Interactive Digital Content - Full Terms and Conditions
Interactive Digital Content – Full Terms and Conditions
These Terms and Conditions form part of your agreement with Interactive Digital Content Limited (hereafter referred to as “iDM”) or its associated companies or operations.
Acceptance of quotation by email or in writing or payment of deposit will be taken as acceptance of the following terms and conditions. Please ensure you have read and fully understand what is written below. Please contact us if anything is not clear to you.
- All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation. VAT is charged at the current Customs & Excise rates and according to current regulations, irrespective of whether or not it is included in a price quotation.
iDM will deliver each project against an approved quote. It is important that this quote accurately reflects your requirements for the project. iDM will deliver to this quote. Any changes to the project after approving this quote will incur additional charges.The quoted price includes two sets of amendments. Subsequent amendments will be charged for at the prevailing hourly rate:Design per hour £75
Web development per hour £95
Video shoot/edit/post-production per hour £95NB. Rapid turnaround/weekend delivery incurs a 100% uplift on the prices above.The costs provided when quoting are guide prices based upon what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Charges may be payable if there are significant variations to this, although the client would be made aware of this in advance.
- No creative or development work will commence until iDM has received written (or email) approval of the quotation and a deposit of 30% of the agreed costs (unless otherwise agreed in email/writing). This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage.
- Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g on delivery of printed items, publishing of website, delivery of video).
- If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation (whichever occurs first), iDM reserves the right to invoice 35% of any outstanding balance, with the remaining 35% payable on completion.
- Any printing, fulfilment, mailing or third-party services that are provided by iDM will require a minimum up-front payment of 75% of the agreed cost. Please note that iDM will be unable to proceed to this stage without receipt of this payment.
- Unless previously agreed in writing, all invoices are due within seven days of any invoice date.
- Any anticipated completion date provided by iDM is subject to options chosen and client co-operation in provision of information, resource (logos, images etc) and approval. IDM will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Time lines provided are estimated but iDM will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure (act of God).
- Costs provided allow for presentation of up to two creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, iDM will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, iDM reserves the right to potentially bring to an end any agreement with the client with no refund of deposit or payments made previously.
- Costs provided allow for a maximum of two sets of client amends after which time additional charges may become payable, although the client would be made aware of this in advance.
- At the end of each stage of the process the client will need to ‘sign-off’ their approval by email. No further development can be undertaken until iDM is in receipt of approval confirmation. Any amends to work after approval may incur additional charges for further time spent, although the client would be made aware of this in advance.
- Unless otherwise specified, costs quoted exclude the following where relevant: VAT; print; commissioned illustration, photography or stock images; image retouching; image scanning; copywriting; postage, in-house colour print-outs and travel, web hosting (it will often be a prerequisite to host on one of our competitively priced servers, particularly if a website incorporates an e-commerce or content management system); couriers; other third-party costs incurred (such as merchant bank and payment gateway charges) etc.
- Provision of Materials:
It is assumed that unless otherwise stated, most copy and images will be provided by the client, although iDM will contribute to this (through headlines, and top-line messages etc) as a natural part of the creative process. IDM is able to provide a full copywriting service or copy advice, as well as illustration and photography at an additional cost if required. Purchased royalty-free stock images or footage from our standard sources (if required) will generally be priced at between £25 and £75 + VAT per image/footage item (dependent on source, image /footage size and quality) to cover sourcing time and image costs. Specific requirements not satisfied by our standard sources will be charged at cost + 25% + VAT, with prior client notification.You agree to provide us with the specific copy, images and information we require in order to deliver your project, or to advise us as to where we can locate such materials. We accept no responsibility for your project not being live or being completed by a specific date if we are unable to secure necessary and/or suitable information and/or materials from you. If you cannot supply the information you wish to feature in your project, we will do what we can to obtain it, but we accept no responsibility for errors, omissions or discrepancies which may be present on the final project, as these may arise through our lack of specialist knowledge regarding the content of your project.The time taken to compile the resources, as well as any time required to correct errors, omissions or discrepancies which have arisen through non-provision of appropriate materials, will be charged to you at our standard rate. We accept no responsibility for the delay caused through non-provision or inadequate materials.
- iDM suggests that clients use our preferred suppliers for print and is able to provide competitive quotations to ensure high quality and service is maintained throughout. Although clients are not contract-bound to use iDM to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own supplier, iDM will simply provide artwork directly to the client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.
- Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g iDM printer, the client’s printer, the image setter, the monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this iDM is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘wet-proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as the client accepts there may be inconsistencies across work produced, this step may not be necessary. IDM does not accept any responsibility for colour variations as a result of these indeterminate factors.
- All designs, artwork, development and rights to design, artwork and development (whether in digital or printed format) remain the intellectual property of iDM.
- The client agrees to alert iDM in writing to any defects or problems in relation to work and services provided, within 7 days of the final approval date. IDM will not be liable for any claims made after this period.
