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We, Leaf Print & Design of Harvest Piece Farm, Mickleton, Chipping Campden GL55 6LL have made every effort to ensure the accuracy and suitability of the information contained in the documents and constitute a valid and binding agreement between Leaf Print & Design and you, The Client, for any Services provided or work ordered.

Recitals:
‘Leaf Print & Design’ is engaged in the business of designing graphic elements, websites and other marketing materials for The Client. This also includes an on-line shop for printing services via our nominated 3rd party suppliers.
‘The Client’ wishes to engage Leaf Print & Design to provide said Services.

All Services provided by Leaf Print & Design to The Client is subject to the following Terms and Conditions.

1 Definitions:
Agreement means the entire content of these Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, schedules or attachments hereto.

Copyright© mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright© Law.

The Client means the company or individual who has agreed to take out work with Leaf Print & Design.

Client Content means all materials, information, photography, writings and other creative content provided by The Client for use in the preparation of and/or incorporation in the Project.

Domain Name means a name that identifies one or more IP address. Domain names are used in URLs to identify particular Website pages. For example, in the URL http://www.leaf-print.co.uk, the domain name is Leaf Print & Design

Hosting means allowing individuals and organisations to make a website accessible via the World Wide Web. Web hosts are companies that provide space on a server that Leaf Print & Design lease for use for their The Clients.

Project means the scope and purpose of The Client's identified usage of the work product as described in the Proposal.

Services mean all Services and the work product to be provided to The Client by Leaf Print & Design as described and otherwise further defined in the Proposal.

Third Party Materials means proprietary third party materials that are incorporated into the Project, including without limitation stock photography or illustration.

Trademark™ means; trade names, words, symbols, designs, logos or other devices or designs used in the Project to designate the origin or source of the goods or Services of The Client.

2 The Proposal.
The terms of the Proposal shall be effective for thirty (30) business days after presentation to The Client. In the event The Client does not execute this Agreement within the time identified, the Proposal, together with any quotations, related Terms and Conditions and Project, may be subject to amendment, change or substitution.

3 Acceptance.
A copy of these Terms and Conditions must be signed at the time of submission of work to Leaf Print & Design, indicating Agreement to and acceptance of these Terms and Conditions.

4 Project End.
The Project shall be deemed complete once The Client has signed off the work or indicated satisfaction either verbally, in writing, via electronic mail, post or other methods. If The Client fails to communicate with Leaf Print & Design for a period of more than thirty (30) days without explanation, the project shall be deemed satisfactory and complete.

5 Fees and Charges.
5.1 Fees: In consideration of the Services to be performed by Leaf Print & Design, The Client shall pay to Leaf Print & Design fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.

5.2 Additional Costs: the Project pricing includes Leaf Print & Design fee only. Any and all outside costs including, but not limited to, equipment rental, photographer's costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to The Client unless specifically otherwise provided for in the Proposal.

5.3 Invoices: All invoices relating to design work are payable within seven (7) days of receipt. All printing invoices are payable upon receipt of the invoice. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged daily at 9% over the current Bank of England base rate along with EU late payment charges. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Leaf Print & Design reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.

6 The Client Review.
Leaf Print & Design will provide The Client with an opportunity to review the appearance and content of the materials during the design and upon completion. At the completion of the Project, such materials will be deemed accepted and approved unless The Client notifies Leaf Print & Design otherwise within ten (10) business days of the date the materials are made available to The Client. The Client’s additions or variations including alteration of style and the cost of additional proofs necessitated by such alterations will be charged in addition to the agreed price on a time and materials basis unless agreed otherwise in writing. The Client will be notified of any such costs prior to the work commencing.

Leaf Print & Design shall incur no liability for any errors not corrected and communicated by The Client in proofs submitted.
Where any valid claim in respect of any of the work which is based on any defect in the quality or condition of the work or its failure to comply with The Client’s instructions is notified to Leaf Print & Design in accordance within these Terms and Conditions, Leaf Print & Design shall be entitled to replace the work (or the part in question) free of charge, or at Leaf Print & Design discretion, refund to The Client the price of the work (or a proportionate part of the price) but Leaf Print & Design shall have no further liability to The Client.

7 Client Responsibilities.
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

(a) Coordination of any decision-making with parties other than Leaf Print & Design;
(b) Provision of The Client Content in a form suitable for reproduction or incorporation into the Project without further preparation, unless otherwise expressly provided in the Proposal;
(c) Final proofreading. In the event that The Client has approved Project but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product; The Client shall incur the cost of correcting such errors.

