additional charges.
- Agency X Limited will host the website if the Client requires us to do so and on receipt of full payment of our Hosting fees. In doing so, Agency X Limited will endeavour to provide a reliable and professional service to the Client at all times but do not guarantee that the website hosting will be available at all times, especially in the event of a technical failure beyond our control.
- All standard hosting offered by Agency X Limited is limited to 500mb of website space unless otherwise stated in a separate contract. If your site requires more than 500mb of space we will advise of other hosting solutions and then cease hosting the site.
- Agency X Limited cannot be held responsible for anything adversely affecting the Client's business operation, sales, or profitability that might be claimed is a result of a service offered by Promozoo.
- Where asked to provide search engine optimisation for a Client, Agency X Limited do not guarantee any specific placement or high ranking on search engines.
- Agency X Limited do not take any responsibility for a client's website rank on search engines. This also includes any potential website downtime that can occur. When updating, changing, creating and hosting a client's website, there could be a change in the websites search engine ranking.
- Agency X Limited will endeavour to meet any given deadline, but do not guarantee and are not bound in any way to complete the Project by this date. The expected completion date provided by any employee of Agency X Limited is purely an estimate.
- In the instance of websites, Agency X Limited own all design and code of the website until final payment has been received in full. Once final payment is received, the Client will then own the design and code of the website, unless Open Source Software is used, wherein the conditions applying to Open Source Software apply.
- Domain names may be registered by Agency X Limited and in this instance will be registered to the Agency X Limited current address. If the domain names are registered to Agency X Limited, the Client is the legal owner of the domain once payment has been received in full. If the client requests to have details changed or the domain transferred elsewhere, Agency X Limited will do this within a reasonable timeframe.
- It is the responsibility of the Client to renew their domain names when due. If a domain name expires, Agency X Limited cannot be held liable for this. However, Agency X Limited will make reasonable eort to contact the Client regarding domain renewal.
- When a Client renews hosting with Agency X Limited, this also includes domain renewal if the renewal is needed to keep the site functioning and was purchased as part of the hosting package. If the Client does not renew the hosting, their domain name could be made available to the public for purchase and Agency X Limited cannot be held liable for this.
- Renewal of hosting is due on a yearly basis. The date of renewal will be annually from the date the website was made live. The hosting will not be renewed if Agency X Limited cannot contact the Client or the Client requests for Agency X Limited to not host this site. This will also affect the domain as per item 4n.
- The hosting renewal charge must be received within 10 days of the hosting expiry date. Agency X Limited reserve the right to deactivate any website where the hosting has expired and the Client has not paid the renewal charge. There will be an admin fee set by Agency X Limited for reactivating the website/Hosting. Should a Client wish to move hosting away from Agency X Limited or transfer a Domain name away from Agency X Limited, a €50 admin charge will be issued, which must be paid before the transfer takes place.
- If the Client does not use Agency X Limited's hosting services, then the management and Hosting of the Domain name are the full responsibility of the Client.
- Agency X Limited has no control of, or responsibility for, the content of Clients' websites. In no way does the textual or image based content of our Client's web sites constitute Agency X Limited endorsement, or approval of the website or the material contained within the website. Agency X Limited has not verified any of the materials, images or information contained within our Client's web sites and is not responsible for the content or performance of these sites or for the Client's transactions with them. Agency X Limited may provide links or references to our Client's websites solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but does not guarantee or warrant that such links will point to the intended Client site at all times.
- Agency X Limited shall place a small text link on the footer of a Clients website that simply states the website was designed by Agency X Limited and links to our company website.
- Agency X Limited are not liable for loss, damage or corruption to files or information stored on its servers or individual PCs relating to a Client's website. The Client is solely responsible for any information or files relating to its website.
- If a Domain name is purchased by the Client through a company other than Agency X Limited, the Client has full responsibility in making sure that the domain name is renewed when due. Agency X Limited will not renew the Domain name when annual Hosting renewal is due if the Domain name is purchased through a company other than Promozoo.
- Agency X Limited makes no claims that the contents of this website may be lawfully viewed or downloaded outside the Republic of Ireland. Access to this website may not be legal by certain persons or in certain countries. If this website is accessed from outside of the Republic of Ireland, it is done at own risk and the visitor is responsible for compliance with the relevant laws of the visitor's jurisdiction. The terms and conditions of this website are governed by the laws of the Republic of Ireland. Jurisdiction for any claims arising in respect of this website's Content shall lie exclusively with the courts of the Republic of Ireland. If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.