Terms and Conditions (Last updated 23rd March 2017)

The following Terms and Conditions of Service apply to all products and services provided by Logic Brand Ltd (hereinafter referred to as Logic Brand) and in the event of any dispute are governed by the laws of England.

All work is carried out by Logic Brand on the understanding that the client has agreed to our terms and conditions, which are freely available at www.logicbrand.co.uk
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Logic Brand reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

Copyright is retained by Logic Brand on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
If a choice of designs is presented to the Client, and one of these designs is chosen for the by the Client for the project, only that design is deemed to be given by us as fulfilling the contract with the Client. All other designs remain the property of Logic Brand, unless specifically agreed in writing.

Project Acceptance
At the time of proposal, Logic Brand will provide the Client with a Pre-Design Presentation delivered by email, which contains an estimate quote for the project.

If the Client decides to proceed after receiving the Pre-Design Presentation, an Engagement Document is produced by Logic Brand. This is to be signed and dated by the Client to indicate acceptance and should be returned to Logic Brand.

Source Files
We will supply proofs and PSD files as appropriate for printing, or other graphic files as detailed in the job scope or request.
Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.

Payment
The Client will be provided with a Tax Invoice prior to final publication for the outstanding fee. Accounts which remain outstanding for fourteen (14) days after the date of invoice, will incur late payment interest charge at the Bank of England Base Rate plus eight (8) percent on the outstanding amount from the date due until the date of payment.
Payments may be made by online transfer or cheque.

Payments made by cheque must have been previously agreed prior to the Client returning the Engagement Document and may be subject to an administration charge. Cheques should not be sent by standard post unless sent recorded delivery.

Publication and/or release of work done by Logic Brand on behalf of the Client, may not take place before cleared funds have been received.
Returned cheques will incur an additional fee of £50 per returned cheque. Logic Brand reserves the right to consider an account to be in default in the event of a returned cheque.

Default
An account shall be considered default if it remains unpaid for fourteen (14) days from the date of invoice, or following a returned cheque. Logic Brand shall be entitled to remove Logic Brand‘s and/or the Client’s material from any and all computer systems, until the amount due has been paid in full. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.

Removal of such materials does not relieve the Client of its obligation to pay the due amount.

Clients whose accounts become default agree to pay all Logic Brand‘s reasonable legal and accounting expenses and third party collection agency fees in the enforcement of the debt and these Terms and Conditions.

Design Charges
Charges for design services to be provided by Logic Brand will be set out in both the Pre-Design Presentation and the Engagement Document that is provided to the Client. At the time of the Client’s signed acceptance of the Engagement Document, which indicates acceptance of Logic Brand’s Terms & Conditions, a non-refundable deposit of twenty (20) percent of the entire project fee will become immediately due. Logic Brand will issue an Invoice for this direct to the Client, on the understanding that work on the project will not commence until this deposit is settled.

The remaining eighty (80) percent of the entire project fee will be due upon completion of the work and prior to upload and/or release of materials. The Client must sign a Sign Off from to confirm their approval of the work. This remaining eighty (80) percent may be split into two (2) instalments of forty (40) percent if a website is also required to be produced by Logic Brand for the Client. This forty (40) percent would then be due when the website was agreed, at the point of design.

Charges for Other Services
Charges for any additional services requested during the project that are over and above the estimated time or out of scope, will become fully payable (100% of the quoted amount) at the time the Client signs and returns the Engagement Document.

Alterations
The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the Client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

The Client also agrees that Logic Brand holds no responsibility for any amendments made by any third party, before or after a design is published.

Copyrights and Trademarks
By supplying text, images and other data to Logic Brand for inclusion in the Client’s website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.

Any artwork, images, or text supplied and/or designed by Logic Brand on behalf of the Client, will remain the property of Logic Brand and/or its suppliers unless otherwise agreed in writing. A licence for use of the copyright material is granted to the Client solely for the project defined in the scope or request and not for any other purpose.

The Client may request in writing from Logic Brand, the necessary permission to use materials (for which Logic Brand holds the copyright) in forms other than for which it was originally supplied, and Logic Brand may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.

Any software, code, plugin or other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the Client, not Logic Brand.

By supplying images, text, or any other data to Logic Brand, the Client grants Logic Brand permission to use this material freely in the pursuit of the design.

Should Logic Brand or the Client 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 Client will agree to allow Logic Brand to remove and/or replace the file on the site.

The Client agrees to fully indemnify and hold Logic Brand free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

Licensing
Any design, copywriting, drawing, idea or code created for the Client by Logic Brand, or any of its contractors, is licensed for use by the Client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Logic Brand and any of its relevant sub-contractors.

All design work – where there is a risk that another party make a claim, should be registered by the Client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.

