Terms & Conditions

1.0 QUOTATION

Any quotation between Trend and our clients is part of these terms and is valid for thirty (30) days from its issue date.

The figures in the quote are minimum estimates for the project - the final amount payable will be indicated on our invoices issued in the course of this project, taking into account factors including rush fees, expenses paid on your behalf, and any changes to the project scope (all of these are explained below). If there’s no change to the project scope, it is unlikely that the final amount payable will differ greatly from our estimate.

2.0 PROJECT SCHEDULE

We’ll do our best to meet the project deadlines outlined in the quote. That said, our ability to do this depends on you giving us everything we need to complete the project in the format that we need it, as and when we need it. You’ll review our work and provide feedback and approval in a timely manner, too, but we recognise that creativity does not follow a schedule, so time is not of the essence in the contract.

Any additional work assigned outside of the original project scope will increase production time.

3.0 PAYMENT SCHEDULE & INVOICES

You agree to stick to the payment schedule outlined in the quote, and to pay our invoices in accordance with the terms stated on the invoice, or, if no terms are stated, within seven (7) business days of receipt. Please pay for any bank charges, administrative fees and other costs payable in connection with remitting any payments to us.

We require a deposit before work begins. If all work is carried out prior to this agreement being signed, full payment will be due before deliverables can be released.

All payments to be made via bank transfer.

An invoice will be issued to the client prior to the payment being requested.

4.0 AMENDMENTS TO OUR WORK

We provide 1 (one) round of amends to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.

5.0 CANCELLATION

Unless otherwise stated in your contract, you can cancel this contract at any time, by informing us in writing at least one (1) month in advance.

Likewise, we can cancel your contract at any time, by informing you in writing at least one (1) month in advance.

Cancellation does not affect any benefit or right that you or we become entitled to beforehand. So, regardless of cancellation, you will pay us for any outstanding invoices and for work already done but not yet invoiced.

6.0 FINAL DELIVERY

For graphic design projects, we will deliver to you the digital files containing the final project deliverables approximately seven (7) business days after you approve them and after you’ve paid all our outstanding invoices. The files will be delivered in Adobe Illustrator, PNG, JPG, and EPS formats.

For website development projects, all files required for the website to function properly will be uploaded to our hosting or yours upon request within approximately seven (7) business days after you approve them and after you’ve paid all our outstanding invoices. Once your website is launched, we will provide fourteen (14) days of support (code warranty) to ensure any bugs have been ironed out and that you are confident using your new website. After this, you will be responsible for all updates and ongoing maintenance. We recommend that this maintenance includes updating your software (any licenses required will be listed below), regular website backups, and security checks. We are also on hand to help with any support issues at a fee of £150 per hour with a minimum of one hour per call.

7.0 WHAT YOU CAN DO WITH THE DESIGNS AFTER PAYMENT OF THE FINAL PROJECT INVOICE?

If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:

Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark (except our rights against false attribution as authors under the United Kingdom Copyright, Designs and Patents Act, moral rights and their worldwide equivalents).

If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:

In exchange, you grant us a royalty-free and permanent licence to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions.

You’ll be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights - we cannot and do not accept any liability for these matters. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.

For all other deliverables created by us:

Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free licence to use the deliverables for the uses stated in the quotation, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes).

If you want to put the deliverables to additional uses or make changes to them, additional fees will apply, and we might have to obtain additional licences from third-party vendors - contact us and we’ll be happy to work out some terms with you.

Otherwise, we will have to look to you to cover us for any damage, legal fees and consequences if you put the deliverables to additional uses without our prior authorisation.

You own the text content, photographs and other data you provided unless someone else owns them. We own the markup, CSS and other code, and we license it to you for use on only this project. We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.

We remain the owners of all rights in the deliverables in draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and we are free to use them in future.

8.0 CHANGES TO THE PROJECT SCOPE

We recognise that you may have new ideas which you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.

We understand that there may be urgent changes to the project scope that need to be carried out right away. You can request and approve an oral quote in order for us to start work on urgently needed changes, and we will follow up with an invoice later on detailing the scope of this verbally agreed contract of work.

9.0 EXPENSES PAID ON YOUR BEHALF

We will invoice you to reimburse us for any costs that we incur in order to complete your project, including charges for overseas calls, shipping, government fees, taxes, levies, entertainment, transportation, visas, entrance fees, usage fees and license fees. We will include these charges in our invoices to you so you know exactly what was involved.

10.0 THIRD-PARTY VENDORS

We may purchase, outsource or license from third-party vendors materials used in your project (including source code, work-up files, software programs, photographs, illustrations, labour, etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third-party vendors.

11.0 RUSH FEES

The quotation attached does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete within one (1) week of your request.

Our rush service fees are charged at a premium basis of 150% (one hundred and fifty per cent) of the amount stated in the attached quotation (or, if not previously
quoted, of our standard charge) for the type of work requested.

12.0 AN EXPLANATION OF OUR WORK

12.1 - Design:

We will produce artwork that will represent what will be built as your website/solution. Artwork will be provided in PDF format, or at times via an online interactive portal to text the "user experience" of a particular design.

