Terms & Conditions

Genium Design Limited trading as Genium
Company Number: 5715372. Registered in England and Wales.
Registered Office: 167-169 Great Portland Street, London, W1W 5PF.

Genium Creative Limited trading as Genium
Company Number: 7243991. Registered in England and Wales.
Registered Office: 167-169 Great Portland Street, London, W1W 5PF.

The following terms and conditions refer to Genium Design Limited and Genium Creative Limited (“Genium” or “The Agency”) and its relationship with its clients and potential clients.

Prices

Genium shall charge for work at prices stated as our hourly rate, current at time of order, unless agreed otherwise in writing before the work starts. All prices given to customers are assumed to be exclusive of delivery charges and VAT.

Quotations

Genium will quote prices and estimate delivery times for any job:
Quotes and delivery estimates are provided subject to sight of work, and are subject to Genium having capacity available to complete the work.
Customers are urged to check specifications and conditions in any quote. Genium will charge for work carried out beyond the quoted specification.
Quotes are checked for accuracy. However, Genium reserves the right to decline work if an error occurred in the quote.

Quotes are valid for 30 days.

Payment terms

The customer shall pay invoices for work ordered within 30 days from date of invoice. Genium reserves the right to charge interest on all overdue sums (including interest charges for late payment) at the rate of 2.5% per month, payable on demand.

Verbal Instructions

The customer is urged to issue all instructions in writing and to confirm and telephone instructions by fax/email. Genium will use its best endeavours to follow instructions given verbally, but shall except no responsibility or liability for work carried out on this basis.

Proofs

Genium cannot be held liable for final printed items that do not match original ink Jet/laser visuals presented in the design process. Due to different printing processes/methods final printed colours will vary, depending on stock used.
If the client is using our files to print from, then the client must supply us with a proof of our work before print, this will enable us to check files for accuracy. If this procedure is not done then we are not liable for faults, errors or colour differences.

Work Supplied Late

Genium cannot be held responsible for work received late. Genium reserves the right to charge extra for work which, as a result of being supplied late, must be executed more quickly than originally agreed.

Print Work-in-Progress

If progress of work is delayed without prior arrangement by more than seven days due to customer approvals, material supplied late, or for any reason that is out side the control of Genium, Genium shall be entitled to payment for all work already carried out, whether or not delivered.

Acceptance of Printed Work

The customer shall inspect all work immediately on receipt, and give notice of any alleged defects in writing to Genium within three working days of delivery. Failing such notice, the work shall be deemed to have accepted the work and therefore will be liable for payment.

Liability

Genium liability to the customer for any damage or expense caused by any failure to discover any defect/error in the work or otherwise arising, shall be limited to a sum equal to the amount Genium charges for those items of work effected. Genium cannot be held liable for any errors, failure, defect, or delay in the work caused by the supply of unsuitable specifications or computer files by the customer.

Force Majeure

Genium shall have no responsibility to the customer in the event of any failure, delay or default due in whole or part to:-
Circumstances beyond Genium control.
Fire, power failure, mechanical or software failure, storage media corruption and unavoidable shortage of materials.
Industrial disputes or third party actions.

Ownership

Until work carried out by Genium is paid for in full, including interest for late payment, legal and beneficial ownership shall remain with Genium, and the customer shall hold the work on a fiduciary basis. Notwithstanding the above, the customer may sell on the work in normal course of business, in which case Genium ownership shall attach to the proceeds of the sale.

Intellectual Property

Any creative elements in Genium’s work are sold only as a limited license for use to the extent specified in (or that could be assumed from) the original order. Genium shall retain full legal and beneficial ownership of such creative work, and no additional or subsequent use or commercial exploitation may be made without Genium’s expressed permission in writing.

Copyrights and Trademarks

By supplying text, images and other data to Genium 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.

Any artwork, images, or text supplied and/or designed by Genium on behalf of the customer, will remain the property of Genium and/or it’s suppliers, in which full copyright will be passed to the client upon receipt of full payment.

By supplying images, text, or any other data to Genium, the customer grants Genium permission to use this material freely in the pursuit of the design and to utilise the designs in Genium’s portfolio unless agreed otherwise.

Should Genium, or the customer supply an image, text, audio clip or any other file for use in a website, 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 Genium to remove and/or replace the file.

The customer agrees to fully indemnify and hold Genium 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.

Third Party Materials

“Third Party Materials” – any image, text or other material that is owned by a third party and used in the creation of the Products;
Genium shall notify the Client of any Third Party Materials that it intends to use in the Products and the Client acknowledges and accepts that the Third Party Products shall be supplied to the Client in accordance with the respective copyright licensor’s terms.

Indemnity & Libel/Obscenity

The customer shall fully and effectively indemnify Genium against all costs, expenses,damages and losses in connection with any third party proceedings with respect of goods produced, worked on or work carried out by Genium, including claims and proceedings relating to copyright, trademarks, patents, industrial property, libel and obscenity.

Customer Default

If the customer shall be in default, or if Genium has reason to believe that the customer will be unable or unwilling to discharge its obligations, then Genium may cease work without any liability and give notice to the customer that payment for any thing supplied under the contract between the two parties is due and payable immediately. Without prejudice to other remedies, Genium shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession, and shall be entitled to dispose of such goods or property as it thinks fit in order to apply the proceeds towards such debts.

Subcontracts

Genium may subcontract any or all of the customers work, but Genium shall remain liable to the customer for it. We add a discretionary mark-up/handling charge at industry standard rates unless agreed otherwise in writing with the client prior to commencement of work.

Divisibility of Contract

All contracts between Genium and its customers are divisible. Each delivery made
shall be deemed to arise from a separate contract, and
shall at Genium’s discretion be invoiced separately.

