Top Dog Graphics® Terms and Conditions
Graphic Design Services
1.2 Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.
2. Outline of Agreement
3. Detailed Project Specification
3.2 Any amendments proposed to this Project specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.
3.3 If such proposed amendments incur additional expense Top Dog Graphics® is entitled to seek further payment to cover such expense.
4.2 Top Dog Graphics will require payment on the completion of development milestones where the Project involves considerable development time to implement. Top Dog Graphics® reserves the right to define such development milestones and the amount of payment to be paid for each.
5.2 If the Client requires the completed Project to be loaded onto a fileserver using File Transfer Protocol (FTP) the Client is responsible for ensuring that the intended fileserver or disk space on the fileserver is properly configured. Top Dog Graphics will not load the completed Project onto a publicly available fileserver or disk space on such a fileserver until the Client has complied with the conditions laid out in clause 6 below.
6. Project Release
6.1 On completion of the Project, Top Dog Graphics will require ‘Sign Off’ by the Client in writing.
6.2 Client Sign Off will release Top Dog Graphics® from undertaking further work related to the Project. Top Dog Graphics® may however undertake additional work as requested by the Client either directly or indirectly related to the completed Project. Such work to be undertaken under the standard terms of business of Top Dog Graphics®.
7. Delivery of Content & Materials
7.2 Where this is not possible the Client will deliver such outstanding content and materials to Top Dog Graphics within 30 days of the start of the Project.
7.3 The Client will notify Top Dog Graphics® in writing (as soon as possible) of any delays in delivering content and materials required for the Project and provide Top Dog Graphics with a revised timetable for supplying such content and materials.
7.4 Top Dog Graphics will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of content and materials by the Client where required by Top Dog Graphics® for the Project.
8.2 Any such notice shall be deemed to be effectively served as follows:
8.2.1 In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
8.2.2 In the case of service by email on the next working day.
10. Credits and Publicity
10.2 Subject to clause 9 above Top Dog Graphics® shall be able to refer to their working relationship with the Client for press and publicity purposes after receiving the written approval, either in hard copy or by email of the Client regarding the content of any such material.
11. Intellectual Property Rights
11.2 The Client grants to Top Dog Graphics® for the term of this Agreement and Project a non-exclusive, revocable, royalty-free licence to use its name, logos, trade marks or devices ("Intellectual Property") for the purposes of creating the Project.
11.4 Neither party shall make any claim to the other party's trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
11.5 Neither party shall register or cause to be registered any company name materially similar to that of the other party.
11.6 The copyright and any other intellectual property rights to any designs / material created by Top Dog Graphics® shall remain with Top Dog Graphics® until Top Dog Graphics® has received payment in full for the designs / material created by Top Dog Graphics®.
11.6.1 Top Dog Graphics® reserves the right to display any work created by Top Dog Graphics® for advertising, promotional, and corporate materials related to Top Dog Graphics® services.
13. Indemnities and Limitation of Liability
13.2 The Client agrees to indemnify Top Dog Graphics® against any claims, damages, losses, costs and expenses which Top Dog Graphics® may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
13.3 Top Dog Graphics agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of clauses 9 and 11 of this Agreement committed by Top Dog Graphics®.
13.4 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
14.1.1 Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and
14.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.
14.2 Furthermore this Agreement may be terminated in the event that:
(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
(c) Has a receiver appointed to administer any of its property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or
(f) Fails to make payment in accordance with the terms of this Agreement.
14.3 On the termination of this Agreement any completed parts of the Project already delivered to the Client or test examples of the Project not already paid for by the Client will be returned to Top Dog Graphics®. Furthermore the Client shall not retain any copies of the returned Project, parts thereof or test examples of the Project.
14.4 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 9, 11 and this clause 14).
16. Force Majeure
17. Joint Venture or Partnership
18.2 The Client undertakes during the Project development period and for a period of 24 months after its completion not to directly or indirectly solicit or induce any of Top Dog Graphics®’ associates to work on a freelance or consultancy basis or to be directly employed by the Client.
19.2 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
19.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorised representatives.
19.4 This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.
Website and Hosting Services
Top Dog Graphics® provide use of server space for email accounts and for the hosting of websites. Top Dog Graphics® reserve the right to suspend, restrict or terminate any customers’ account where the customer is in breach of these terms and conditions.
Each account hosted will be provided with the following:
In this Contract unless the context otherwise requires:
"Service" or "Services" means domain name registration, website hosting, data transfer provision, email and any other web hosting related service or facility provided by us to you;
"Server" means the computer server equipment operated by the provider of our reseller Hosting account or provided by you in connection with the provision of the Services.