8 Turnaround Time and Client Content.
Leaf Print & Design shall use all reasonable endeavours to deliver the work to The Client by any agreed date and shall notify The Client of any anticipated delay at the first opportunity. Leaf Print & Design will not be liable for delays caused by matters outside their control. Any times or dates quoted for the supply of the work are dependant on The Client giving reasonable instructions to Leaf Print & Design. Unless otherwise stated, time shall not be of the essence in relation to the performance of Services. During the Project, Leaf Print & Design will require The Client to provide Client Content such as copy and images.

If Client Content is not provided within four (4) weeks of an official request by email then he reserves the right to advise The Client of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If Client Content is not provided within eight (8) weeks from the original email request then Leaf Print & Design may terminate the Agreement (subject to the provisions contained in section 12).

9 Testing and Acceptance.
Leaf Print & Design will exercise commercially reasonable efforts to test Projects requiring testing and to make all necessary corrections prior to providing Projects to The Client. The Client, within five (5) business days of receipt of each Project, shall notify Leaf Print & Design, in writing, of any failure of such Project to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments The Client wishes made to such Project. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Leaf Print & Design will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the Terms and Conditions of this Agreement. In the absence of such notice from The Client, the Project shall be deemed accepted.

10 Payment.
Leaf Print & Design upon completion of the work will provide invoices. Invoices are normally sent via email; however, The Client may elect to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be required to pay late interest on the total amount due in the amount of five percent (5%) plus the base rate. The rate that applies is the rate in force at the end of the day on which the payment was due. The rate is listed as the 'UK clearing bank base lending rate' in the Financial Times.

11 Default.
Accounts unpaid seven (7) days after the date of invoice will be considered in default. If The Client in default maintains any information or files on Leaf Print & Design website space, he will, at his discretion, remove all such material from his website space. Leaf Print & Design will not be responsible for any loss of data incurred due to the removal of the service.

Removal of such material does not relieve The Client of the obligation to pay any outstanding charges assessed to The Client's account. Cheques returned for insufficient funds will be assessed a return charge of £30 and The Client's account will immediately be considered to be in default until full payment is received.

12 Termination.
12.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
12.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) Becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) Breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) business days from receipt of written notice of such breach.

12.3 In the event of termination, Leaf Print & Design shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Leaf Print & Design or Leaf Print & Design agents as of the date of termination, whichever is greater; and The Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.

12.4 In the event of termination by The Client and upon full payment of compensation as provided herein, Leaf Print & Design grants to The Client such right and title as provided for in Schedule A of this Agreement with respect to those Project provided to, and accepted by The Client as of the date of termination.

12.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party's request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

12.6 Projects that have passed thirty (30) days without contact or further instruction from The Client are deemed to be final.

13 Copyright© and intellectual property.
The Client retains the Copyright© to data, files and graphic logos provided by The Client, and grants Leaf Print & Design the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Leaf Print & Design permission and rights for use of the same and agrees to indemnify and hold harmless Leaf Print & Design from any and all claims resulting from The Client's negligence or inability to obtain proper Copyright© permissions, including but not limited to framing or linking to third party websites and/or third party proprietary material. The Client confirms to Leaf Print & Design that all such permissions and authorities have been obtained shall regard entering into a contract for Services as a guarantee.

Evidence of permissions and authorities may be requested. The Client acknowledges that any and all of the Copyright©, Trademark™, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the design and all rights in any core files created or developed by Leaf Print & Design in connection with the design are and shall remain the sole property of Leaf Print & Design and Leaf Print & Design hereby grants to The Client a non-exclusive right to use all such rights in accordance with the design specification.

14 Trademark™.
Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Leaf Print & Design assigns to The Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Leaf Print & Design for use by The Client as a Trademark™. Leaf Print & Design shall cooperate with The Client and shall execute any additional documents reasonably requested by The Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed Trademark™ or Final Project intended to be a Trademark™ are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless Leaf Print & Design 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 Client's use and/or failure to obtain rights to use or use of the Trademark™.

15 Confidential information.
All information, drawings, specifications, documents, contracts, design material and all other data which Leaf Print & Design may have imparted and may from time to time impart to The Client relating to the know how, business, clients, prices, services, software, the website, contracts (including this Agreement), website design, architecture and content is proprietary and confidential but shall not include any part of such information which is in or comes into the public domain in any way without breach of this Agreement by The Client or any person to whom it makes disclosure or that The Client can show was in their possession or known to it by being in its use or being recorded in its files prior to receipt from Leaf Print & Design and was not acquired by The Client from Leaf Print & Design under an obligation of confidence or to have been independently developed by The Client without recourse to the Confidential information or The Client obtains such information or has such information available from a source other than Leaf Print & Design without breach by The Client. The Client hereby agrees that it will use such confidential information and all other data solely for the purposes of this Agreement and that it will not at any time during or after the completion, expiry or termination of this Agreement use or disclose the same whether directly or indirectly, to any third party without Leaf Print & Design written consent. The Client further agrees that it will not itself or through any subsidiary or agent, use, sell, licence, sublicense, create, develop or otherwise deal in any confidential information supplied by Leaf Print & Design or obtained pursuant to this Agreement. The Client agrees to be bound by these provisions without limit in time from the date of disclosure of the confidential information.