It is important that design work is signed off before we begin code as a change in the design in a graphic software product is very swift vs a time-intensive code change that would need to be tested.

Any amends after design sign-off will incur extra charges payable by you. You’ll have two or more weekly opportunities to review our work and provide
feedback. If at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract.

We will not be responsible for any damage or consequences if the brief or details you provide infringes on someone else’s rights or are unlawful or illegal. You will
indemnify us and pay for all damages, costs, fees, expenses and legal fees on indemnity basis that we incur due to your design brief being infringing, unlawful or
illegal in any country.

12.2 - Photographs:

You should supply graphic files in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock
photographs, we can suggest stock libraries. If you’d like us to search for or take photographs for you, we can provide a separate estimate for that.

12.3 - Computer-generated graphics:

3D and 2D CGIs and plans are delivered after receiving the relevant files and plans from your architect, the accuracy of our floor plans, site plans and CGI’s are based on the files and documents provided by the architects, and our final plans and CGI’s are for illustration purposes only. Please note CGIs will be watermarked and watermarks will be removed on the final delivery of the renders.

12.4 - Social Media Management

If applicable, we shall provide the Social Media Marketing Services as described in the scope of work.

We shall ensure that regular activity takes place on all of the agreed social media platforms and the number of posts per week agreed for the business.

We require access credentials for the social media platforms set out above in order to provide Social Media Marketing Services. The Client hereby provides the same as follows:

Trend Differently requires the Client's access credentials for the social media platforms set out above in order to provide the Social Media Marketing Services. The
Clients hereby agrees to provide the same in advance of work commencing.

The Client hereby authorises Trend Differently to use the Client’s above-mentioned access credentials solely for the purposes of providing the Social Media Marketing Services. All such information is hereby designated Confidential Information and shall be treated accordingly, as described under Clause 19.

12.5 - Social Media Management

The Company may from time to time require the Client’s input or feedback on Social Media Content prior to its publication in the course of the Social Media Marketing Services. The Client shall use all reasonable endeavours to respond with the required feedback within seven Business Days.

The Company shall not be liable for any delays in the provision of the Social Media Marketing Services that may result from the Client’s failure to comply with any of its obligations (or the delivery requirements applying thereto) or any other of its obligations arising under this Agreement.

Trend Differently requires the following in order to provide Social Media Marketing Services:

A full description of all services and events that the client would like to promote throughout the campaign.

Access to all branding, past content and documentation required to create new content.

The Clients shall provide the Required Information and the Required Materials to Trend Differently within three days on receipt of contract.

Trend Differently may, from time to time, require the Clients' input or feedback on Social Media Content prior to its publication in the course of the Social Media
Marketing Services. The Clients shall use all reasonable endeavours to respond with the required feedback within three Business Days.

In the event that any of the Required Information, or any other information supplied by the Clients to Trend Differently (including, but not limited to, the access
credentials supplied changes and such a change will materially affect the provision of the Social Media Marketing Services by Trend Differently, the Clients shall inform Trend Differently of the same without undue delay.

Trend Differently shall not be liable for any delays in the provision of the Social Media Marketing Services that may result from the Client's failure to comply with any of its obligations (or the delivery requirements applying thereto) under this Clause

12.5 or any other of its obligations arising under this Agreement.

12.6 - Software Development:

We will produce software specific to your project, all software created is licensed to you for use on the project named within this contract unless otherwise stated.
Software licenses and assets are non-transferable, all artwork and code used to develop your software cannot be reused, decimated or sold. Software updates and
maintenance are subject to a care plan fee; this allows us to make regular changes and/or update you to the latest version of the software.

12.7 - Browser Testing:

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does
mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

If the project includes HTML markup and CSS templates, we’ll develop these using valid HTML and CSS code. The landscape of web browsers and devices changes
regularly and our approach is to look forward, not back. With that in mind, we will test all our markup and CSS in current versions of all major desktop browsers to
ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their
software.

We do not cater to people using Microsoft Internet Explorer 10 or older and cannot predict the behaviour of those browsers.

We will also test that these templates perform well on Apple’s iPad. We will not test old or abandoned browsers, for example, Microsoft Internet Explorer 6 or 5.5 for
Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at our standard old browser rate for any necessary additional design work, development and testing.

12.8 - We will test the latest versions of:

Firefox, Edge (Windows Only), Chrome, and Safari (Mac Only). We will also test the latest version of the stock browsers of iOS and Android:
Safari (iOS), Chrome (Android).

Unless we are supplying hosting, you’ll be responsible for making sure that your website hosting specifications can support the programming language used in this
project for developing your website. Also, as much as we’d like to, we can’t guarantee that our work will function with all browsers across the market or with browsers and versions developed in the future.

12.9 - Support Contract ("Care Plan”):

You may choose to take on a support contract or "care plan" for your website with us, which is available from £100pcm. If so, we'll always work to the best of
our abilities to prevent any issues and will resolve them as quickly as we can. Trend Differently is not responsible for any lost revenue, lost or stolen data, or
issues caused by 3rd party software (i.e. themes, plugins).