Logic Brand will not be held responsible for any and/or all damages resulting from such claims. Logic Brand is not responsible for any loss, consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold Logic Brand responsible for any such loss or damage.

Any claim against Logic Brand shall be limited to the relevant fee(s) paid by the Client.

Design Project Duration
Any indication given by Logic Brand of a design project’s duration is to be considered by the Client to be an estimation. Logic Brand cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Logic Brand for the deposit payment or by a date confirmed in writing by Logic Brand.

Design Project Completion
Logic Brand considers the design project complete upon receipt of the Client’s signed Sign Off form. Other services such as printing, display panel production, film-work, website uploading, publishing etc. either contracted on the Client’s behalf constitute a separate project and can be treated as a separate charge.

Data Formats
The Client agrees to Logic Brand’s definition of acceptable means of supplying data to the company.

Text is to be supplied to Logic Brand in electronic format as standard text (.txt), MS Word (.docx) on CD, or via e-mail / FTP or shared folder.

Images which are supplied in an electronic format are to be provided in a format as prescribed by Logic Brand via CD-ROM, or e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and Logic Brand will not be held responsible for any image quality which the Client later deems to be unacceptable.

Logic Brand cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images

Design Credits
The Client agrees to allow Logic Brand to place websites and other designs, along with a link to the Client’s site, on Logic Brand’s own website for demonstration purposes and to use any designs in its own publicity and portfolios.

Rights of Refusal
Logic Brand will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Logic Brand also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that Logic Brand does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the Client is obliged to allow Logic Brand to remove the contravention without hindrance, or penalty. Logic Brand is to be held in no way responsible for any such data being included.

Rights of Access for Website Construction
The Client agrees to allow Logic Brand all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

The Client also agrees to allow Logic Brand access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

The Client agrees to supply Logic Brand with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

Website design only
Logic Brand require that a template is approved by the Client before coding of a site commences. Once the template(s) for the web site are approved by the Client, coding will commence; any changes to navigation items, colours, structure or content that require changes to the template will incur an additional charge.

Once web design is complete, Logic Brand will provide the Client with the opportunity to review the resulting work. Logic Brand will make one set of minor changes at no extra cost within seven (7) days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Logic Brand by e-mail.

Logic Brand will consider that the Client has accepted the original draft, if no notification of changes is received in writing from the Client, within seven (7) days of the start of the review period.

Hosting websites
Logic Brand offers a limited hosting services through an out-sourced virtual server. Logic Brand does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

Logic Brand may request that Clients change the type of hosting account used if that account is deemed by Logic Brand to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on Logic Brand’s virtual server are due at the commencement of any period of service and are non-refundable.

Fees due to third party hosting organisations are the responsibility of the Client and Logic Brand are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the Client / domain owner.

Domain Registration
Logic Brand cannot guarantee the availability of any domain name. Where Logic Brand is to register a domain name on behalf of a Client it will endeavour to do so but the Client should not assume a successful registration.

Search Engine Submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, Logic Brand cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. Logic Brand recommend that Clients use a professional SEO company and are happy to provide details of such companies, but accept no responsibility for their services.

Cancellation
Cancellation of orders may be made initially by telephone contact or e-mail, however, following this, Logic Brand will need formal notification in writing to the company’s postal address. The Client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within fourteen (14) days. Please note: any cancellation which is not formally confirmed in writing and received by Logic Brand within fourteen (14) days of such instruction being issued, will be liable for the full cost of the project as outlined in the Engagement Document.

Disclaimer
Logic Brand makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Logic Brand will not be held responsible for any and all damages resulting from products and/or services it supplies. Logic Brand is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold Logic Brand responsible for any such loss or damage. Any claim against Logic Brand shall be limited to the relevant fee(s) paid by the Client.

Logic Brand reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Logic Brand will not knowingly perform any actions to contravene these and the Client also agrees to be so bound.

Acceptance of Quotation/Estimation by Client
An estimate or quotation validated by the Client’s signature on the Engagement Document constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and Logic Brand.

i. All estimated prices quoted, whether written or verbal, are for the listed and mentioned services only. Any additional services required to complete a project will be quoted for in advance and charged accordingly.

ii. A signed Engagement Document for twenty (20) percent of the total project fee must be received by Logic Brand from the Client before work can commence on any job.

iii. All work is invoiced on the pre-agreed dates, or the relevant hourly charge as previously agreed.

iv. All estimates are based on expected or agreed design time and include one set of author corrections where alterations are called for by the Client, or if additional changes are required by Client.

v. Where there is a change of brief, Logic Brand will inform the Client in advance of any extra costs likely to be incurred. Logic Brand reserves the right to invoice for any disbursements for part works carried out including third party costs incurred on a project should the project be unable to be completed for any reason or has been delayed/put on hold by the Client for a period of four (4) weeks or more, then staged invoicing will occur.

