These Terms and Conditions apply to all artwork, graphic design, print, supply, installation & maintenance of equipment and services provided by inVoke Digital Ltd. It is your duty to understand and comply with these Terms and Conditions.
1. Payment
1.1
Full Payment is due on the day of delivery – either a signed Rental Agreement with deposit or in the case of a Cash Sale 50% of the sale value is required with the order and the balance paid to the engineer on completion.
1.2
In the case of a Rental Contract you must pay us the First Rental Payment together with any documentation fee of ninety five pounds plus VAT and thereafter you must make each subsequent Rental Payment on the same date at the intervals stated overleaf.
1.3
You agree to pay us interest on any payment due under this agreement at 2% per month (Default Rate) from its due date to the date of payment such interest to run day to day and after as well as before any judgement. If you fail to pay any Rental Payment or other sums under this Agreement when due or we enforce this Agreement, you shall also pay to us any reasonable costs incurred by us in enforcing and servicing this Agreement including but not limited to; our administration costs, debt recovery costs, costs of recovery of the Equipment (if applicable), bank charges and all legal costs on a full indemnity basis.
1.4
The client will be asked to provide artwork sign off, before Invoice, prior to print/artwork/publication. At this time the remainder of the fees due will become payable. Accounts which remain outstanding for 10 or more days after the date of invoice, will incur an extra charge of 2% per month of the outstanding amount.
1.5
Payments may be made by Bacs, cash, cheque, WorldPay, or (for overseas customers), PayPal or previously agreed electronic funds transfer.
1.6
Publication and/or release of work done by inVoke Digital Ltd on behalf of the client, may not take place before funds have cleared.
1.7
Returned cheques will incur an additional fee of £50 per returned cheque. inVoke Digital Ltd reserves the right to consider an account to be in default in the event of a returned cheque.
1.8
Payment in full is required prior to artwork being sent to print.
1.9 Our Fees
– Documentation – one off inception charge
– Rental charge – rent of equipment for minimum period
– Settlement – agreed settlement for previous agreement
– Deposit – advanced payment towards contract
– Purchase price – if equipment purchased rather than rented
– Installation – delivery, installation and commissioning of equipment
– Licence – log in access, server space, templates, play lists, and maintenance of server
– Maintenance – Covers equipment malfunction. Does not cover damage however caused
2. Title
2.1
Title of the goods and services will not pass to the buyer until such time full payment has been received by inVoke Digital Ltd. If full payment for the goods on this or any subsequent order is not received within inVoke Digital Ltd trading terms the customer (you) hereby grants access to its premises and allows inVoke Digital Ltd or its appointed agents, to remove and repossess such goods.
Title of the goods does not pass to the hirer if the goods are rented.
3. Maintenance
3.1
Maintenance cover is Monday – Friday 9am – 5pm. This maintenance contract covers the new equipment as listed. Maintenance charges may increase by up to 7% per annum. Maintenance contract is for a minimum five-year period from date of installation and will continue at the end of five years, on an annual basis, unless you give three clear months notice of cancellation. Cancellation of this (maintenance) contract must be in writing and will attract charges of the sum of the outstanding balance.
3.2
You may not permit any persons except for the employees of inVoke Digital Ltd to add to, alter, or reprogram or interfere with the Equipment or Software supplied.
4. Liability & Exclusions
4.1
No liability for loss or damage due to equipment failure or any statements made by inVoke Digital Ltd staff or contractors will be accepted by inVoke Digital Ltd if they are not in accordance with this contract. Maintenance covers fair wear of the equipment and not externally caused damage. Acts of God such as lightning strikes and floods etc. or mains power fluctuations that cause damage to the equipment would not be covered under this contract and the customer should have suitable insurance in place to cover these and loss due to theft or damage.
4.2
The customer to provide adequate mains feed with appropriate safety earth and protection to ensure that all equipment that may cause interference to any equipment supplied under this contract is adequately screened and maintained.
4.3
The customer is responsible for ensuring all equipment supplied and operated conforms to any legislation, regulation or other legal requirements and is registered with the necessary agencies or authorities. inVoke Digital Ltd does not accept any responsibility or liability.
4.4
The customer to act promptly in advising the supplier in writing (within 7 days of becoming aware of) any complaints or concerns.
4.5
Not included: Local authority / Planning / Landlord consent, permissions or fees. Any item not specified. Any making good or redecoration, charges for any electrical, or other work.
4.6
No liability for content in Digital, Print or Social media will be accepted by inVoke Digital Ltd.
4.7
You, the person signing this agreement accept personal liability and responsibility to the contract and the terms and conditions therein.
