All contracts made by Triad Limited are subject to these terms and conditions. Your continuing instructions in relation to the works contained in this document will amount to an acceptance of our Terms and Conditions included herein. Estimates / Quotations are based on the information provided by the Client, including but not limited to detail on quantities, scope, and functionality. Any estimates / quotations may therefore be subject to change should the Client’s requirements change at any time and any stated timescale is reliant upon the Client providing all required information/copy/images within the time set out at project initiation. No person other than the proprietors of Triad Limited has authority to make any representation, give any warranty, or to agree with any valuation or addition to the contract; unless such representations or additions are expressed in writing and signed by the proprietors of Triad Limited.
Until Triad Limited has received full payment of all sums due from the customer for goods supplied; such goods shall remain the property of Triad Limited.
The Copyright/Intellectual Property Rights in any concept, design and programming produced for the customer will be retained by Triad Limited throughout the world, unless otherwise agreed in writing with the Client.
Licensed material (such as images, video footage, 3D models, music, and soundtracks) that is supplied by Triad Limited within any design piece is only licensed for that design piece and cannot be removed, accessed and/or used in any other piece by any other third party. Triad Limited will not be held liable for any third party adding unlicensed content to any material that Triad has designed, built, or has any affiliation with. Triad Limited 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.
(a) The Company reserves the right to make deliveries/and or services by instalments and to render a separate invoice in respect of each such instalment.
(b) If the Company exercises its right to make deliveries/and or services in accordance with sub-paragraph (a) above, then any delay in the provision of such deliveries/and or service, or failure to deliver any further instalment or instalments, shall not entitle the Buyer to reject the Contract or the delivery/service of any other instalment or to withhold payment in respect of any instalment previously delivered/serviced.
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company deemed unable to pay its debts or has a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against them, Triad Limited without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not).
Triad Limited shall be under no liability if it shall be 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 Triad Limited elect 'to terminate the contract and pay for work done and materials used', but subject thereto shall otherwise accept delivery when available.
Nothing in this agreement shall limit or exclude Triad Limited’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to the above, Triad shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect, incidental or consequential loss.
If Triad’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, including but not limited to the late supply of Client Materials, then, without prejudice to any other right or remedy it may have, Triad Limited shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and shall not be liable for any costs, charges or other losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
The ownership of any web pages and copyright therein shall remain with Triad Limited 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; this does not include ownership for any 3D files, imagery (including all rendered frames), post-production files, videos (other than the final end result i.e. the final MP4 file), music, or other outsourced and licenced content, where the ownership remains with the licensee.
Charges related to other types of work including but not limited to Design, do not cover the release of our design source files, including but not limited to indd, AI, png or source files and raw code.
Ownership of all code used in processing web pages shall remain with Triad Limited and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from Triad Limited to the Client.
If a Client requires any of these files, they will be subject to a separate buy-out charge in all circumstances and at the discretion of Triad Limited. Any buy out will not include licences for fonts or imagery where Triad Limited owns the licence and it cannot therefore be transferred; separate purchases would be required by the Client in these circumstances.
Any files are held within the scope of our Data Retention Policy and would only be available for 12 months after the end of any job for any negotiations to take place, unless a Client wishes to pay for Triad Limited to store data / files for longer, for which there is a storage fee; see Data Storage below.
The Client warrants that the receipt and use of the materials in the performance of this agreement by Triad Limited, its agents, subcontractors or consultants shall not infringe the rights, including any Copyright, Intellectual Property Rights, of any third-party; and
The Client shall keep Triad Limited indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Triad Limited as a result of or in connection with any claim brought against Triad Limited, its agents, subcontractors or consultants for actual or alleged infringement of a third-party's Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this agreement of the Customer Materials.
Wherever content is provided by the Client, whether written, artwork or imagery, they will be responsible for its accuracy in relation to spelling, grammar and detail. As part of website testing, Triad will not be responsible for the testing of supplied or uploaded written content in terms of fact, spelling and grammar accuracy; unless specifically commissioned to do so.
As the data controller, you are responsible for ensuring the use of your person-identifiable customer data is used in accordance with all current and future (e.g. UK GDPR) regulations. It falls under your responsibility to ensure all users are opted-in to receive communications under data protection law.
As a data processor, Triad Limited will perform its obligations to ensure the data is kept secure and is not provided to third parties. In entering into an agreement with Triad Limited, you are accepting full responsibility for the use of your data.
A valid Purchase Order number must be provided prior to commencement of the work outlined in this document or any subsequent Quotation provided.
All prices are exclusive of VAT and are valid for 30 days. E mail acceptance of the Quotation and/or provision of a Purchase Order implies acceptance of the included production schedule and invoicing schedule, where applicable.
All work is subject to a minimum fee of ÂŁ95+ VAT.
In the event of a project being suspended, put on hold, or otherwise, by the client or Triad Limited, payment for all work carried out and expenses where applicable, to that point, will be due immediately.
Invoices will be raised on completion of individual stages of work or in accordance with any invoicing schedule, regardless of any delays in the supply by the customer. Where relevant, responses from customer testing of website work must be advised within the timeframe set by the agreed production schedule.
The customer shall pay for the work done within 30 days from date of invoice, unless agreed otherwise, in writing, before commencement of work, with the Client. If the payment is not made upon the date specified, Triad Limited may at its absolute discretion charge interest from the specified day on a day-to-day basis at the rate of 3% per annum above HSBC Bank rate.
All invoices are subject to UK VAT at the current rate unless a valid exemption certificate is provided.
Note: Website development, which is completed, but not live due to delays caused by content review/migration by the customer will be invoiced irrespective of the delay. A holding fee will apply and be invoiced once a website is live – this will cover the final testing, review and go live stage of any website development.
Website hosting fees will be applicable from the date the website is completed, invoiced annually in advance.
This document covers only the work specifically described above and is prepared on the basis of the information you have provided to date. It does not include costs for any work not specifically described, for example but not limited to: copywriting, illustration, library images, photography, programming, animation, extensive image manipulation, soundtracks, author’s amendments or couriers, any of which will be quoted additionally if required. It does not include additional costs incurred as a result of inaccurate or incomplete information provided by you for which Triad Limited shall be entitled to make additional charges.
A subsequent Quotation will be provided, outlining the definitive costs against the final brief. Any subsequent changes to the final brief will be costed separately and may affect the agreed production schedule.
Triad Limited may, at its discretion, 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 Triad Limited accepts no responsibility for their accuracy, relevance or currency.
All data and files stored under your agreement with Triad will be subject to an annual management fee of ÂŁ250 + VAT. A further charge of ÂŁ1 per GB will be applicable from the date of the first anniversary of service provision. Before the end of the first anniversary there will be a requirement to confirm whether the data is to be stored or deleted in accordance with your data retention protocols. Where the decision is made to delete some or all of the data, this will be carried out within seven working days and confirmation sent. Triad reserves the right to store data, at our cost, for a further unspecified period in line with our Intellectual Property Rights, and ensures the data is retained in line with current legislation on Data Protection, Retention and Cyber Security.
All projects will be planned within strict timelines in order to meet both the Client and Triad’s expectation of delivery and service. Triad, and any contracted third parties, will work to these pre-agreed milestones and delivery dates from the outset of a project. In the event of the customer cancelling or postponing pre-agreed third-party services (such as installation, delivery etc), charges will apply - dependent on; the nature of the work; the notice period served by the customer; and the third party’s own terms and conditions concerning cancellation or postponement of their services.