vi. Out of pocket expenses that we consider likely to be incurred once the Engagement Document has been signed by the Client (which, by their nature, are not always possible to accurately estimate) are set out below, together with an estimate of cost. Out of pocket expenses additional to those set out below may also be incurred by Logic Brand. Any such additional expenses will also be charged to the Client. All costs detailed below are exclusive of local taxes and/or VAT:

Travel by car- 45 pence per mile

Travel by car (passenger) – 20 pence per mile

Travel by rail – at cost, first class

Travel by air, short haul – At cost, Standard Class

Travel by air, long haul (Over four hours) – At cost, Business Class

Overnight Accommodation Minimum Charge (Outside of London) UK – £120

Any booking fees – At cost

Subsistence – At cost

Courier/Special Delivery – At Cost

A3 Printed Presentation Boards – £35 per unit (Produced for presentation of concept work)

Printing Colour – 50 pence per copy

Printing Monochrome – 20 pence per copy

vii. Disbursements on behalf of any Client may result in an invoice for payment in advance from the Client.

viii. All projects are planned to an agreed schedule. Non-adherence to this schedule by the Client may result in compromising final delivery deadlines. If this is likely to occur, Logic Brand will advise the Client as soon as this becomes evident and suggest an alternative solution where feasible. This may incur additional costs.

ix. Whilst every effort will be made to achieve agreed delivery, the Logic Brand cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of their control.

x. In good faith, Logic Brand would hold any supplied files, originals and materials for a period of up to twelve (12) months. Resumption of works on the project would be completed according to the original schedule of costs so long as the project specification remained unaltered.

xi. All creative work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property – physically, intellectually and in copyright, of Logic Brand until full payment has been made on the Client’s account, and all project costs have been cleared.

xii. Once final proofs/materials have been signed off, Logic Brand cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.

xiii. It is the responsibility of the Client that all materials (including, but not limited to images, diagrams, logos, videos, data, as well as intellectual property in other media) supplied to Logic Brand by the Client will have the relevant copyrights, licenses and permissions for use in the commissioned project. Logic Brand will not accept responsibility/liability for infringements caused by any wrongly supplied materials.

xiv. Logic Brand reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the Client. Any outsourced job remains the property/responsibility of the company and such services are deemed to be carried out ‘indirectly’ by Logic Brand.

xv. As part of larger projects which involve third parties commissioned directly by the Client, Logic Brand will not be held responsible in any way for services not carried out/managed directly or indirectly by the Logic Brand.

xvi. If at any point during the design or development cycle a Client wishes to cancel, they may do so but will be invoiced an amount that Logic Brand judges to be proportional to the amount of work completed on the commission and further compensatory charges for booked design time or printing press time or any other supply costs accruing.

xvii. Logic Brand will have a lien over any product, data or materials if all payments due from you have not been paid and cleared in full within fourteen (14) days from the date of the invoice. We reserve the right to withhold supply of goods and, in the case of web services, this includes recalling services including the hosting of websites.

xviii. Advice of any loss, quality or damage issues must be reported to Logic Brand within five (5) clear working days of delivery and receipt (whether be printed or digital) and any claim in respect thereof must be made in writing to the Logic Brand within three (3) working days thereafter. Logic Brand shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.

xix. In the event of any bona fide dispute or difference arising between the parties in connection with the Contract (excluding any dispute relating to non-payment, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith or by mediation. It is the responsibility of the Client to inform Logic Brand immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, deadline), without such information, no disputes will be entered into.

xx. Whilst taking every care to protect all media and correspondence supplied, Logic Brand cannot accept liability or be held responsible financially or otherwise for any loss. Disputes will not be entered into.

xxi. Logic Brand cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Logic Brand will therefore not accept liability for any alleged claim from the Client or any third party as the result of unintentional similarity in part or whole of a third party’s copyright protected or registered trademark or brand, identity, strapline, colour usage, image style and content, product or otherwise.

xxii. It remains the Client’s responsibility to seek copyright protection if desired for any creative/intellectual property provided to the Client by Logic Brand.

xxiii. Logic Brand reserves the right to use both initial creative concepts and final approved design work for the purposes of the Logic Brand’s marketing activities (both online and offline) unless otherwise requested/agreed with the Client.

xxiv. Logic Brand shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock out, Strike by employee’s in contemplation of furtherance of dispute or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery when available.

xxv. The Client is agreeing fully to the Logic Brand’s trading Terms and Conditions by commissioning our services.

Terms and Conditions may be changed at any time without prior notice to its Clients. Notification will be sent to all Clients at the time of the Terms and Conditions alterations.