- If requested, iDM will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; PowerPoint Files etc). However iDM does not by default (nor without further charge) provide clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any working or development files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with iDM for non-exclusive future use.
- iDM will never knowingly infringe any copyright or trademark. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark if required.
- Illegal Matter: iDM reserves the right not to produce any matter deemed illegal, libelous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies us in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
- Consequential Loss: iDM accepts no liability whatsoever for consequential or third party losses, resulting in a delay in delivery howsoever caused.
- Financial Loss: iDM accepts no liability whatsoever for financial loss or loss of earnings arising from products or services provided by iDM.
- Force Majeure: iDM accepts no responsibility if we are unable to carry out any provision of the contract for any reason beyond our 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 you may, by written notice to ourselves, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
- Jobs Put On Hold or Cancelled by the Client:
Jobs put on hold or cancelled by the client during production will be invoiced at our full hourly rate based on the number of hours worked and our outlay on materials. This applies irrespective of any package agreements which have been signed, as package discounts only apply if a job is brought to completion. The invoice we issue must be paid in full together with any VAT that falls due accordingly.
- Credit Terms: For invoices not settled within the agreed credit terms, we reserve the right to charge interest on the overdue debt at 2% above the HSBC base rate at the time and an administration fee to cover the debt recovery costs.
- These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. iDM reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.
- Appropriate credit and acknowledgment for work produced by iDM should be attributed to iDM where possible and may be referenced for iDM’s promotional purposes unless otherwise (in exceptional circumstances) prearranged with the client.
SPECIFIC PROJECT TERMS:
WEB: Further Terms and Conditions
- Website Updates & Site Maintenance: These are charged at £95 per hour (or part thereof) If you want to introduce new material in the form of extra pages, additional functions, or more information than is already available on your site, this must be paid for as a new job.
- Hosting & Email Accounts: Hosting for each website is charged from £35 plus VAT per month. iDM takes no responsibility for any loss of business through non retrieval of emails, bounced messages or undelivered electronic mail. iDM take no responsibility for the content of emails including attachments and viruses.
- Cancellation of any website will result in the withdrawal of the hosting package after 48 hours. All hosting packages are non-refundable. Should the client request that a domain name purchased by iDM on their behalf be transferred to another host, a release fee of £95 + VAT will be charged. Should a client request files to be transferred then a quote will be provided for this service.
- Website hosting will be renewed automatically as part of the initial contract. Clients must cancel their renewal in writing otherwise all charges will become payable for each 12 month period.
- Additional training and support packages are available – prices for these services are available on request.
- iDM will rectify any faults or bugs within a reasonable period of time so as not to interrupt the service provided by clients to their clients / users. Any software provided by iDM proving to be faulty or defective will be repaired / replaced free of charge to the working standard equivalent to launch.
- Website Proofs: Once a client has agreed a look and feel proof and instructed iDM to proceed to build, any subsequent changes in style or design requested by the client will be charged for at the appropriate hourly rate.
- Exceptions (Web): We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as these as part of our construction package. This policy applies throughout your contract with iDM.
- Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for.
- Payment Terms (Web): You agree to pay a deposit of 50% of the final bill up front. When we have finished building your site, we will put it live on our own server under a temporary name which we will send to you. After we have informed you of the site’s location on our server, you have 48 hours to view the site and ask for any amendments to be made. The site can be kept live for a longer period if you specifically request this. After the 48-hour viewing period has elapsed, the invoice will be issued as – apart from minor alterations or transfers onto other domain names – our work on the site is then complete.
- IDM offers a web hosting service to host the websites we have built for our clients. This is recommended in order to ensure ongoing quality of service and is a mandatory requirement for websites incorporating a content management system (CMS) or e-commerce system. Although the standard of our hosting packages are high, iDM is unable to guarantee 100% up-time (as no web host would) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. IDM makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall iDM, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers.
- Once the bill is settled in full, we will put the site live on its own domain name, or – if you have not yet selected one – it will remain live on our server. If you possess your own domain name, we will initiate whatever process is necessary to put the site live once the bill is settled. You are not permitted to point your own domain name to the test site on the iDM server. If this is found to be the case, we reserve the right to remove the site from our server. All deposits are non-refundable.
- iDM Logo: You agree to the iDM logo and a short line of text in an unobtrusive location, on your website.
Video Production – Further Terms and conditions:
- Copyright: The Copyright of all material that has been captured by iDM is solely owned by iDM and protected under UK Law. Upon completion and cleared funds, we will, in some instances and upon prior agreement, transfer the Copyright Ownership to the Client. In both circumstances, iDM reserves the right to use the footage / material / media, either in sections or in its entirety, for promotional purposes
- Copyright (material provided by client): In the event of the Client providing material (video, audio, photographs, logos etc) for inclusion into an iDM production, copyright must firstly be obtained from the original copyright owner / material provider. In order for iDM to use this material the copyright must be explicitly transferred to iDM, or the material to be provided to iDM is to be totally free of charge and the client will have to indemnify iDM against any future possible claims, disputes, expenses or similar that may arise for a third party concerning usage of such material. iDM will reserve the right to use the final production in full or part content for promotional purposes.