4.8
You the customer are responsible for the safe keeping of all equipment supplied, from the time of delivery. In the event that equipment is delivered to you by courier you must sign a receipt for the delivery and mark “goods not inspected or checked”, in the event that any packaging is damaged you must refuse delivery. It is your responsibility to keep us fully informed at all times.
4.9 The customer is responsibe to have an adequet WiFi or LAN connection on site for the screens to update properly when connected to the signage system.
4.10 All electronics generate heat, the customer is required to have adequate ventilation to prevent heat damage to the units installed, thus not effecting the operation of the equipment.
5. Termination
5.1
If this agreement is terminated by us, you will pay us as a debt any arrears of sums then due, together with all sums due between termination and expiry of the Fixed Period less a discount of 3% per annum for early receipt.
5.2
You may end this Agreement early by giving us one month’s notice. If you do you will no longer be able to keep the Equipment (if rented) and you must pay us all sums due as stated in these Terms and Conditions together with an early termination charge of two hundred and twenty five pounds plus Vat.
5.2
You may terminate this contract subject to three months written notice on the expiry of the minimum term.
5.4
We may terminate this Agreement/Contract and take back the Equipment (if rented): If you fail to pay any sums due under this Agreement within ten days of it becoming due; If you commit or cause or permit breach of any Term or Condition of this Agreement and fail to remedy the same within ten days of us sending a notice to you requiring the breach to be remedied; If you become insolvent or an administrator or receiver is appointed in respect of your assets; If any distress or execution is levied against assets under your control.
6. Risk & Insurance
6.1
All risk in respect of the Equipment shall at all times rest with you until possession of the Equipment is retaken by us and until such time you shall keep the Equipment insured to its full replacement value and shall insure against third party liability under a fully comprehensive policy. All monies payable under such a policy shall be payable to us.
6.2
On our request you must provide proof of such insurance, failure to do so within seven days of such request, may result in us charging you an indemnity fee.
6.3
Failure to insure the equipment constitutes breach of contract and could result in us exercising our right to terminate the agreement.
7. General Obligations, Terms & Conditions
7.1
inVoke Digital Ltd does not accept any responsibility for any reliance placed on statements or representations which do not conform to the Manufacturer.
7.2
Written details on this contract supersede any verbal or written statements made by any party. This agreement is the entire agreement and any other representations are expressly excluded.
7.3
In the case where inVoke Digital Ltd are unable to complete the installation or delays are caused by the network supplier or other contractors engaged by you the customer inVoke Digital Ltd reserves the right to charge for any additional expenses incurred.
7.4
You may not move the Equipment without our express written permission.
7.5
We shall not be liable for any claim arising out of state of or condition or quality of Equipment or any consequential damages including loss of earnings or profits suffered by you if the Equipment is or becomes unusable.
7.6
You may not assign, mortgage, charge or sublet this Agreement. We reserve the right to transfer, assign or to charge the benefit of this Agreement to any person at any time at our absolute discretion. Your rights will not be prejudiced by such assignment.
7.7
Any notice served hereunder shall be sufficiently served if sent by standard post to your usual place of business and shall be deemed to have been received by you within forty-eight hours of posting.
7.8
This Agreement shall be governed by English law and you hereby submit to the jurisdiction of the English court.
7.9
This Agreement incorporates all Term and Conditions agreed between us and can only be varied by a contract document signed by both of us. No other terms whether written or verbal shall apply to any part of this contract.
7.10
By signing this Agreement you agree that the Contracts (Rights of Third Parties) Act 1999 will not apply.
7.11
If your business consists of more than one person you will each be liable jointly and severally for the full extent of your commitments made under this Agreement.
7.12
This Agreement is only accepted by the supplier once the equipment has been supplied and an invoice issued.
7.13
All prices are subject to VAT at the current rate.
7.14
inVoke Digital Ltd reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
7.15
inVoke Digital Ltd Us/We/Our/Supplier all mean the same.
7.16
You/Your/Client/Customer/Purchaser/Lessee/Renter all mean the same.
7.17
On cessation of the agreement you may either return the gods supplied in good undamaged condition at your expense, or hereby grant access to inVoke Digital Ltd or it’s agents to remove/recover the goods and agree to pay all costs.
7.18
You hereby grant us access to inspect the equipment supplied under this contract at any time during your normal working hours or at any other reasonable time.
7.19
You agree that you are responsible for the equipment/service supplied; choosing it and ensuring it is suitable for your requirements in every way; ensuring it remains on the premises specified overleaf unless relocated with our written consent; keeping it maintained and in good working condition and using it in accordance with the manufactures instructions; bearing the risk of any loss or damage however it is caused.
8. General Design
8.1
Design work is carried out by inVoke Digital Ltd on the understanding that the client has agreed to abide by inVoke Digital Ltd.’s terms and conditions.