"Website" or “Site” means the area on the Server allocated by us to you for use by you as a site on the Internet.
"Charges" means the charges as agreed at the time of order or Top Dog Graphics® latest prices for products and services requested or incurred by you.
"data transfer" means all traffic that passes through the Website including specifically but not exclusively web traffic, email, FTP transfers and any shell session data;
"Internet" means the global data network comprising Internet connected networks using TCP/IP (Transmission Control Protocol/Intermit Protocol) Internet Standards means the protocols and standards defined in the following Internet documents: RFC 1009, 1122, 1123 and 1250 and any future such protocols and standards as appropriate.
“We” and “Us” mean “Top Dog Graphics®”.
"User", “Client” and “You” means you, the Customer, or any person who makes use of the services though you or on your behalf.
“Contract” is the agreement between Top Dog Graphics® and you, the Customer.
"Initial Contract Term" means the initial period of Service provided by Top Dog Graphics®, which is 12 months.
"Extension Term" means each successive period of twelve months after the Initial Contract Term.
1. Domains and Hosting
1.1. The Initial Contract Term shall commence upon the provision of Service to the Client by Top Dog Graphics® or upon transfer of an existing site / domain to Top Dog Graphics® hosting.
1.2. It is the responsibility of the Client to renew their domain names when due. If a domain name expires, Top Dog Graphics® cannot be held liable for this. However, Top Dog Graphics® will make reasonable effort to contact the Client regarding Domain renewal.
1.3. Domain name and web hosting renewal reminders will be sent by email about one calendar month in advance of the renewal date if both were initially purchased through Top Dog Graphics®.
1.4. The Hosting and domain renewal charges must be received within 10 days prior to their respective expiry dates. Failure to pay within these time limits will cause suspension of the account or additional facilities until payment is received.
1.6. If a Domain name is purchased by the Client through a company other than Top Dog Graphics®, the Client has full responsibility in making sure that the domain name is renewed when due. Top Dog Graphics® will not renew the Domain name when annual Hosting renewal is due if the Domain name is purchased through a company other than Top Dog Graphics®.
1.7. If the Client does not renew the domain name when required it could be made available to the public for purchase and Top Dog Graphics® cannot be held liable for this.
1.8. Renewal of Hosting is due on an annual basis. The date of renewal will be annually from the date the Service was made live. The Hosting will not be renewed if Top Dog Graphics® cannot contact the Client or the Client requests for Top Dog Graphics® to not host this site.
1.9. If the Client does not use Top Dog Graphics® Hosting services, then the management and Hosting of the Domain name are the full responsibility of the Client.
1.10. Should a Client wish to move Hosting away from Top Dog Graphics® or transfer a Domain name away from Top Dog Graphics®, a £30 administration charge will be issued which must be paid before the transfer takes place.
1.11. Hosting fees will be explained in your quotation and are subject to change with written notification from Top Dog Graphics® either by letter or by email.
1.12. Account holders may terminate their accounts by giving Top Dog Graphics® no less than 30 days written notice by letter. No refund will be given where customers terminate their account prior to the end of the Initial Contract Term or Extension Term.
1.13. Top Dog Graphics® reserves the right during the Initial Contract Term and at any time thereafter to terminate this Contract by giving to you not less than 30 days prior written notice of termination. Your notice of termination does not avoid any other liability for Service already provided.
2.1. Hosting accounts are to be used only by the purchaser / purchasing company. Account holders must not resell or give away web space or email accounts to any other parties, other than the acceptance of advertisements. All web space and email accounts must remain in total control of the account holder.
2.2. Each web hosting account may be used for only one website. Hosting of two or more websites on the one web hosting account is prohibited. Sub-domains (where provided) may be used as an extension of the main website. Sub-domains may not be used to host additional websites.
2.3. Webspace is provided for files relating to and required by your website only. It is prohibited to use the webspace for online storage.
2.4. Top Dog Graphics® prohibits the use of its servers for:
Illegal material, such as commercial audio, video or music files or any other copyrighted works, for which the account holder does not have the permission of the copyright holder, or any other material in violation of UK Law
Adult material, such as pornography, erotic images or otherwise lewd or obscene content
Racist, defamatory, obscene, indecent or other unlawful material
'Warez', such as pirated software, ROMS, emulators, instructions or software for phreaking, hacking, password cracking or IP spoofing etc
Sites engaging in or promoting pyramid sales, Multi Level Marketing or similar activities
Engaging in illegal activities
Any material containing a virus or other hostile computer program.