If anything is requested outside of the scope of our agreement we'll let you know in advance before any billed time would incur.

We will endeavour to respond to all support requests within one business day. Support requests are to be submitted to the email/URL that we provide when
you take out a care plan with us.

13.0 SOFTWARE, FONTS & RAW FILES

Software and fonts used for the project remain our property and will not be released to you. Likewise, project raw files will not be supplied. If you require
the raw files for the project, we can provide a separate estimate for that, which includes the release of copyright to you.

14.0 MATERIALS PROVIDED BY YOU

Where you provide us with materials in the course of the project, you guarantee that you own them or have been given permission to use them.
Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free licence to use
them for the project and to retain copies in our business records. We will not be responsible for any damage or consequences if the materials
you provided infringe on someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees
on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.

15.0 NON-PAYMENT

We are sure you understand how important it is as a small business that we get paid promptly for our invoices. We rarely have any late payment issues with our clients, but we need to protect ourselves too.

So in the unlikely event that any of our invoices are not paid on time, we may charge a late fee, as stated on the invoice, or, if no terms are stated, amounting to five per cent (5%) of the amount owing for every seven (7) days (or part thereof) that it remains unpaid.

We also may choose to cancel the project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website/designs), and/or take legal action to recover our fees and any legal charges for doing so.

16.0 OUR RIGHTS BEFORE PAYMENT OF THE FINAL PROJECT INVOICE

All originally created deliverables, including trademark logos and taglines, in the draft and final form, are wholly owned by us prior to full payment of the final project
invoice by you. This means that if the project is cancelled before completion, we retain ownership of everything, and no rights are granted to you to use them.

17.0 ERRORS & OMISSIONS

We will use our best efforts to prevent errors and omissions from occurring in web page information. If such errors or omissions occur, please notify us, and we will
correct them for free, and that will be the limit of our responsibility and liability.

18.0 CONFIDENTIAL INFORMATION

“Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to
be treated as confidential.

In the course of this project, we may receive from you (and you from us) confidential Information. If either you or us receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person,
organisation or entity (unless absolutely necessary).

However, the receiving party may use or disclose confidential information received from the other in order to comply with a court order, law or regulation, direction of a governmental or statutory authority. The receiving party may also use or disclose confidential information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.

We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you (the client), the total liability in any event, in respect of any claims arising out of, or in connection with, this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sums invoiced and paid to us in connection with the project in question prior to the claim.

19.0 LIMITS ON LIABILITY

While our aim is to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for.

We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose. We will not be
liable for any loss of ranking, followers, likes, buyers, sellers or status on or offline. We cannot and do not promise or guarantee that services or products purchased or licensed from third-party vendors will be free from interruption or failure or that they will remain available for use for any specific period.

We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you, in any event, will not exceed the number of fees actually invoiced and paid to us in connection with the project in question.

Specifically, we will not be responsible or liable to you for damages or loss caused by:

- your use of the designs and deliverables in ways that are not covered by the licences we grant to you;
- anything done by us on your instructions, or using material you provided to us;
- any breach of these terms and conditions by you;
- any legal, governmental, contractual or other approvals that were required but which you did not obtain, and you will keep us indemnified for all damages, costs,
fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.

Search engine rankings are made up of many different variables; website performance and design are one of them. We build all our websites to conform with
search engines best practices as well as they can, however, we do not guarantee a specific site performance such as increased leads, higher search engine ranking or more conversions. Taking a new website online can in some cases affect your search engine ranking negatively, we do our best to mitigate these effects; however, we don’t guarantee search engine rankings and do not accept any liability for negative rankings brought on by taking your new website online.

20.0 FORCE MAJEURE

Neither you nor us shall be liable for failure to perform our part of the contract if the failure is due to force major events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, epidemic/pandemic related disruption, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service).

21.0 NO TRANSFER OF THIS CONTRACT

You cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions. We cannot transfer, assign or novate this contract without your advance permission in writing, except to a company or business in which we or our ultimate owners have a majority ownership interest.

22.0 OTHER LEGAL STUFF

Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If, for some reason, one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious, and this contract is a legal document under exclusive law of the courts of Scotland and the United Kingdom. This contract hereby supersedes and prevails over all previous agreements, contracts, or understandings and is legally binding in both Scotland and the United Kingdom.

Authorising this project requires you to accept the proposal, sign this contract, and pay the initial deposit invoice.

23.0 PROJECT SIGN-OFF & DELIVERABLES

Before any deliverables are transferred, we require final sign-off from the project manager and any outstanding/final payments to be paid in full. If review deliverables are used for commercial purposes before sign-off, this will be deemed signed off, and any outstanding charge must be paid in full. Fourteen days from sign-off, Trend Differently will cover bug fixes or changes free of charge, after which any further bug fixes and/or changes are deemed additional work and subject to additional charges.

24.0 DECLARATION

By signing this contract or by expressing your confirmation in writing (on paper or in electronic form), you agree to all the terms and conditions of this contract, which is effective from the most recent date that appears in the signing page or email.