8.2
Copyright of all graphic design work is retained by inVoke Digital Ltd including: copy, concepts, ideas, proofs and illustrations, unless specifically released in writing.
8.3
If multiple design concepts are submitted, only one concept is deemed to be given by inVoke Digital Ltd as fulfilling the contract. All other artwork designs remain the property of inVoke Digital Ltd, unless agreed in writing.
9. Project Acceptance
9.1
At the time of order, inVoke Digital Ltd will provide the customer with a written contract. These Terms and Conditions can be read on inVoke Digital Ltd.’s website.
9.2
The written estimate, quotation and contract are to be signed and dated by the customer to indicate acceptance and should be returned to inVoke Digital Ltd. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept inVoke Digital Ltd.’s terms and conditions. No work on a project will commence until the contract has been has been received by inVoke Digital Ltd.
10. Design Fees
10.1
Fees for design services to be provided by inVoke Digital Ltd will be set out in the written contract, estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this contract, estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 50% of the quoted fee will become immediately due. Work on the project will not commence until inVoke Digital Ltd has received this amount.
11. Charges for Other Services
11.1
Charges for any additional services over and above the estimated design will become fully payable at the time of project acceptance.
12. Default
12.1
An account shall be considered in default if it remains unpaid for 10 days from the date of invoice, or following a returned cheque. inVoke Digital Ltd shall be considered entitled to remove inVoke Digital Ltd.’s and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
12.2
Removal of such materials does not relieve the customer of its obligation to pay the due amount. Customers whose accounts become default agree to pay inVoke Digital Ltd reasonable legal expenses, costs and fees, and third party collection agency fees in the enforcement of these Terms and Conditions.
13. Copyrights and Trademarks
13.1
By supplying text, images and other data to inVoke Digital Ltd for inclusion in the customer’s brochure or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
13.2
Any artwork, images, or text supplied and/or designed by inVoke Digital Ltd on behalf of the customer, will remain the property of inVoke Digital Ltd and/or its suppliers.
13.3
The customer may request in writing from inVoke DigitalLtd, the necessary permission to use materials (for which inVoke Digital Ltd holds the copyright) in forms other than for which it was originally supplied, and inVoke Digital Ltd may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. inVoke Digital Ltd reserves the right to charge fees for additional usage.
13.4
By supplying images, text, or any other data to inVoke Digital Ltd, the customer grants inVoke Digital Ltd permission to use this material freely in the pursuit of the design and to utilise the designs in inVoke Digital Ltd’s portfolio unless agreed otherwise.
13.5
Should inVoke Digital Ltd, or the customer supply an image, text, audio clip or any other file for use in a website, digital and/or multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow inVoke Digital Ltd to remove and/or replace the file.
13.6
The customer agrees to fully indemnify and hold inVoke Digital Ltd free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
14. Alterations
14.1
The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.
14.2
The customer also agrees that inVoke Digital Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.
15. Licensing
15.1
Any design, copywriting, drawing, idea or code created for the customer by inVoke Digital Ltd, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of inVoke Digital Ltd and any of its relevant sub-contractors.
15.2
All design work where there is a risk that another party may make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. inVoke Digital Ltd will not be held responsible for any and all damages resulting from such claims. inVoke Digital Ltd is not responsible for any loss, or consequential loss, non-delivery of products or services, whatever the cause. The customer agrees not to hold inVoke Digital Ltd responsible for any such loss or damage. Any claim against inVoke Digital Ltd shall be limited to the relevant fee(s) paid by the customer.
15.3
Licence Fee – covers our log in access, unlimited server space for storage of content, templates, playlists, sub accounts and maintenance of server.
16. Data Formats
16.1
The client agrees to inVoke Digital Ltd.’s definition of acceptable means of supplying data to the company.
16.2
Text is to be supplied to inVoke Digital Ltd in electronic format as standard text (.txt), MS Word (.doc) on CD-ROM, or via e-mail.
16.3
Images which are supplied in an electronic format, are to be provided in a format as prescribed by inVoke Digital Ltd via CD-ROM, or electronic data format. Images must be of a quality suitable for use without any subsequent image processing, and inVoke Digital Ltd will not be held responsible for any image quality which the client later deems to be unacceptable. inVoke Digital Ltd cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
16.4
Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.
17. Design Project Duration
17.1
Any indication given by inVoke Digital Ltd of a design project’s duration is to be considered by the customer to be an estimation. inVoke Digital Ltd cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds of the deposit are received by inVoke Digital Ltd.
18. Design Project Completion
18.1
inVoke Digital Ltd considers the design project complete upon receipt of the customer’s sign off. Other services such as printing, display panel production, film work, website uploading, publishing etc. either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.