Different conditions

These conditions override any differing conditions which may appear on the customer’s order, and may be modified only with the written consent of Genium.

Governing Law

The resolution of any dispute shall be governed by the Laws of England.

Publicity Rights

Genium are entitled to claim authorship for designs/products reproduced wholly or substantially to our design. The customer agrees to give us credit where appropriate in all initial press publicity material. Genium appreciate the opportunity to see such material before publication. We reserve the right to use our design work in self promotion literature and advertising.

Printing

Genium shall sub-contract all print orders, Likeness in colour may vary on print runs and on reprints using the same colour, we are not liable for colour variations that are beyond our control, all print work colours vary between spot colours and 4 colour process of the same colour, orders are only accepted with this understanding. Print runs of with overs up to 10% of the quantity originally ordered will be charged.

Digital Media

 

Security

 

 Digital Media Terms & Conditions

 

Programming

The Agency can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.

Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £95/hour.

The Agency develops websites for compatibility with the current version of Microsoft Internet Explorer: not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.

Ownership

The ownership of the web pages and copyright therein shall remain with the Agency 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.

Ownership of all code used in processing web pages shall remain with the Agency and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.

Content

The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.

All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.

When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.

The Agency can 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 The Agency accepts no responsibility for their accuracy, relevance or currency.

Website Hosting and Email Terms & Conditions

 

Summary

The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.

Below is a summary of the main points covered in these terms:

Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.

The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.

Your service will be removed if you fail to pay in time or misuse the service.

The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.

Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £95 per hour, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.

Website & Email Content & Use

We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).

You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:

You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

You will not host, post, publish, disseminate, link to or transmit:

Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.

Any material containing a virus or other hostile computer program.

Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our suppliers network using bulk email.

You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.

You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.

You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years.

You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.

We and our suppliers reserve the right to remove any material which they deem inappropriate from your web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).

If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

Charges

All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.

Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.

Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend or terminate the provision of Services to you.

If an account goes unpaid for at least ten days, the account and its associated services are suspended. A charge will be applied upon account reactivation to cover administration costs, based on our standard hourly charge of £95. An estimate of this cost will be given prior to any work being undertaken.

Once an account has been suspended, access to files, databases and other content is explicitly denied. After an account has been suspended for 10 days it will be terminated, with all files, databases and other content – including the account itself – permanently deleted.

Should access to files, databases and other content be required before they are deleted, account reactivation will be required, incurring a reactivation charge based on our standard hourly rate of £95.

The Agency’s pricing is based on the Client’s site generating accesses (using bandwidth) roughly in proportion to the number of pages on the site. Should accesses to your site increase beyond a reasonable level, The Agency and our suppliers reserve the right to make additional charges at any time.

Any accounts that go over the limits prescribed will be charged a £50 administration fee for each month in which the limit is exceeded, in addition to charges for any further resources/subscriptions required. The Agency and/or our suppliers reserve the right to suspend or terminate any accounts should the limits be repeatedly or substantially exceeded.

Investigation Charges

Any investigations undertaken by the Agency at the request of the Client into perceived problems, such as loss of service, where it is subsequently found that the Agency or our suppliers are not at fault, will be charged at £95 per hour. We therefore suggest that the Agency is only contacted after the Client and their IT professional/advisor have fully established that any problems are not due to your systems or actions.

Security

Any access to other networks connected to the Agency or our suppliers must comply with the rules appropriate for those other networks.

While our suppliers will use every reasonable endeavour to ensure the integrity and security of the Server, neither we nor the our suppliers guarantee that the Server will be free from unauthorised users or hackers and neither we nor our suppliers shall be under any liability for non-receipt or misrouting of email or web traffic, or for any other failure of email or websites. Your data pages may not be secure against hackers and you take that risk. If you find evidence of infiltration, you must notify the Agency immediately so that your server can be taken offline until any vulnerabilities are fixed. The Agency can provide an estimate of the work required to fix any vulnerabilities if required.

The Agency and our suppliers shall take reasonable care to avoid introducing computer viruses to your computer systems and shall not be liable to you by reason of any virus unknowingly introduced to your system by it for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or any claims which arise out of or in connection with such introduction of a computer virus.

The Client shall effect and maintain adequate insurance cover in respect of any loss of service, or loss or damage to data stored on the Server.

The Client shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.

Service Availability

Our suppliers shall use their reasonable endeavours to make available to you at all times the Server and the Services but neither we or our suppliers shall, in any event, be liable for interruptions of Service or down-time of the Server.

The Agency and our suppliers shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason in writing.

No backups of any files, databases or any other content will be made unless explicitly requested (with time taken to carry out requested backups charged at the standard rate of £95 per hour) or as part of our automated backup service (£45 for 12 months).

Termination

The Agency expressly reserves the right to terminate or suspend your subscription without prior notice should you fail to comply with any clause within these Terms and Conditions or should the Agency or our suppliers deem such action necessary where legal proceedings are threatened or issued regarding the form or content of your web pages and in such circumstances the Agency will confirm such termination or suspension by subsequent notice.

No refunds will be made for Services suspended and/or terminated. Where the Agency or our suppliers terminate or suspend your subscription in reliance upon your breach of Agreement, or you terminate your subscription, you will not be entitled to any refund of any ‘unused’ part of your subscription.

If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.

We reserve the right to suspend the Services and/or terminate this Agreement at any time.

You may cancel the Services at any time, upon ninety (90) days’ notice and providing that all charges have been paid.

On termination of this Agreement we shall be entitled to immediately block your Website and to remove all data located on our servers.

The agency shall not be liable for any consequential loss whatsoever in relation to termination of your account in any circumstances.