eyedent studio

Terms & Conditions

1. These Terms and Conditions to apply to all transactions between the Customer and Eyedent Studio (“the Company”) unless expressly varied in writing and signed by or on behalf of Niall McKenna. Acceptance of an estimate indicates that the Customer accepts these Terms and Conditions and no other additional or other Terms and Conditions shall be applicable.

2. All estimates and quotations for design or production are valid for up to 28 days from the date of the estimate, subject to any special written agreements unless expressly stated in the Quotation document.

3. Where a contract is accepted by the Customer of Eyedent Studio based on an estimate submitted by the Company and costs rise owing to:
1. factors that are outside the Company’s control
2. alteration in specification from that in the estimate or quotations
3. additional work undertaken in order to achieve a commercially acceptable job and/or in order to meet the Customer’s deadlines where such additional work is caused by the Customer supplying (i) inadequate or insufficient copy or materials, or (ii) incomplete or incorrect instructions or (iii) late delivery of copy or materials to the Company
4. then all such additional costs will be borne by the Customer.
5. Any and all costs for preliminary work associated with the design, artworking or production of a job irrespective of whether full design, artworking or production goes ahead or not will be borne by the Customer.  The Customer agrees that the acceptance of the estimate is based upon the description set out in the estimate and any visuals proofs or specifications provided in connection with this estimate only and that the Customer does not rely upon any previous work or other expectations.
6. It is the Customer’s responsibility to check the proof and/or specification thoroughly and inform a representative of Eyedent Studio of any changes required. Eyedent Studio cannot be held liable for any errors in the printed job where the said errors were included in the proof and/or specification and not communicated in writing to the Company.  Where a proof and/or specification is amended in any way by or at the request of the Customer then all additional costs incurred will be borne by the Customer. 
7. The Customer shall hold Eyedent Studio indemnified against any loss or expense including all legal costs on an indemnity basis arising out of any action brought by any third party in connection with any job undertaken by the Company for the Customer including and not limited to any action for breach of copyright libel or negligence.

7. Payment Terms
1. Web design is charged at a 50/50 policy. A 50% deposit is required at proof sign off stage – no production will be instigated until this deposit is received. The final 50% payment is required before any website will be released live onto the web. The customer will be required to proof a cloud based draft and sign off the finished product before the job will be complete and a final invoice will be issued.
2. Printed materials must be paid for in advance of production to protect Eyedent Studio against debt to a third part supplier.
3. All design and marketing services will be charged via invoice at the completion of the project or in incremented steps as agreed between Eyedent Studio and the customer prior to the commencement of any project.
4. All invoices will require payment in full within 14 days of the issue date of the invoice. Failure to meet these credit terms will result in a penalty charge of 5% of the invoice total per week being added by way of penalty.
5. Eyedent Studio may allow at its discretion payment over a longer period at Eyedent Studios discretion. Eyedent Studio may require payment as a condition of delivery or releasing a job and in such circumstances payment shall remain due in full notwithstanding that the goods have not been delivered or released.
6. If a job is being mailed then the postage element must be paid in advance (with any small adjustment being debited or credited after the mailing). If any credit for postage is granted by Eyedent Studio then it becomes payable on demand. In the event of any dispute regarding a mailing job the postage element must still be paid in full.


8. Eyedent Studio shall retain property in the job and every part of a job until paid in full and the Customer hereby grants licence to Eyedent Studio to enter upon any property where the job or any part of it may be found as necessary for the purposes of recovering the job or any part of it for so long as the property remains with Eyedent Studio. In the event that the job is recovered in accordance with the foregoing sub-paragraph the Customer will remain fully liable for the full cost of the job together with all costs of recovery.
1. Eyedent Studio shall not be liable or be in breach of contract for any failure or delay in producing or delivering the goods due to circumstances beyond its reasonable control including but not limited to Acts of God, legislation, war, terrorism, fire, flood, droughts, power failures, strikes, mechanical failure, or the inability to procure materials or labour. In any such circumstances Eyedent Studio shall be entitled at its option to give notice to the Customer declaring that Eyedent Studio is unable to complete the relevant work or matter or comply with the relevant term of the contract or contracts, whereupon the work or matter or term shall be deemed to be frustrated from the date of such notice.
2. During the continuance of such a contingency the Customer may by written notice to Eyedent Studio choose to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
3. For the avoidance of doubt, where a contract is terminated by either party then all costs incurred by Eyedent Studio up to the time of termination shall be borne by the Customer.

