Terms & conditions

1. The Client will give Highwire Design Ltd (hereinafter Highwire) a clear brief and ensure that the facts given about the Client's products and services are accurate and in no way misleading. Highwire will co-operate fully with the Client and the Client will make available to Highwire all relevant information. Highwire may, at its discretion produce proposals, briefs, schedules and/or specifications which shall be meant strictly as written and not interpreted to widen their scope. Where any service, performance, activity, function or feature, to an overall or detailed extent, is required then the Client will document such in writing, in advance of any work commencing.

2. Highwire will provide the services and/or goods and/or other items to the Client as specified in the agreement/order form. Highwire will liaise with the Client on a regular basis, including providing drafts and proofs for inspection, correspondence and documentation generally (including copies of material sent to or received from other parties), to ensure that it executes the services referred to in a competent and professional manner.

3. The Client will ensure that any matters of fact errors, omissions or mis-assumptions or other aspects requiring attention contained within such communications are notified to Highwire immediately so as to ensure that each stage in the process of fulfilling the contract can be corrected or amended so as fully to represent the Client's needs. In the absence of any such communication from the Client within a reasonable time Highwire shall be entitled to assume that work carried out, or any item or aspect not commented on, properly reflects what is required by the Client. Alterations to items or aspects previously communicated to the Client but not commented for alteration will be deemed to be an amendment which Highwire may charge to implement on an hourly rate plus expenses basis as detailed in the project proposal.

4. Where appropriate, after obtaining the Client's general agreement or having assumed assent according to (3) above, Highwire will submit to the Client for specific approval in writing drafts, proofs and production estimates. The Client's approval of copy and layouts will be Highwire's authority to proceed to any subsequent stage, purchasing or providing materials and/or services. The Client's signature of a final production authorisation shall in respect of the document or item authorised be conclusive evidence that the Client has checked the document or item for content, accuracy and fulfilment of requirements. The Client may request Highwire to change, reject, cancel or stop any and all plans, schedules or work in progress and Highwire will take all possible steps to comply, provided that it can do so within any other contractual obligations. The Client agrees to reimburse Highwire for any charges or expenses to which Highwire is committed and also to pay Highwire's fees covering these items.

5. No stage within the project, nor work on any particular item or items will be commenced by Highwire nor associated expense incurred without either the Client's prior approval or instruction to proceed or lack of dissent within a reasonable period of time to Highwire's confirmation of their understanding of the Client's agreement to proceed. Highwire shall be entitled to assume that approval or instruction in any general sense includes approval or instruction for those aspects, items or contents necessarily and/or directly associated. All work carried out, whether experimentally or otherwise at the Client's request will entitle Highwire to make a charge in accordance with these Terms & Conditions. Written confirmation by Highwire that it has performed any services on behalf of or supplied any items to the Client, shall be evidence that such services have been performed and such goods have been supplied unless the contrary be proved.

6. Invoices will be raised at not less than monthly intervals or according to stages completed or particular expenses incurred, at Highwire's discretion. These invoices will be deemed to be interim instalments against the final cost. Highwire is entitled to charge Value Added Tax at the current rate or rates in force. Except where otherwise specified in these Conditions, all monies payable to Highwire by the Client are payable within thirty days of the date of invoice. The Client shall be entitled to raise any dispute or query in respect of any invoice submitted to the Client including without prejudice to the generality of this Condition the amount of such invoice provided only that this is done in writing and within seven days of the date of such invoice. Invoices which are not subject to the dispute procedure documented in this clause (6) which are not paid in full within thirty days of the date of the invoice shall be subject to a compounded interest charge of 2% for each calendar month or part month that the invoice remains outstanding. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of right to recover interest. The Client also acknowledges and accepts Highwire's right to claim interest under Statute. Interest due may be deducted from payments otherwise made by the Client, at Highwire's discretion. Highwire will without further notice and any agreed or notified timescale notwithstanding be entitled to suspend all activities in connection with this agreement if any invoice is outstanding 45 days after invoice date and all costs and charges in connection with such suspension and resumption shall be paid for by the Client.

7. The Client will reimburse Highwire in respect of any monies expended by Highwire in fulfilling its obligations to the Client. The Client agrees to pay within seven days of presentation of any interim invoices in respect of advance or instalment payments required to be made to suppliers. Highwire may request that it is reimbursed in advance by the Client before advance payments of or financial commitments in excess of £500 previously authorised by the Client are required to be made on the Client's behalf.