19. Design Credits
19.1
The customer agrees to allow inVoke Digital Ltd to place a credit on any printed material, exhibition displays, advertisements and/or a link to inVoke Digital Ltd.’s own website on the customer’s website. This will usually be in the form of a logo or line of text placed towards the bottom of the page, and may also include inVoke Digital Ltd.’s own promotional video within the customer’s digital signage presentation.
19.2
The customer also agrees to allow inVoke Digital Ltd to place all designs on inVoke Digital Ltd’s own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed in writing otherwise.
20. Rights of Refusal
20.1
inVoke Digital Ltd will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. inVoke Digital Ltd also reserves the right to refuse to include submitted material without giving reason. In the case that images and/or data that inVoke Digital Ltd include in good faith, and then discover contravene these standards, the customer is obliged to allow inVoke Digital Ltd to remove the contravention without hindrance, or penalty. inVoke Digital Ltd is to be held in no way responsible for any such data being included.
21. Cancellation of Design work orders
21.1
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, inVoke Digital Ltd will need formal notification in writing to the company’s postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 10 days. Please note: any cancellation which is not formally confirmed in writing and received by inVoke Digital Ltd within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
22. Disclaimer
22.1
inVoke Digital Ltd makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. inVoke Digital Ltd will not be held responsible for any and all damages resulting from any products and/or services it supplies. inVoke Digital Ltd is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, whatever the cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold inVoke Digital Ltd responsible for any such loss or damage. Any claim against inVoke Digital Ltd shall be limited to the relevant fee(s) paid by the customer.
22.2
inVoke Digital Ltd reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. inVoke Digital Ltd will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
23. Acceptance of Quotation and Terms and Conditions
23.1
The placement of an order for design and/or any other services offered by inVoke Digital Ltd and validated by the customer’s signature on the order, estimate or quotation, constitutes acceptance of the order, estimate or quotation, and agreement to comply fully with all the Terms and Conditions, and forms a Contract for Business between the signatory personally, the business/organisation they represent, and inVoke Digital Ltd.
24. Privacy Policy
24.1
This privacy policy sets out how inVoke Digital Ltd uses and protects any information that you give inVoke Digital Ltd when you use the website.
24.2
inVoke Digital Ltd is committed to ensuring that your privacy is protected. Should inVoke Digital Ltd ask you to provide certain information by which you can be identified when using the website, then you can be assured that it will only be used in accordance with this privacy statement.
24.3
inVoke Digital Ltd may change this policy from time to time by updating this page. You should check this page, on line, from time to time to ensure that you are aware of any changes. This policy is effective from 1st May 2015.
25. Links to Other Websites
25.1
inVoke Digital Ltd website may contain links to other websites, however, you should note that we do not have any control over that other website, therefore, inVoke Digital Ltd cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
26. Controlling Your Personal Information
26.1
inVoke Digital Ltd will not sell, distribute or lease your personal information to third parties. inVoke Digital Ltd only uses your information to respond to your enquiry/quote request.
27. COOKIES POLICY
27.1
An HTTP cookie—commonly referred to as just “cookie” – is a parcel of text sent back and forth between a web browser and the server it accesses. Its original purpose was to provide a state management mechanism between a web browser and a web server. Without a cookie (or a similar solution), a web server cannot distinguish between different users, or determine any relationship between sequential page visits made by the same user. For this reason, cookies are used to differentiate one user from another and to pass information from page to page during a single user’s website session. A web server uses cookies to collect data about a given browser, along with the information requested and sent by the browser’s operator (the visitor). Cookies do not identify people, but rather they are defined themselves by a combination of a computer, a user account, and a browser.
28. COOKIES SET BY GOOGLE ANALYTICS
28.1
Google Analytics (a web analytics service provided by Google, Inc) sets a cookie in order to evaluate use of those services and compile a report for us.
28.2
For further information please visit Cookies & Google Analytics. (https://developers.google.com/analytics/devguides/collection/analyticsjs/cookie-usage). You can Opt-out of Google Analytics cookies. (https://tools.google.com/dlpage/gaoptout?hl=en)
29. EMBEDED CONTENT
29.1
We sometimes embed photos and video content from websites such as Vimeo and Flickr. As a result, when you visit a page containing such content, you may be presented with cookies from these websites. We do not control the dissemination of these cookies and you should check the relevant third party’s website for more information.
30. SHARING TOOLS
30.1
You may also see embedded ‘share’ buttons on our web pages; these enable users to easily share content with their friends through a number of popular social networks. When you click on one of these buttons, a cookie may be set by the service you have chosen to share content through. Again, we do not control the dissemination of these cookies.