Web hosting service level agreement
Definitions
1. “Logic Brand”, “we”, “us”, “our” means Logic Brand Ltd., company number 09512518, registered address 72 – 74 Albert Road, Jarrow, Tyne and Wear, NE32 5JA.
2. “Service” means any hosting or connectivity service offered by Logic Brand, including but not limited to Hosting Services or Dedicated Hosts, Support and Maintenance Agreements.
3. “Client”, “you”, “your” means you, the person or persons in whose name(s) a service is maintained by.
4. “Technical contact” means a person or persons nominated by the Client with whom Logic Brand can discuss all matters of a technical nature relating to the Service.
Service Level Agreement
This agreement describes the standard level of service that all website hosting Clients can expect from Logic Brand. It attempts to quantify the levels of service that all hosting Clients can expect, and the remedies we offer if we fail to provide service at those levels.
Logic Brand provide a reactive hosting service for all websites and offer a 99% uptime. We do not constantly check the websites we host to ensure they are functioning correctly as routine use, maintenance and software updates can affect website functions. It is therefore the responsibility of the Client to ensure their website is operating as it should. ‘Always on’ and ‘managed hosting services’ support can be provided and can be quoted on a case-by-case basis.
Network and Servers Uptime
Logic Brand guarantees that the Client’s website, will be available 99% of the time, excluding maintenance, as defined below. Network downtime is defined as the Client’s hosted website being unable to be viewed or accessed through the Internet, caused by failure of network equipment managed and owned by Logic Brand, excluding scheduled or emergency maintenance.
Maintenance means scheduled maintenance or emergency maintenance. Scheduled Maintenance means any maintenance in the Logic Brand network/servers of which the Client is notified at least 5 days in advance. Emergency maintenance means any maintenance in the Logic Brand network/servers that: (a) in Logic Brand’s sole discretion, is necessary to avoid an immediate threat to the Logic Brand networks/servers or Client’s server and (b) of which Client is notified.
Response times
Support, unless noted otherwise in a supplementary service level agreement, technical support is provided by Logic Brand on a first-come, first-served “best effort” basis. We aim to at least acknowledge, if not fully answer, all emails to our email address (hello@logicbrand.co.uk) within 6 working hours. We aim to answer the phones during working hours, but under times of high demand or staff sickness, may defer to an answering service where we promise to return all messages as soon as possible.
WordPress
For those websites hosted by Logic Brand which have been built (or part-built) upon the WordPress platform, please be aware that WordPress irregularly makes updates which means that Logic Brand may need to make updates to your site so that your website continues to work upon our servers. It is not known how many times per annum that WordPress makes updates, however, we estimate between 4 – 8 updates per year. The more functionality a WordPress site has the more time needed to make updates to that website.
Logic Brand works reactively for such updates – we respond should we be informed of a critical change (by WordPress) or should the Client point out an error in functionality. Please note, Logic Brand cannot be held responsible for any functionality failure caused directly by an update to WordPress or a plug-in of which we were not made aware.
Logic Brand will charge a minimum of £250 per annum for these updates. This cost will be invoiced at the same time as the hosting fee which is yearly in advance. Please note, WordPress updates are not considered to be maintenance of a website.
Plug-ins
On occasion, when budget, time or requested functionality limits the opportunity for a bespoke build, an off-the-shelf solution in the form of a third party plug-in may be implemented.
Premium plug-ins may in some cases, require a subscription based or one-off licensing fee. Whilst Logic Brand will make every effort to minimise ongoing maintenance costs, premium plug-ins will need to be updated outside of our update agreement, with any additional costs agreed by and passed onto the Client.
Invoicing
Website hosting runs annually, paid in advance. An invoice will be sent automatically at the time of renewal. Should a Client not wish for Logic Brand to renew the hosting service, we request a notice period of one month in advance of cessation along with details to where you would like the web files sent. If we do not hear such a request, it will be assumed that you do wish the web hosting to be renewed and are in agreement with the terms for the following year.
Should Logic Brand be informed after this months’ notice period, Logic Brand cannot be held liable for any delays caused in the transfer of hosting of your website to another server.

The Service level agreement runs in conjunction with Logic Brand’s standard terms and conditions.
Exceptions
The Client shall not be entitled to any credit hereunder if the network downtime is caused by: (i) actions of the Client or others authorised by the Client to use the service under the Agreement; (ii) Client application, software, or Client’s operating system failure, (iii) the result of network maintenance activity, (iv) denial of service attack, hacker activity, or other malicious event or code targeted against Logic Brand or a Logic Brand Client, or (v) failure of any network or Internet Infrastructure not owned or managed by Logic Brand (vi) If Client has more than one website hosted on Logic Brand networks or servers, then a claim may be accepted for one hosted website.

“Working hours” means 9:00am to 5.00pm, Monday to Friday, excluding English bank holidays