9. Owing to the nature of the printing processes Eyedent Studio shall deliver plus or minus 5% of the quantity ordered by the Customer and the quantity delivered must be paid for in full. No compensation will be paid, however, in the event of an under-run irrespective of the size of the under-run. If additional “top-up” quantities are subsequently required to be printed then these shall be paid for in full by the Customer. If an exact quantity is required then this must be clearly stated in writing by the Customer at the time of order..

10. All goods are deemed to be in good condition when delivered or collected. Should there be any defect in the goods delivered or collected then it shall be a condition precedent to any claim for refund or abatement in price that Eyedent Studio is notified in writing within 48 hours of delivery. If no such notification is received then the contract price is payable in full. Eyedent Studio reserves the right to remedy any defect or offer a discount or supply a complete re-print within a reasonable period of time from the date of notification that the job in its current state has not been accepted. The contract cannot be discharged by mere rejection or non-acceptance of the goods.

11. Eyedent Studio shall not be liable for any direct or consequential loss incurred by the Customer or any third party arising out of the late delivery or non-delivery of a job ordered or of goods being delivered or transmitted that are not of a commercially acceptable standard. Time shall not be of the essence and the full contract price shall be payable notwithstanding the goods may be delivered later than indicated or agreed.

12. In the event of Eyedent Studio using property belonging to the Customer for the purpose of producing a job Eyedent Studio shall take all reasonable care to safeguard the said property in good condition but Eyedent Studio shall not be liable for its safe return or its condition upon return and no claims shall be considered.

13. Should Eyedent Studio store property of any description for the Customer then a reasonable charge may be levied by Eyedent Studio and must be paid in full by the Customer.

14. All goods or property belonging to the Customer and delivered to Eyedent Studio for any reason will not be insured by Eyedent Studio and the Customer should take steps to fully insure such goods. Eyedent Studio will take all reasonable care to keep such goods in good condition, but will not be held liable for any damage caused to such goods or their subsequent non delivery for any reasons whatsoever.

15. If any monies remain outstanding after becoming due to Eyedent Studio from a Customer then Eyedent Studio may retain a lien on any goods of whatsoever nature that are in the Company’s possession and belonging to the Customer and in the event that the debts are not paid within 14 days after Eyedent Studio giving notice to the Customer that it is retaining goods on a lien Eyedent Studio may dispose of those goods in such a way it considers fit as agent for the Customer and any sums recovered on disposal shall be allocated against the outstanding monies due to Eyedent Studio.

16. In the event that any monies remain outstanding for more than 30 days after becoming due to Eyedent Studio then they may, at their discretion, demand its statutory right to interest.

17. Eyedent Studio shall be entitled to recover from the Customer its costs and expenses of recovery of any outstanding monies including but not limited to any solicitors costs on an indemnity basis.

18. Security and updating of CMS (Content Management System) websites is the Customer’s responsibility. Eyedent Studio does not offer any warranty or service contract for the update and maintenance of websites unless specifically negotiated at the commissioning date between Eyedent Studio and the Customer.

19. The method of print production (eg. digital, litho, web offset, screen) may not necessarily be made known to the Customer and the Customer accepts the manufacturing tolerances inherent within each method of production and their possible consequences or effects on the finished job. Eyedent Studio is not obliged to state the method of production.

20. The Customer guarantee to Eyedent Studio that any elements of text, graphics, photos, designs, trademarks, or other artwork that the Customer provide to Eyedent Studio for inclusion in any work are either owned by the Customer, or that the Customer have sought the necessary permission to use them.

