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Privacy


In this privacy policy, we will refer to Surrey Coding (UK) Limited using the terms ‘Surrey Coding’, ‘us’, ‘we’ and ‘our’. If we use the term ‘Surrey Coding group’ (“Our Group”), this means us and our subsidiaries, and our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006. Surrey Coding Account (“Surrey Coding”) means our website for customers which can be accessed via the log-in function at Surreycoding.com.
We are committed to protecting and respecting your privacy. This privacy policy is about the way we use the personal information of our advertisers. If you advertise with us, this privacy policy applies to you. The policy explains:
  • 1 The information we collect about you and how we do it, including
  • 1a how we collect information about you
  • 1b how we will use information we collect about you
  • 1c what information we collect
  • 1d why we need your email address
  • 1e using cookies
  • 1f if recording your calls
  • 2 How we will use your information, including:
  • 2a when you use Surrey COding
  • 2b when you use our Keyword Search Tool
  • 2c when you use Surrey Coding
  • 2d website customisation and advert targeting
  • 2e tracking how our websites are used
  • 2f when you order our products or services
  • 2g testimonials
  • 2h direct marketing
  • 2i customer surveys
  • 3 when we will contact you
  • 4 direct marketing and how you can manage your marketing preferences
  • 5 who we may share your personal information with
  • 6 where we process your personal information
  • 7 how to keep your information up to date
  • 8 how we keep your information secure
  • 9 why we link to other websites
  • 10 using cookies on our websites and how you can reject them
  • 11 what rights you have in your personal information and how can you use them
  • 12 how we can make changes to this privacy policy
  • 13 what privacy organisations we belong to
  • 14 how to contact us about this privacy policy
1 The information we collect about you and how we do it
To provide you with the advertising services you have ordered, we need information about you.
If you use Surrey Coding or any of our other advertiser-focussed websites, you are in control of what information we collect about you, but if you choose not to share your information, you may not be able to access or use some areas of our websites.
1a How we collect information about you
We will collect information about you when you:
  • use our online services;
  • advertise with us;
  • ask for Your Profile (a listing of your business details which we will include in our services for free);
  • order directories or any of our other products and services;
  • apply for credit with us;
  • register to use Yell Business or any of our other advertiser-focussed websites;
  • register for, or attend, a SiteMaker Webinar or any other seminar, conference, workshop, training course or networking event we advertise and/ or provide;
  • set up, look at, or change your profile or account with us;
  • ask for information from us;
  • give us a testimonial or other feedback;
  • enter competitions, prize draws or other special promotions;
  • fill in surveys.
1b How we will use information we collect about you
We may use credit reference (CRA) and fraud prevention (FPA) agencies to help us make decisions before we provide credit to you to allow you to buy advertising. We also buy business information from other organisations. so we may get information about you from those organisations.
A condensed guide to how we, CRA’s and FPA’s will use your information is detailed below. If you would like to see more information about this please call 0800 555 444 and we will send you a leaflet.
  • We may search a CRA and FPA for information on you and your financial associates. If you give us false or inaccurate information and we identify fraud, details may be passed to CRA’s and FPA’s.
  • We may use the information provided to us by CRA’s and FPA’s to help make credit or credit related decisions, to verify your identity, for the prevention and detection of fraud and/ or money laundering, and to manage accounts. We may use scoring methods, which may be automated, to do this. If you borrow for us and do not make payments you owe us, we may trace your whereabouts and recover debts.
  • When CRA’s receive a search from us they will place a search “footprint” on your credit file whether or not your application proceeds.
  • The information which we and other organisations provide to the CRA’s and FPA’s may be supplied by CRA’s to other organisations and used by them to perform similar checks.
You can contact the 3 CRA’s currently operating in the UK; the information they hold may not be the same so it is worth contacting them all. They will charge you a small statutory fee:
CallCredit Consumer Services Team, PO Box 491, Leeds, LS3 1WZ or call 0870 060 1414
Equifax PLC, Credit File Advice Centre, PO Box 1140, Bradford, BD1 5US or call 0844 335 0550
Experian Consumer Help Service, PO Box 8000, Nottingham, NG80 7WF or call 0844 841 8000
1c What information we collect
The information we collect and hold about you may include your:
  • name (first and last name);
  • business name;
  • job title;
  • business address;
  • phone and/or mobile phone numbers;
  • email address;
  • Surrey Coding account number (sometimes we call this your SAP number);
  • bank account, debit card and/or credit card details;
  • date of birth;
  • credit history, credit rating or credit score;
  • password details, answers to security questions (for example your mother’s maiden name) or both; and
  • any other information you may give us when you write to us or contact us in other ways.
1d Why we need your email address
When you register on Surrey Coding or any of our other advertiser-focussed websites, we collect your email address. We may use it for account administration and for added security. We may use your email address to send you a confirmation of any order or booking you make, if you ask for our products or services and to confirm any profile or account changes you make. We might also use your email address to bring you news such as changes to the way you can use Surrey Coding or any of our other advertiser-focussed websites or new services and special offers we think you might be interested in. For more information on direct marketing and how to change your preferences, please read section 4 – Direct marketing and how you can change your marketing preferences.
1e Using Cookies
Cookies are information files stored on your computer that help websites remember you. We and our business partners collect information about your use of our websites through cookies. For more information on how we use cookies and how to opt out of using them, please read our Cookie Policy.
1f Recording your calls
We may record or monitor calls that you receive from us, or make to us. We do this for security and training purposes and to improve the service we provide to you.

