Terms & Conditions

Essential information. Please read the following terms and conditions. Your acceptance of these terms are an absolute condition of this website and the services of DigiStartup.

General terms and conditions

These terms and conditions form the trading agreement between the DigiStartup (“we” or “us”) and the Client (“you”).

1. CHARGES

  • Unless agreed otherwise in writing or by email, we will charge you for all work produced at our current standard charge-out rates (if there are any changes to such rates you will be notified by email, writing, or telephone.
  • All rates and fees are exclusive of VAT, which will be charged in addition to the prevailing rate.

  • When up or down loading files, the time scale is not charged.

  • All travel expenses if incurred will be charged at the hourly rate of the corresponding job and the amount charged will be the traveling time to and from the client’s premises only.

2. NEW CLIENTS: INITIAL TRADING PERIOD

With all new clients, we request payment on receipt of invoice for the first two months of active trading. Thereafter, we will revert to our standard terms of payment (see Clause 3).
A) After this trial period and Clause 3 is introduced, it is still up to our discretion and integrity the credit terms agreed.

3. STANDARD TERMS OF PAYMENT

a) You will make punctual payment to us of all invoices and will indemnify us in full in respect of any third party expenses suffered or incurred by us pursuant to your instructions.
B) Invoices will be paid by you (without any deduction by way of set-off or counter claim or otherwise) as follows:
  • Fees: 30 days from the date of invoice.
  • Production and other services: 30 days from the date of invoice
  • For any services where the contractor or supplier requires payment before work commences, our invoice covering the same shall be paid before work commences.
  • For services where the contractor or supplier has the right to withhold consent for work used, or other display before final payment, our invoice covering the same shall be paid within seven days from the date of invoice and in any event in cleared funds before the planned date of publication, or other display.
  • On receipt of your approval for any production or artwork, we may issue invoices for stage payments of the estimated cost thereof and the invoices shall be payable within 30 days from the date of invoice.
  • Out-of-pocket expenses will be charged at cost. These include air and rail fares, hotels, and sustenance. Car travel will be charged at AA rates. Normal office disbursements such as post, telephone, and fax will not be charged.
  • Cancellation of work or production (see clause 6).

4. OVERDUE ACCOUNTS

  • If payment of invoices is not made when due, we reserve the right to charge interest on overdue amounts, interest to be calculated at the rate of 4% per year above the base lending rate from time to time of Royal Bank of Scotland Plc. Interest will accrue from the due date until payment is made.
  • We reserve the right to retain all work, materials, and any other items in our possession relating to any matter until all invoices are paid in full.
  • Any queries in respect of an invoice must be raised within 14 days of the date of the invoice. After this date, it will be deemed that the invoice has been accepted by you (except in the case of manifest error).

5. CREDIT INSURANCE

We take out insurance against credit risks and all our clients must be acceptable to our insurers. In the event of our insurers revising or withdrawing the normal insurance cover in respect of you, we may revise our terms of payment and may require payment in advance.

6. CHANGE AND/OR CANCELLATION OF WORK

  • The intellectual property rights (including, where appropriate, copyright and design rights) in all works created or commissioned by us and used under this agreement shall be vested in us whenever possible.
  • Until full payment of the invoice, all files are copyrighted to “DigiStartup”.

8. LEGAL LIABILITY

  • “DigiStartup” will not be liable for any discrepancies or mistakes, which later have a financial detriment to you the client. All work produced by us should be checked and signed off before any further action is taken with the files.
  • We take no responsibility for work not checked and signed. If checked and incorrect we will do our utmost to verify the mistake.
  • We are not liable for any financial compensation by a third party.
  •  We shall not be liable for any costs, loss or damage arising from our failure to fulfill our obligations where failure results from circumstances wholly or in part beyond our control including, for example, uploading or downloading files. Viruses or equivalent computer circumstances. We advise you to take out the appropriate insurance cover where necessary.
  • We shall not be liable for any consequential or economic loss (whether for loss of profit or otherwise) and our entire liability under or in connection with this Trading Agreement shall not exceed the associated fees and/or charges received by us under this Trading Agreement.
  • Nothing in this Trading Agreement shall limit or exclude our liability for death or personal injury to the extent that it is caused by our negligence.