Leaf Print & Design agrees to keep The Client information confidential and stored securely.

16 Standard Media Delivery.
Unless otherwise specified in the Project quotation, this Agreement assumes that any text will be provided by The Client in electronic format (ASCII text files delivered on memory stick or via electronic mail) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in vector, pdf, psd, jpeg, or tiff format.

17 Design Credit.
A link to Leaf Print & Design will appear in either small type or by a small graphic at the bottom of The Client's website. If a graphic is used, it will be designed to fit in with the overall site design.

18 Accreditations and Promotions.
Leaf Print & Design retains the right to reproduce, publish and display the Project in Leaf Print & Design portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Project in connection with such uses. Either party, subject to the other's reasonable approval, may describe its role in relation to the Project and, if applicable, the Services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party's website.

19 Access Requirements.
If The Client's website is to be installed on a third-party server, Leaf Print & Design must be granted temporary read/write access to The Client's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the Project, other resources might also need to be configured on the server.

20 Post-Placement Alterations.
Leaf Print & Design cannot accept responsibility for any alterations caused by a third party occurring to The Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

21 Website.
Leaf Print & Design will invoice The Client for any hosting renewal fees as and when they become applicable. The Client must pay these fees to avoid interruption to the service. Hosting is charged on a monthly or annual basis whereby payment is made in advance. Renewals are subject to payment five (5) business days before renewal date is due.
(a) Leaf Print & Design cannot guarantee and do not accept responsibility for lost electronic mail, online orders, bookings, and so forth from their website.
(b) Leaf Print & Design will always work with The Client in ascertaining your requirements with regards to design content and layout, where this is unclear, Leaf Print & Design reserve the right to use it's judgment in the interpretation of the design of Internet website pages in relation to the material that we receive from The Client.
(c) The Client should provide an outline design brief. Leaf Print & Design will then prepare a storyboard website to establish site design, look, feel, navigation and content.
(d) Leaf Print & Design will suggest and work towards suitable time scales for site completion however we will not be held liable for missed deadlines where it is deemed out of our control.
(e) The Client is required to pay a final payment of the contract on the date the website project is completed and available for public viewing.
(f) Leaf Print & Design make every effort to check a site once it is completed but cannot be held responsible for errors found after a site has gone live. All errors will be corrected, as and when notified.

22 Domain Names.
Leaf Print & Design may purchase domain names on behalf of The Client. Payment and renewal of those domain names is the responsibility of The Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Leaf Print & Design. Should we be unable to process a Domain Name registration request we will either provide a refund or provide an alternative Domain Name.

(a) Leaf Print & Design shall accept no responsibility for the loss of Domain Name(s) due to The Client’s failure to respond to our notification of renewal or failure to pay invoices for renew.
(b) Leaf Print & Design reserves the right to withhold or prevent the release of Domain Name(s) should The Client default on their account.
(c) All services remain under the control of Leaf Print & Design until such time the account is paid in full.

23 Maintenance Charges.
Maintenance charges are calculated on a per project basis. Leaf Print & Design will provide a facility whereby a pay monthly charge for updates and maintenance can be paid.

(a) Maintenance includes monthly submission to search engines, small textual changes to The Client’s website, on line statistics generated week by week, help and support and regular communication via phone calls, electronic mail or newsletter.
(b) Maintenance costs are negotiable depending upon requirements and size of The Client’s website.
(c) While Leaf Print & Design strive to provide a comprehensive Internet marketing service we can not guarantee that every Search Engine will index or list the website pages or websites that are submitted to them by Leaf Print & Design.
(d) The Client agrees to pay all charges for their use of services at the prices agreed and set in the Agreement.
(e) All website pages, scripts, databases, graphics or other digital products created by Leaf Print & Design remain the property of Leaf Print & Design until payment for such products is received in full.

24 Hosting Services.
To make it easy Leaf Print & Design offer yearly and monthly agreements. If you sign for a monthly agreement, the contract length is one month and you are automatically billed on a monthly basis using a Direct Debit payment method. If you sign up for a yearly agreement, the contract length is one year and you are automatically billed on a yearly basis using a Direct Debit payment method.