2 How we will use information we collect about you
Whenever you give us your personal information, legally we have to use it in accordance with the terms of various privacy laws, including the Data Protection Act 1998 (we refer to these laws in this privacy policy as the ‘privacy laws’).
2a When you use Surrey Coding or any of our other advertiser-focussed websites
When you give us information while using Surrey Coding or any of our other advertiser-focussed websites, we will use it for the purposes set out in this privacy policy, on the data entry forms, in any relevant terms or conditions and on pages or emails which link to the data entry forms.
2d Website customisation and advert targeting
We may use the information you give us about yourself when you register on Surrey Coding Business or any of our other advertiser-focussed websites to build up a picture of your interests. We may then use this information to try to make sure that when you visit our websites, you don’t miss offers and information that might interest you. This is called advert targeting.
2e Tracking how our websites are used
We may collect information about activity on Surrey Coding or any of our other advertiser-focussed websites, or we may use other organisations to collect the information and to share the results with us. We use this information to:
  • analyse statistics;
  • track pages and paths used by visitors to our websites;
  • target the banner adverts on our websites and on the websites of other organisations; and
  • track the use of our internet banner adverts and other links from our marketing partners’ websites to our websites.
For these purposes, we and the other organisations we use keep information on the path you take to get to our websites and on some of the pages you visit on our websites, using cookies and web beacons. You cannot be personally identified from the information that we or these other organisations collect. For information about web beacons, or the organisation we use (including how to decline their cookies), please read our.Cookie Policy
2f When you order our products or services
If you advertise with us, ask for a Your Profile listing, order our directories or any other products and services, register for or attend one of our events, apply for credit with us, set up, look at or change your account details or contact our customer services team, we will record your personal details. Your information will be used in the first place to provide the products, services or information you have asked for. We keep the information you provide and may use it for several purposes, including:
  • accounting, billing and audit;
  • credit checking or screening;
  • credit, debit or other payment card verification and screening;
  • debt collection;
  • safety, security, health, administrative and legal purposes;
  • analysing statistics, the market and marketing information;
  • developing, testing and maintaining systems;
  • studies, research and development;
  • advertiser or user surveys; and
  • customer services and to help us in any future dealings with you, for example by identifying your requirements and preferences.
For these purposes we may disclose your information to one or more of the other organisations listed in section 5 – Who we may share your personal information with.
2g Testimonials
If you give us feedback, we may use it to improve our products and services and we may publish it online or offline to promote our business, products and services. We will ask for your permission before we publish it.
2h Direct marketing
For information on how we may market to you, please read section 4 – Direct marketing and how you can change your marketing preferences.
2i Customer surveys
Every now and again, we may ask you how we are performing or for your opinion on our products and services. When we do surveys we may use cookies and combine the information collected by those cookies with your answers. We will make sure that the survey results do not identify you, or anyone else who fills in our surveys.