9. DURATION

  • This Agreement shall commence on the start date specified below and shall continue until terminated by either party by giving to the other not less than three month’s notice in writing. Unless specified by email or the signed contract or agreement. Verbal agreements included.
  • Notwithstanding clause 9a) we may terminate this Trading Agreement on written notice if:
  • You make any voluntary arrangement with your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation
  • A receiver is appointed over any of your assets
  • You cease or threaten to cease to carry on business.

10. SECURITY

  • We will take the upmost care in securing the complete confidentiality of you, your client, and anybody who might be in a compromising situation.
  • All our folders are uniquely secure so no access from other outside sources can compromise our or your integrity.
  • In the case of anybody who makes an advance to you or your clients on the basis of work produced by ourselves, please notify us and legal proceedings might impend.

Digital Design and Build Terms

DEFINITIONS AND INTERPRETATION

In these terms (“Terms”) the following words and phrases will, unless the context otherwise requires, have the following meanings: Associated Company means any subsidiary or holding company, or subsidiary of a holding company (as subsidiary and holding company are defined in the Companies Act 1985, as amended);
Confidential Information the trade secrets or confidential or proprietary information of XA Digital or the Customer (as the case may be), but excluding any information: (a) which is publicly known or becomes publicly known other than by a breach of these Terms or any other duty of confidentiality; (b) which, when it was first disclosed to the other party, was already known by that party and that party was at the time of disclosure free to disclose; or (c) which, after being disclosed to the other party by XA Digital or the Customer (as the case may be), was disclosed to that party again by a third party at liberty to disclose it without restriction;
Content all text, graphics, logos, photographs, images, moving images, sound, illustrations, and other materials featured, displayed or used or to be featured, displayed or used in or in relation to the Services provided by the Customer, DigiStartup or third parties as the case may be; Contract the contract constituted by a Customer accepting a sow in accordance with clause 1;

Customer a person that accepts a sow;

Deliverable Design the graphical and visual design of a Deliverable as described in the relevant sow;

2 SUPPLY OF SERVICES

2.1 DigiStartupwill provide the Services and any Deliverable to the  Customer with reasonable care and skill and in accordance with the relevant sow.

2.2 DigiStartup will use all reasonable efforts to adhere to the provisions of any timetable included in the sow.

2.3 The Customer will provide all such information, material, facilities, and other assistance as DigiStartup may reasonably request in order to assist DigiStartup in providing the Services or otherwise perform its obligations under the sow. 

3 LICENCE

3.1 DigiStartup grants a non-exclusive, royalty-free license to the Customer to use, modify, and, subject to clause 3.2, sub-license the DigiStartup Software for the full period of the copyright in the DigiStartup l Software.

3.2 The Customer may sub-license the DigiStartup Software but only after the termination of the Contract.

3.3 Third Party Software will be supplied in accordance with the relevant licensor’s standard terms.

3.4 The Customer may not assign the benefit or burden of the license granted in clause 3.1.

4 CHARGES

4.1 The Customer will pay the amounts specified in the sow (as varied under clause 4.2) within 30 days of the date of the invoice. All such amounts are (unless otherwise stated) expressed exclusive of any applicable value added tax (VAT) and all other taxes and duties, which will be paid by the Customer.

4.2 Unless provided to the contrary in the sow, the charges in the sow will apply until the 31 December following the Start Date and thereafter the applicable charges will be as set out in XA Digital then the current rate card.

4.3 Where the Customer reasonably disputes any payment it will be entitled to withhold payment of the disputed amount pending resolution of the dispute but will pay the undisputed amount in accordance with these Terms.

4.4 The Customer will reimburse all expenses reasonably incurred by XA Digital in performing the Services subject to the provision of valid VAT invoices.