21. Intellectual Property

Customer Content, including all pre-existing Trademarks, shall remain the sole property of the Customer or its respective suppliers, and the Customer or its suppliers shall be the sole owner of all rights in connection therewith. The Customer hereby grants to Eyedent Studio a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Customer’s Content solely in connection with Eyedent Studio performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Eyedent Studio shall inform the Customer of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Eyedent Studio shall inform the Customer of any need to license, at the Customer’s expense, and unless otherwise provided for by the Customer, The Customer shall obtain the license(s) necessary to permit the Customers use of the Third Party Materials consistent with the usage rights granted herein. In the event the Customer fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, the Customer hereby indemnifies, saves and holds harmless Eyedent Studio from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Customers failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.

Preliminary Works. Eyedent Studio retains all rights in and to all Preliminary Works. The Customer shall return all Preliminary Works to Eyedent Studio within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Eyedent Studio. 

Original Artwork. Eyedent Studio retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The Customer shall return all original artwork to Eyedent Studio within thirty (30) days of completion of the Services. 

Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Eyedent Studio assigns to The Customer all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Eyedent Studio for use by The Customer as a Trademark. Eyedent Studio shall cooperate with The Customer and shall execute any additional documents reasonably requested by The Customer to evidence such assignment. The Customer shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and registration and do not otherwise infringe the rights of any third party. The Customer hereby indemnifies, saves and holds harmless Eyedent Studio from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of The Customer’s use and/or failure to obtain rights to use or use of the Trademark. 

Designer Tools. All Designer Tools are and shall remain the exclusive property of Eyedent Studio. Eyedent Studio hereby grants to the Customer a nonexclusive, nontransferable (other than the right to sublicense such uses to The Customer’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. The Customer may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Eyedent Studio.

RIGHTS TO FINAL ART

Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, Eyedent Studio grants to the Customer the rights in the Final Art as set forth below. Any additional uses not identified herein require an additional license and may require an additional fee. All other rights are expressly reserved by Eyedent Studio. The rights granted to The Customer are for the usage of the Final Art in its original form only. The Customer may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art. 


22. ADDITIONAL WARRANTIES AND REPRESENTATIONS 
Deficiencies. Subject to the representations and warranties of The Customer in connection with Customer Content, Eyedent Studio represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Customer Content, modifications, alterations or changes made to Final Deliverables by The Customer or any third party after delivery by Eyedent Studio, or the interaction of Final Deliverables with third party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that the Customers sole remedy and Eyedent Studios sole liability for a breach of this Section is the obligation of Eyedent Studio to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Eyedent Studio, Eyedent Studio sole obligation shall be to substitute alternative Third Party Materials.

Designer Tools. Subject to the representations and warranties of the Customer in connection with the materials supplied by The Customer, Eyedent Studio represents and warrants that, to the best of Eyedent Studio's knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Customer Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by the Customer or third parties.

COMPLIANCE WITH LAWS
Eyedent Studio shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. The Customer, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.



23. RELATIONSHIP OF THE PARTIES 
Independent Contractor. Eyedent Studio is an independent contractor, not an employee of The Customer or any company affiliated with The Customer. Eyedent Studio shall provide the Services under the general direction of the Customer, but Eyedent Studio shall determine, in Eyedent Studio’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Eyedent Studio and the work product or Deliverables prepared by Eyedent Studio shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to The Customer are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

Designer Agents. Eyedent Studio shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Eyedent Studio shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement. 

No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, The Customer agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Eyedent Studio, employee or Design Agent of Eyedent Studio, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, The Customer agrees that Eyedent Studio shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with The Customer, or (b) 25 percent of fees paid to said person if engaged by The Customer as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for The Customer. Eyedent Studio, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

No Exclusivity.
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Customer is free to engage others to perform services of the same or similar nature to those provided by Eyedent Studio, and Eyedent Studio shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Eyedent Studio.
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