- Performers Release usage: At all times iDM advises and recommends its Clients to use and enforce Performers Release Forms. No discounts or liability will be accepted by iDM if the production must be re-edited due to a Performer (which may be a staff member) refusing permission to show their image or use their audio in whatever form.
- Approval / amendments of draft footage (2 sets of minor amendments):On the majority of projects, a ‘rough cut’ version of the production will be forwarded to the Client for review. This draft may receive two sets of minor revisions only which is included in the original agreed cost. Subsequent revisions thereafter or a major re-edit will incur an additional hourly rate of £95.00 + VAT.
- Health and Safety: In all instances iDM will reserve the right to remove any of its personnel and / or equipment from a location if it is deemed unsafe or if they are subjected to abusive or aggressive behaviour. In this instance the Client will be liable for any costs incurred as a result of this. iDM will observe the Clients site safety rules at all times and will liaise with the Health and Safety Manager if deemed necessary.
- Insurance’s (people, equipment etc) – The client is responsible for public liability insurance cover.
- Bad weather: In the event of inclement weather, iDM reserves the right to change the date of filming to a more suitable day. iDM will not allow the safety of the equipment or personnel to be compromised.
- Aborting filming (on shoot day) or re shooting due to client’s lack of organisation: In the event of filming being delayed or aborted due to a lack of organisation from the Client, iDM reserves the right to charge the relevant days filming costs.
- re-visit to site to carry out further works may incur additional cost.Changing filming dates: In the event of the Client wishing to change the filming date we require a minimum of 2 weeks notice. Failure to comply will result in the Client becoming 100% liable for all costs incurred.
- Equipment substitution / failure: In the unlikely event that iDM experiences equipment failure or difficulties, all efforts will be made to find suitable replacement equipment as soon as possible. No further claims or liability will be accepted.
- Works specified (as per estimate): All works undertaken will be as per iDM’s written quotation/proposal provided by email. The Client is obligated to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming will be charged at our daily rates.
- Clear access for filming: If filming venues are being organised by the Client, it is the Client’s responsibility to ensure that iDM has clear access to all relevant locations required throughout the day. Delays in filming may incur additional charges.
PRINT: Further Terms and Conditions
- Print Proof Agreement: iDM will provide you with a digital proof if requested before progressing to press or any other production format or technique. Your approving this digital proof confirms that you agree to the design and contents of the printed document, manufactured product or production of any kind, as depicted by the digital proof.By agreeing this digital proof, you absolve iDM of all liability for any errors, omissions or discrepancies which may be present in the final product. It is your choice whether to accept a digital proof or not. Should you choose not to see and approve a digital proof before production, you are thereby authorising iDM to instruct the printer, manufacturer or producer directly and you absolve iDM of any liability for any errors, omissions or discrepancies in the final product.
- Making Changes After Proof Stage: If a change is requested, we will do everything we can to make the correction before the printing or production starts, but we cannot guarantee this. All additional costs will be passed on and there will be subsequent amendment charges costed at our standard design rates.
- Materials: All materials (including but not limited to film, plates, negatives and positives) produced and used by iDM during the production process remain the property of iDM. Where these materials are provided by the client, they remain the property of the client. iDM reserves the right to dispose of lithographic work immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for the safekeeping of the materials.
eLearning training modules and materials – bespoke and generic licensing – Further Terms and Conditions
- iDM authorises the Authorised Users to use the Services for which the Customer agrees to pay iDM an agreed Fee.
- The licence for the Services granted under this Agreement commences on the date of this Agreement and terminates:
- At the end of the Term; or
- if this Agreement is terminated pursuant to clause 6.
- iDM hereby grants each Authorised User, subject to the Terms and Conditions of this Agreement, a non-exclusive, non-transferable licence to use the Services solely for the Customer’s internal business purposes. For the avoidance of doubt nothing in this Agreement grants the Customer any rights whatsoever in or relating to the source code of the Software used to access the Services.
- The Customer shall not have the right to sell, sublicence, broadcast, transmit or copy the Services or otherwise grant any rights in the Services to any person or entity.
- The Customer will ensure that: (i) the Authorised Users will not share their username and password for the provision of the Services and (ii) the Services are only used by Authorised Users.
- The Customer acknowledges and agrees that iDM and its licensors own all Intellectual Property Rights in the Services. Except as expressly stated in this Agreement. iDM does not grant the Customer any rights to its Intellectual Property Rights, or any other rights or licences in respect of the Services or any related services or documentation.
- iDM shall have no liability whatsoever for any course material developed or bespoke modification conducted upon the Customer’s request.
- iDM shall have no liability whatsoever for any course material developed or bespoke modification conducted upon the Customer’s request.
- iDM shall have no liability whatsoever for any pre-built course materials licensed or purchaesed by the customer
- The Customer acknowledges that the courses, resources and services are not intended to constitute legal advice for any specific situation.