2.5. Account holders will not post (nor allow to be posted) web pages containing such material or links to such material, nor shall they store such material in their server space, nor shall they transmit such material by email or any other means.
2.6. Top Dog Graphics® reserve the right to determine whether any material or use is prohibited.
2.7. Top Dog Graphics® reserve the right to remove any such material without warning and suspend or terminate accounts without refund or notice.
2.8. Top Dog Graphics® prohibits spam (the sending of unsolicited bulk email). Top Dog Graphics® will terminate any account, without refund, for which the account holder has sent unsolicited bulk emails.
2.9. You 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.
2.10. You shall observe the procedures which we may from time to time prescribe and shall make no use of the Website which is detrimental to our other customers.
2.11. You shall procure that all email is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
2.12. In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 18 years.
2.13. All web hosting accounts should remain within the agreed data transfer (bandwidth) allowance for the account. Top Dog Graphics® accept that there are times when sites may unexpectedly exceed data transfer allowance for short period of time. Top Dog Graphics® will not impose any penalty for such breaches of data transfer allowance providing that these breaches are small, are not frequent, and are not sustained. Top Dog Graphics® reserve the right to determine what constitutes small, sustained or frequent breaches of data transfer allowance.
2.13.1. If required Top Dog Graphics® may increase the data transfer allowance, this will be done at the discretion of Top Dog Graphics®.
2.13.2. Many domains have to share the various resources (processors, memory, etc) available on the servers. Top Dog Graphics® believe that no single domain should use excessive amounts of resources, as this may jeopardise server performance for the other domains.
2.13.3. In the event that an account is deemed to be using excessive data transfer (bandwidth) or resources, Top Dog Graphics® may suggest action to reduce bandwidth or resource use, or suggest upgrading their Service.
2.13.4. Account holders may also be subject to additional costs due to excessive data transfer or resource use. These costs will be agreed between Top Dog Graphics® and the Client. If an agreement cannot be reached between Top Dog Graphics® and the Client, then Top Dog Graphics may terminate the account. In this case, Top Dog Graphics® may provide a refund for the remaining unused part of the year, subject to an administration fee of £10.00.
3.1. While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers or from corruption by virus and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email or damage to date or operations.
3.2. Top Dog Graphics® has no control of, or responsibility for, the content of Clients’ websites. In no way does the textual or image based Content of our Client's web sites constitute Top Dog Graphics® endorsement, or approval of the website or the material contained within the website. Top Dog Graphics® has not verified any of the materials, images or information contained within our Client's web sites and is not responsible for the content or performance of these sites or for the Client's transactions with them. Top Dog Graphics® provides links or references to our Client's websites solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but does not guarantee or warrant that such links will point to the intended Client site at all times.
3.3. Top Dog Graphics® is not liable for loss, damage or corruption to files or information stored on its servers or individual PCs relating to a Client's website.
3.3.1. You shall effect and maintain adequate insurance cover in respect of any loss of or damage to data stored on the Server.
3.4. Top Dog Graphics® will not be responsible for any loss or damage your business may suffer. Top Dog Graphics® make no warranties, expressed or implied, for any services we offer.
3.5. Clients shall indemnify and hold harmless Top Dog Graphics® from any and all demands, liabilities, losses, costs, and claims, including all legal fees, asserted against Top Dog Graphics® and it's agents, customers, officers and employees, that may arise from any service provided or performed or agreed to be performed, or for any product sold by Top Dog Graphics®, it's agents, customers, officers or employees.
3.6. Top Dog Graphics® will not be responsible for any loss or damage caused by infringement of copyright or proprietary rights, supply of defective goods or services, any loss or damage (personal or business), caused by customers of Top Dog Graphics®.
3.7. Top Dog Graphics® makes no claims that the contents of this website may be lawfully viewed or downloaded outside England and Wales. Access to this website may not be legal by certain persons or in certain countries. If this website is accessed from outside of the United Kingdom, it is done at own risk and the visitor is responsible for compliance with the relevant laws of the visitor’s jurisdiction. The terms and conditions of this website are governed by the laws of England and Wales. Jurisdiction for any claims arising in respect of this website’s Content shall lie exclusively with the courts of England. If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.
3.8. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server.
3.9. Top Dog Graphics® undertakes no liability whatsoever for the acts or omissions of other providers of telecommunication service or for faults in or failures of their apparatus.
3.10. Top Dog Graphics® is not in any way liable in contract or otherwise for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever.
3.11. Top Dog Graphics® makes no warranty as regards to its Services or equipment and will not be responsible for any damage allegedly suffered or claimed by you for any
reason including but not limited to loss of data, wrong or non deliveries and Service interruptions.