8. Highwire will make its best endeavours to comply with its obligations, to implement Client's instructions and to meet the Client's timescale or deadline requirements where these are advised in reasonable time in advance in writing. Estimates and quotations assume Highwire can make efficient and regular progress in implementing its activities, without delay, postponement or unforeseen urgency. In the case that the Client requests or instructs Highwire to expedite the provision of goods, services or other items, or that such expedition is necessitated by circumstances outside Highwire's control, or Highwire is prevented from making progress through delay not their responsibility exceeding twenty working days, or postponement or abandonment, the Client agrees to pay Highwire a surcharge of at least 10% of Highwire's charges otherwise applicable. Highwire will not be liable either in contract or in tort for any loss suffered either directly or indirectly by reason of any failure. Upon termination of this agreement by notice or otherwise the Client will remain liable to pay Highwire all monies due under these terms & conditions.

9. The copyright and/or artwork copy and all other work created by Highwire for the Client and all intellectual property such as know-how, designs and all that created by Highwire for the Client shall vest initially with Highwire. Upon payment in full by the Client of all monies due to Highwire from the Client, Highwire will grant a single copyright and intellectual property licence to the Client for the specifically intended use and media. Highwire will retain the copyright and intellectual property in any unused plans, materials, resources and ideas prepared by Highwire and which shall not be used by the Client regardless of whether or not the physical embodiment of any such creative work is in the possession of the Client in the form of drafts, artwork and similar items. Photographs, Illustrations, computer code and files and the like provided by Highwire or any third party for any specific use shall be the subject of separate agreement including copyright and reimbursement if subsequently required for another use and/or at another time; they shall not be used by the Client without such agreement. Ownership of any relevant licence, material, items nor the benefit of any service shall not pass to the Client nor any matter or item be assigned, passed or sold to any third party by the Client until all Highwire invoices raised according to these terms and conditions have been settled in full. Reports, proposals, specifications, estimates, quotations and the like are copyright and commercially confidential and may not be copied or passed to any third party in any form without specific written agreement by Highwire on each occasion.

10. All digital communications and materials including emails, messages, contents and any attachments such as files and data are sent, transmitted or provided and must only be accepted, on the strict understanding that they are confidential and/or legally privileged.

All electronic files are copyright Highwire, are only for the use of the addressee/s, for the specifically intended and agreed purpose, and may not otherwise be used, copied, distributed, made available or reproduced in any form without the expressed written permission Highwire.

Highwire asserts all ownership and authorship rights to electronic files.

11. Highwire shall be permitted (a) to include, as copies or originals or references to as appropriate, material prepared and/or produced for the Client amongst their portfolio of work and to make use of for promotional purposes and (b) to include a statement of credit on suitable printed items consisting of "Designed by Highwire - highwiredesign.com" in small type running close to and along the spine edge of the back page or side and (c) to include a hyperlinked text credit as creators of any electronic media materials, such linked credit to be maintained by the Client. The Client shall advise and instruct Highwire if any supplied content matter (such as photographs) is to be used on the condition that the supplier, etc. is to be credited and such credit is to be included.

12. Metal, films, separations, bromides, typesetting, final artwork, plates, electronic computer files and the like shall remain the exclusive property of Highwire or of the third party providing them. Such materials may be deleted, destroyed or effaced immediately after execution of an order for the Client, unless otherwise arranged and confirmed in writing. Any material provided to Highwire by the Client or a third party acting upon the Client's instructions will remain at all times the sole and entire risk of the Client and Highwire shall not be under any liability for it. Any such material not collected by the Client from Highwire within one year of supply shall entitle Highwire to dispose of as they see fit. Where Highwire is provided with any material by or on behalf of the Client or the use of such material is specified by the Client then Highwire may reject any which appear to Highwire in its absolute discretion to be unsuitable. Or if, in the course of production, such material is found to be unsuitable Highwire shall be entitled to charge such additional fees as Highwire in its absolute discretion thinks reasonable. Where such materials are supplied to Highwire or for use otherwise, Highwire shall not be liable if such materials cause defective workmanship, delays, shortfall in quantity or additional costs.

13. Where Highwire considers that it is necessary to use the services of a third party for any reason whatsoever it may do so at its own discretion and without first obtaining the consent of the Client.

14. Highwire will use its best endeavours not to disclose either during or after its terms of appointment by the Client any confidential information marked as such and provided by the Client or resulting from the studies or work generally commissioned and paid for by the Client but the Client in turn acknowledges Highwire's right to use as it sees fit any general intelligence regarding products and services which it has gained in the course of its appointment.