3 When we will contact you
We may contact you:
  • about any product or service you have asked for or ordered, in order to provide you with that product or service;
  • about any free line entry you have asked for, in order to process your request;
  • about information you have asked for, in order to answer your request;
  • if you have given us feedback, to discuss that feedback or ask your permission to publish it;
  • if you have chosen to receive further information from us;
  • to invite you to take part in surveys about our products and services (it is always up to you whether you want to take part); and
  • for marketing purposes, unless you tell us to stop (for more information, please read section 4 – Direct marketing and how you can change your marketing preferences).

4 Direct marketing and how you can manage your marketing preferences
We offer you the chance to receive important news from Our Group and information about our products and services, such as changes to the way you can use Surrey Coding or any of our other advertiser-focussed websites and new services and special offers you might be interested in. We may use your order history to send you information we think you may be interested in.
Unless you tell us otherwise, when you sign up for Your Profile listing or register or attend one of our events, we will contact you every now and again to see if you are interested in buying any advertising from us. If you order any of our products and services, we will contact you every now and again with news from Our Group, with information about our products and services and to see if you would like to renew or buy more advertising from us. We will ask you if you want to receive direct marketing if you:
  • register for Yell Business or any of our other advertiser-focussed websites;
  • register or attend a SiteMaker Webinar event or any other seminar, conference, workshop, training course or networking event we advertise and/ or provide; or
  • enter a competition, prize draw or register for a promotion with any company in Our Group.
Unless you tell us otherwise, we may contact you by phone, post, email, text message or any other way (electronic or otherwise). We will normally send you direct marketing by email if we have your email address.
If you would like us to stop sending direct marketing to you, we offer simple ways for you to tell us to stop. Whenever you receive direct marketing from us, we will tell you how to unsubscribe. If you tell us that you do not want to receive direct marketing, we will still contact you in order to confirm and carry out any requests or orders you make with us and for administration purposes.
If you previously chose not to receive direct marketing, but you have changed your mind and would now like to receive news, information and special offers from us, you can sign up again at any time through Yell Business. Simply log on to Yell Business and change the marketing preferences in “Your Profile”. If you prefer, you can also change your marketing preference by contacting our customer services team using the details above.

5 Who we may share your personal information with
We may need to share your information with other organisations to provide you with the products, services or information you ask for. We may pass your information to one or more of the following organisations:
  • other companies in Our Group;
  • credit checking or screening service providers;
  • payment processing organisations (such as PayPal);
  • debt collection agencies;
  • data processing companies;
  • mailing houses working on our behalf;
  • research students, universities and other research and development organisations;
  • government and enforcement agencies, such as Trading Standards, and the police.
Occasionally, this may involve sending your information outside the European Economic Area. For more information, please read section 6 – Where we process your personal information.
Unless you ask us not to at the time we collect your personal details, we will pass them to third parties, who may use them for marketing or sell them to other organisations for marketing purposes. If you do not want to receive direct marketing from these organisations, you should tell us when we ask.
If you advertise with us, we may share any business address you give us with your customers on a case by case basis if there is a genuine consumer dispute, whether or not your address is published in your advertising and whether or not you agree for us to share it.
Every now and again, we receive requests for information from government departments, the police and other enforcement agencies. If this happens, and there is a proper legal basis for providing your personal information, we will provide it to the organisation asking for it.

6 Where we process your personal information
When we use your information as described in section 2 – How we will use information we collect about you, this may occasionally involve sending your information outside the European Economic Area (EEA). Where we do this, we make sure that appropriate steps are taken to protect your personal information and your rights. By providing us with your personal information, you agree that we may transfer, store and process your information outside the EEA.

7 How to keep your information up to date
You can view and update your personal details quickly and easily by logging onto Surrey Coding.


8 How we keep your information secure
We take the security of your personal information very seriously. We have put in place technology and security policies which are designed to protect the personal information that we hold about you. We also follow the strict security procedures that privacy laws require. These cover storing, using and releasing any information you have provided, and preventing unauthorised access or use.