(a) You The Client authorise Leaf Print & Design to act through third parties on your behalf for Hosting Services provided.
(b) All fees are exclusive of all taxes imposed, and you The Client shall be responsible for payment of all such taxes. You The Client agree to pay for any such taxes that might be applicable for your use of the Services provided.
(c) All fees related to Hosting Services are charged automatically using a direct debit payment method. If Leaf Print & Design does not receive a request for (d) Hosting Services termination in writing via electronic mail or post you The Client acknowledge and understand that Leaf Print & Design will continue to charge you for the Hosting Services as long as your account remains active regardless if the Hosting Services are used or not.
(e) If, at any time during the Agreement, your bank decline or otherwise reject the charge of any payable fees, this will be considered a breach of your requirement hereunder and your use of the Hosting Services will be automatically terminated. Your use of the Hosting Services will not resume until you re-subscribe for any such Hosting Services.
(f) There are no cancellation fees, so you can cancel your upgrade at any time. You, The Client effective immediately upon notice, or the mutual agreement of the parties may terminate the Agreement at any time.

* Monthly plans won't be charged starting the next month
* Yearly plans won't be charged starting the next year.

25 General.
Leaf Print & Design warrants that the Services provided under this Agreement will be provided with reasonable care and skill.
These Terms and Conditions supersede all previous representations, understandings or Agreements. The Client's signature below or payment of an advance fee constitutes Agreement to and acceptance of these Terms and Conditions.

If a party does not enforce a right available to it under this Agreement in any particular instance, then it won’t prevent it from enforcing that right in future or in any other instance. Neither party shall assign or transfer any of its rights under this Agreement without the prior written consent of the other party.

26 Force Majeure.
Neither of the parties to this Agreement shall be responsible to the other party for any delay in performance or non performance due to any causes beyond the reasonable control of the parties hereto (‘Event of Force Majeure’) but the affected party shall promptly upon the occurrence of any such cause so inform the other party in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its powers to comply with the terms of this Agreement. If the Force Majeure shall continue for a continuous period of two (2) months, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

27 Rights of Third Parties Act (1999).
Any person who is not a party to this Agreement may not in his own right enforce any term(s) of this Agreement.

28 Notices.
All notices under this Agreement shall be in writing, sent by electronic mail or first class registered or recorded delivery post to the party being served at it’s address specified above, or any other address of which such party shall have given notice in accordance with this clause, and marked for the attention of that party’s signatory to this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted or posted as the case may be.

29 Variations.
Leaf Print & Design reserves the right to alter these Terms and Conditions from time to time. By continuing to accept Services from Leaf Print & Design after being notified by electronic mail or otherwise of the altered Terms and Conditions The Client will be deemed to be bound by the altered Terms and Conditions.

30 Liability.
Leaf Print & Design liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this Agreement shall be limited, in aggregate over the entire period of the Agreement, to the total amount paid by The Client to Leaf Print & Design. Nothing in these Terms and Conditions is to be interpreted as an attempt to limit or exclude Leaf Print & Design legal liability for any personal injury resulting from his negligence or to affect The Clients statutory rights. The Client agrees to indemnify Leaf Print & Design and will keep Leaf Print & Design fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided via The Client’s website and/or any breach of the Terms and Conditions set out in this document or associated documents. Each provision in this Agreement limiting or excluding liability operates separately and the invalidity or enforceability of any provision will not affect the validity or enforceability of any other provision.

Whilst Leaf Print & Design carries out regular virus checks on its systems means the services and work product specified in the Proposal to be delivered by Leaf Print & Design to The Client, in the form and media specified in the Proposal makes no warranties that files sent from means the Services and work product specified in the Proposal to be delivered by Leaf Print & Design to The Client, in the form and media specified in the Proposal are free from virus infection and means the Services and work product specified in the Proposal to be delivered by Leaf Print & Design to The Client, in the form and media specified in the Proposal recommends that The Client virus checks all files received from means the Services and work product specified in the Proposal to be delivered by Leaf Print & Design to The Client, in the form and media specified in the Proposal prior to opening or executing. Leaf Print & Design accepts no liability for any loss, damage, costs, claims and expenses arising in any way from viruses transmitted unknowingly.

31 Outsourcing.
Leaf Print & Design and The Client are independent of each other and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Leaf Print & Design may, in addition to his own employees, engage sub-contractors to provide all or part of the Services being provided to The Client and such engagement shall not relieve Leaf Print & Design of the obligations under this Agreement.

32 Severability.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

33 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, Leaf Print & Design grants to The Client the rights in the Final Art as set forth in the proposal. Any additional uses not identified herein or reselling of the artwork is not permitted without prior written consent.

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

35 Governing Law.
English Law shall govern this Agreement and the parties hereby submit to the exclusive jurisdiction of the English Courts.

http://www.leaf-print.co.uk/

Please feel free to download a hard copy of our Terms & Conditions