3.12. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
3.13. In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
3.14. Indemnity - You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
3.15. Intellectual Property Rights - You shall obtain any and all necessary consents and clearances to enable you lawfully to make use of all and any intellectual property rights through the Services, including without limitation, clearance and/or consents in respect of your proposed domain name and website content.
3.16. In the event of a fault in Service, you must report the fault by telephone to Top Dog Graphics® at the appropriate telephone numbers that Top Dog Graphics® may from time to time provide. Upon receipt of the fault report, Top Dog Graphics® will take all proper steps without undue delay to correct the fault. Top Dog Graphics® shall not, in any event, be liable for interruptions of Service or downtime of a Server.
4. Provision of Service
4.1. Top Dog Graphics® may temporarily suspend for the purpose of repair, maintenance or improvement, part or all of Service, without notice. Top Dog Graphics® undertakes to
use reasonable endeavours to restore Service as soon as practicable after any such suspension.
4.2. Top Dog Graphics® may Give or update instructions regarding the use of Service which in Top Dog Graphics®' reasonable opinion are necessary in the interests of safety or to maintain or improve the quality of Service to Top Dog Graphics®’ Clients. Any such instructions shall, whilst they are in force, be deemed to form part of this Contract.
4.3. Top Dog Graphics® may vary the technical specification of Service for operational reasons.
5.1. If any payment is overdue Top Dog Graphics® reserve the right to immediately remove the Client's Website from viewing on the Internet and to suspend all other work until payment of all outstanding charges and interest is made. Such removal or withholding does not relieve the Client of his or her obligation to pay any outstanding Charges and interest. If such a suspension is imposed, you will be liable for a £30 administration charge to reinstate the Service to you.
5.2. The Client shall be liable for and shall indemnify Top Dog Graphics® against all costs and expenses incurred by Top Dog Graphics® in respect of any steps, actions or proceedings made or brought against the Client by Top Dog Graphics® to obtain payment of outstanding Charges and interest.
5.3. All payments must be in UK Pounds Sterling. If any cheque from the Client is returned by the bank as unpaid for any reason the Client will be liable for an administration fee of £30.
5.4. You continue to be liable to pay all Charges which are due for Service during any period in which you do not comply with this Contract.
5.5. For so long as any sum due to Top Dog Graphics® hereunder is unpaid or any other amount is due to or properly claimed by Top Dog Graphics® from you for services or goods supplied or for any other reason, whether pursuant to these terms or otherwise, Top Dog Graphics® shall be entitled to retain any property owned by you or lawfully in your custody or possession and which is held by Top Dog Graphics® or by its agents until such time as all amounts due to Top Dog Graphics® are paid and/or any issue between you and Top Dog Graphics® is determined.
5.6. You acknowledge that our Services are provided using facilities provided to us by third parties; Top Dog Graphics® shall have the right, subject to 14 days prior written notice to You, to increase our Charges at any time during the Initial Contract Term or any Extension Term, whether to reflect increase costs to us from such third parties or otherwise. However, if such increase exceeds 10% of the Charge in question prior to such notice you shall be entitled to terminate the Contract by written notice to us given by You within 7 days after service of our notice of increase to you. If you do so terminate, You will remain liable for all charges (at the previous rate) up to the date of termination.
6.1. On termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Website and to remove all data located on it. Top Dog Graphics® shall be entitled to delete all such data but we may at our discretion hold such data for such period as we may decide to allow you to collect it at your expense, subject to payment in full of any amounts withstanding and payable to Top Dog Graphics®. We shall further be entitled to post such notice in respect of the non-availability of your Website as we think fit.
7.1. The Client is solely responsible for providing Top Dog Graphics® with accurate and current contact information for the Clients' designated points of contact. Top Dog Graphics® will be relieved of its obligations in this agreement if Top Dog Graphics®' contact information for the Client is out of date or inaccurate due to the Clients' action or omission.
7.2. If Top Dog Graphics® waives a breach of Contract by You, that waiver is limited to the particular breach. Any delay by Top Dog Graphics® in acting upon a breach is not to be
regarded in itself as a waiver.
7.3. Top Dog Graphics® is not liable for any breach of this Contract or liable for any delay or failure in performance of any part of these conditions and its commitments when caused as a result of Force Majeure, war, civil disorder, industrial disputes, inclement weather, acts of local or central government or other competent authorities, and failure by other service providers.
7.4. This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.
7.5. Entire Agreement - These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
7.6. Changes and Amendments - Top Dog Graphics® reserve the right to amend and/or change these Terms and Conditions without notice.