9 Why we link to other websites
Our websites contain hyperlinks to websites that are owned and operated by other organisations. These websites have their own privacy and cookie policies, and we urge you to read them. They control how your personal information is used when you give it to these other organisations or they collect it with cookies. We do not approve any other websites and we are not responsible for any information, material, products or services that are on or accessible through those websites or for the privacy practices of websites run by other organisations. If you use these other websites you do it at your own risk.

10 Using cookies on our websites and how you can reject them
Please read our Cookie Policy for more information.

11 What rights you have in your personal information and how you can use them
You have the right to ask us not to use your personal information for marketing purposes. We will usually tell you when we collect your personal details if we are planning to use them for marketing purposes or if we plan to pass them to any other organisation for marketing purposes. For more information, please read section 4 – Direct Marketing and how you can manage your marketing preferences.
You have the right to see information we hold about you (with some exceptions, which are described in the privacy laws). If you would like a copy of your personal information, you should contact our
data protection officer at protection@surreycoding.com. You will need to pay a processing fee of £10.
You have the right to review and update your personal details.
 12 How we can make changes to this privacy policy
We may update this privacy policy from time to time so you may want to check it each time you give us personal information or look at or change your personal details on our websites.
13 How to contact us about this privacy policy
We welcome your questions, comments and requests about this privacy policy. Please contact our data protection officer.
Updated on 27 November 2014

Privacy


In this privacy policy, we will refer to Surrey Coding (UK) Limited using the terms ‘Surrey Coding’, ‘us’, ‘we’ and ‘our’. If we use the term ‘Surrey Coding group’ (“Our Group”), this means us and our subsidiaries, and our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006. Surrey Coding Account (“Surrey Coding”) means our website for customers which can be accessed via the log-in function at Surreycoding.com.
This Agreement for design services is between [Surrey Coding] ("Designer"), and [CLIENT NAME] (You), for the performance of the services described in the proposal sent to Client on [PROPOSAL DELIVERY DATE] ("Proposal"). The parties therefore agree as follows:

Basic Terms and Conditions

ARTICLE A - Specific DEFINITIONS:
* A 7 day cool of period will commence from the date of purchase in order for the client to change their mind. After which time development will commence.
* A 14 day money back guarantee will be in place from the day the package has been purchased. HOWEVER, any development taken place on the site after the 7 day cool off period will be charged at the developer rate of £24.99 per hour.
*
Unlimited support does NOT mean unlimited revisions. In this context support means keeping your site online ONLY and any ad hoc enquiries you make about your site.
* Add-on package contains 5 updates on an annual basis from the date you first purchase the package and consist of no more than 1 hours worth of developers time per session - a total of 5 hours of developers time annually. Should you require more than you will be charged at an hourly rate. Surrey Coding will contact you if this is the case.
* Two social media links means - Facebook and Twitter only.
* Google Key words means we will add key terms into Google's algorithm based search functionality only. A maximum of 5 words will be added. It should be noted that if you want to appear in the no.1 result slot on Google you may have to purchase 'pay per click' advertising through Google. Surrey Coding will advise you how to do this, or can arrange this on your behalf at an additional cost.
* [Hourly rate for developers time is currently £24.99 per hour.]
* One page consists of image and text that fill an entire screen (usually desktop) but not with standing a laptop or even mobile screen dependant on the package purchased.
* A banner will be defined as that which takes up the entire horizontal space of the page but not vertical - unless specifically requested by the client.
* Surrey Coding may run an Adsense or pay per click advertising campaign on your website from time-to-time, if you wish to opt out please specify at the development stage.
* Your monthly payment will be taken on the 1st of each month. The minimum commitment by you will be 24 months if you choose to pay on a monthly basis we will not charge you interest if you opt for this facility. If you choose to pay outright then you will be contacted at month 24 whereby you can choose to pay your hosting fees on an monthly or annual basis. After which time we may contact you to renegotiate terms.

1. General DEFINITIONS

As used herein and throughout this Agreement:
1.1
Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2
Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3
Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under UK Law.
1.4
Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
1.5
Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.6
Final Art means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7
Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
1.8
Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.9
Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.10
Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.
1.11
Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.12
Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

2. PROPOSAL

The terms of the Proposal shall be effective for 30 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

3. FEES AND CHARGES

3.1 Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer 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.
3.2
Expenses. Client shall pay Designer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Designer’s standard markup of 30%, and, if applicable, a mileage reimbursement at £[COST PER MILE] per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s prior approval.
3.3
Additional Costs. The Project pricing includes Designer’s 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 Client unless specifically otherwise provided for in the Proposal.
3.4
Invoices. All invoices are payable within 30 days of receipt. A monthly service charge of 1.5% [or the greatest amount allowed by state law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer 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.