5 WARRANTIES

5.1 DigiStartup warrants that the DigiStartupSoftware comprised in each Deliverable will conform in all material respects to the show for a period of 90 days from delivery or, if acceptance testing is required, the date of successful completion thereof (Warranty Period). If, within the Warranty Period, the Customer notifies

DigiStartup  in writing of any defect or fault in the

                                                                                                                                               DigiStartup Software in consequence of which it fails to conform in all material respects to the show, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the XA Digital Software or used it in breach of the sow or these Terms, for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by XA Digital, XA Digital will, at our option, do one of the following:

6.2.1 repair the XA Digital Software; or

6.2.2 replace the XA Digital Software, provided the Customer provides all information reasonably required by XA Digital to resolve the defect or fault, including sufficient information to enable XA Digital to re-create the defect or fault.

5.2 XA Digital does not warrant that the use of the XA Digital Software or the Third Party Software will be uninterrupted or error-free.

5.3 Subject to clause 7.2, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

6.4 Each of the parties will use all reasonable commercial efforts to ensure that it does not introduce any virus or other element designed to disrupt the orderly operation of, or impair the integrity of computer programs and systems into the other’s computer programs and/or systems.

6 CONFIDENTIALITY

6.1 Neither party may disclose to any other person the contents of an sow or use or disclose any of the Confidential Information of the other except:

(a) When required to do so by law or any regulatory authority; and

(b) To its (or any of its Associated Companies’) employees, contractors, directors, agents or advisers whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person is informed of the obligations of confidentiality under these Terms and complies with those obligations as if they were bound by them.

7 LIABILITY

7.1 Except as expressly stated in clause 7.2:

aa(a) DigiStartup will have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:

(i) Special damage even though sDigiStartup was aware of the circumstances in which such special damage could arise;

(ii) Loss of profits, anticipated savings, business opportunity or goodwill;

(iii) Loss of data; and

(iv) Infringement of copyright provided

DigiStartup has made all reasonable efforts to avoid such infringement.

(b) DigiStartup whether in contract, tort or otherwise, and whether in connection with an sow, these Terms or otherwise, will in no circumstances exceed a sum equal to the amounts payable to DigiStartu punder the sow in the 12 months immediately before the cause of action arose; and

(c) The Customer acknowledges that no representations were made prior to entering into these Terms and agrees that, in entering into these Terms, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in the sow. The Customer will have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into these Terms and XA Digital will have no liability otherwise than pursuant to these Terms.

7.2 DigiStartup will be liable for death or personal injury resulting from its negligence or that of its employees whilst acting in the course of their employment and the scope of their authority, for fraud and fraudulent misrepresentations, and for any other loss or damage in respect of which liability cannot lawfully be excluded.

7.3 Notice periods

XA Digital will not be liable for any claim arising under these Terms unless the Customer gives XA Digital written notice of the claim within 6 months of becoming aware of the circumstances giving rise to the claim or, if earlier, 6 months from the time the Customer ought reasonably to have become aware of such circumstances.

7.4 General

The parties acknowledge that, having regard to all the circumstances, the provisions of this Clause are fair and reasonable.

8 INTELLECTUAL PROPERTY RIGHTS

a) “DigiStartup” will not be liable for any discrepancies or mistakes, which later have a financial detriment to you the client. All work produced by us should be checked and signed off before any further action is taken with the files.

B) We take no responsibility for work not checked and signed. If checked and incorrect we will do our upmost to verify the mistake.

C) We are not liable for any financial compensation by a third party.

D) We shall not be liable for any costs, loss or damage arising from our failure to fulfill our obligations where failure results from circumstances wholly or in part beyond our control including, for example, uploading or downloading files. Viruses or equivalent computer circumstances. We advise you to take out the appropriate insurance cover where necessary.

E) We shall not be liable for any consequential or economic loss (whether for loss of profit or otherwise) and our entire liability under or in connection with this Trading Agreement shall not exceed the associated fees and/or charges received by us under this Trading Agreement.

F) Nothing in this Trading Agreement shall limit or exclude our liability for death or personal injury to the extent that it is caused by our negligence.