15. Highwire shall not be liable for any delay in or omission of publication or any error in any work carried out for the Client unless the Client has given written notice of its complaint to Highwire within seven days of the matter of complaint arising. Highwire does not hold itself out to be a printer or production supplier and irrespective of whether Highwire co-ordinates the activities of such other firms and/or charges accordingly the Client shall not hold Highwire liable for any defects in, or costs or damages arising from, their work. Print quantities are quoted for and delivered according to a tolerance of ±5% for monochrome work and ±10% for other work.

16. Highwire website content policy: Highwire uses the following criteria to monitor sites hosted by Highwire. The owners of websites agree to conform to this code of conduct. The content of a website must not contain obscene, offensive or inaccurate material, or material that encourages illegal or anti-social behaviour. It is a condition of hosting a client's site that the client indemnifies Highwire against any claims arising from the content of the site.

Highwire reviews all sites it hosts on a regular basis. If a site is found to be contravening any of the requirements, Highwire will immediately approach the owners of the website and request they make suitable changes or agree to Highwire making appropriate changes. If this is not done Highwire retains the right to remove a site from public view.

As well as regularly checking hosted sites, Highwire will follow up reports from users. So if something illegal, undesirable, inaccurate, misleading or out-of-date, or something that contravenes copyright law, is reported, Highwire will investigate the complaint within one working day of being informed on such a concern.

At Highwire's discretion content providers will provide and publish an apology for defamatory, obscene or otherwise unacceptable material.

• Distinguish between content in such a way that users know what kind of material they are accessing at any time;
• contain no content which is named in such a way that users might confuse it with other sites;
• be accessible through as wide a range of technologies as possible (including types of computer and other devices, operating software and internet tools);
• content must not contain material, or provide direct access to material, deemed unsuitable such as content may include obscene, offensive or inaccurate material, or material that encourages illegal or anti-social behaviour;
• content must be appropriate to the age of the audience for which it is intended. Sites for under-16s should not contain open web searches or unmoderated chat rooms. Highwire as host reserves the right to remove a link at any time, without notice;
• content must not make illegal use of copyright material. Content should be clearly marked with its copyright status and details of permissions granted for use of the content where appropriate;
• include clear contact details for the site owners, including name, postal address, telephone number and email address and a route for feedback;
• content providers must undertake to co-operate with Highwire, taking prompt action to remedy or make good any deficiencies relating to their content.

Websites that include an opportunity to purchase goods must comply with current legislation. This includes clear pricing, content details, secure processing of personal data and consumer rights including legislation on consumer credit, distance selling and data protection. Content providers should also:

• provide sufficient information about the products or services on offer to allow the customer to make an informed choice (this should include the availability of free samples or trial periods);
• provide full information for the consumer on pricing (including tax and delivery charges), methods of payment, licensing and permissions, copyright, delivery and returns, the right to cancel and the statutory seven-day 'cooling-off' period;
• offer a secure method of payment if accepting payment online;
• be affiliated to a recognised trade association or subscriber body which operates a code of practice and which provides a complaints procedure for dissatisfied consumers;
• include a statement that the site owner, not Highwire, is responsible for the site content, and that any goods and services being sold have been neither approved nor endorsed by Highwire.

17. None of the obligations of Highwire under this agreement shall be treated as conditions and no breaches of Highwire's obligations under this agreement of whatever nature and whatever number shall entitle the Client to repudiate this agreement. The Client will indemnify and keep indemnified Highwire from and against any legal action proceedings or claims, damages, losses, expenses or liabilities which Highwire may incur or sustain as a direct or indirect result of or in connection with any information, representation, reports, data, materials supplied, obtained, prepared or authorised by the Client. The various provisions of these terms and conditions are severable and if any provision is held to be unenforceable or invalid by a Court of competent jurisdiction then such invalidity or unenforceability will not affect the remaining provisions. The agreement contained hereto contains all the terms agreed between Highwire and the Client and shall not be varied by any prior representations made by or on behalf of Highwire to the Client or by any terms and conditions sought to be imposed by the Client to regulate the terms of its agreement with Highwire. Any work instructed by the Client and/or commenced by Highwire with the agreement of the Client shall be construed as acceptance of these terms and conditions.

These terms may not be altered, waived or terminated except in writing and signed by at least two directors of Highwire Design Ltd.

This agreement shall be construed in accordance with English Law and at all times be subject to the jurisdiction of the Courts of England and Wales.