4. CHANGES

4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Designer’s standard hourly rate of Designer's Hourly Rate per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2
Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 15% of the time required to produce the Deliverables, and or the value or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Designer.
4.3
Timing. Designer will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Designer. The Designer shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement.

4.4 Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer 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 Client, the Deliverable shall be deemed accepted.

5. CLIENT RESPONSIBILITIES

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 the Designer;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

6. ACCREDITATION/PROMOTIONS

All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s 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 Deliverables 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.

7. CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

8. RELATIONSHIP OF THE PARTIES

8.1 Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8.2
Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
8.3
No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
8.4
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.

9. WARRANTIES AND REPRESENTATIONS

9.1 By Client. Client represents, warrants and covenants to Designer that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2
By Designer
(a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void.
(c) Except for the express representations and warranties stated in this agreement, designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

10. INDEMNIFICATION/LIABILITY

10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;
(a) Client has sole control of the defense and all related settlement negotiations; and

(b) Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.

10.2 By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that
(a) Client promptly notifies Designer in writing of the claim;

(b) Designer shall have sole control of the defense and all related settlement negotiations; and

(c) Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.
10.3
Limitation of Liability. The services and the work product of designer are sold "as is." In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates ("Designer Parties"), to client for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

11. TERM AND TERMINATION

11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
11.2 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 10 days from receipt of written notice of such breach.
11.3 In the event of termination, Designer 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 Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
11.4 In the event of termination by Client and upon full payment of compensation as provided herein, Designer grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
11.5 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. GENERAL

12.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
12.2
Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
12.3
No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4
Force Majeure. Designer shall not be deemed in breach of this Agreement if Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Name of State without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Name of State. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Designer will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
12.6
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.7
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
12.8
Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A and Schedule B below.

By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.

Schedule A: Intellectual Property Provisions

1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
1.2
Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Designer shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.

1.3 Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Designer.
1.4
Original Artwork. Designer retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. Client shall return all original artwork to Designer within 30 days of completion of the Services.

1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer for use by Client as a Trademark. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables 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. Client hereby indemnifies, saves and holds harmless Designer 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 Client’s use and/or failure to obtain rights to use or use of the Trademark.
1.6
Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer.

2. RIGHTS TO FINAL ART

2.1 Assignment:

Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Designer hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Art. Designer agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.

Schedule B: Interactive-specific Terms and Conditions

1. SUPPORT SERVICES

1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first Months covered by Warranty months following expiration of this Agreement (“Warranty Period”), if any, Designer shall provide up to Hours covered by Warranty hours of Support Services at no additional cost to Client. Additional time shall be billed at Designer’s regular hourly rate, then in effect upon the date of the request for additional support.

1.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Designer will provide Support Services for the following Months covered by Maintenance months (the “Maintenance Period”) for
a monthly fee of $[MONTHLY MAINTANANCE FEE] OR Designer’s hourly fees of $ Designer's Hourly Rate per hour. The parties may extend the Maintenance Period beyond one year upon mutual written agreement.

2. ENHANCEMENTS

During the Maintenance Period, Client may request that Designer develop enhancements to the Deliverables, and Designer shall exercise commercially reasonable efforts to prioritize Designer’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Designer’s then in effect price for such services.

3. ADDITIONAL WARRANTIES AND REPRESENTATIONS

3.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Designer’s sole liability for a breach of this Section is the obligation of Designer to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Designer, Designers sole obligation shall be to substitute alternative Third Party Materials.
3.2
Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

4. COMPLIANCE WITH LAWS

Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.

* Offer and acceptance will have taken place once you have purchased a package. Any time frame Surrey Coding will give you for completion date is an approximate date for completon dependant on the complexity of the site. If your site has a release date that is 'business critical' then that must be made explicit by the client - No guarantees can made that it will be completed within the time frame specified.

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