Terms & Conditions
By Using Our Service You Accept These Terms and Conditions
BUSINESS TERMS AND CONDITIONS
This Agreement is made between:
Ms R Coles, a sole trader business whose primary business address is at 4th Floor, Silverstream House, 45 Fitzroy Street, Fitzrovia, London, W1T 6EB, trading as mydesignnow (“we”, “us”, “our”);
The Client (“you”, “your”).
mydesignnow provide graphic design and print services from via our website https://wwwmydesignnow.com (“Website”). The Client wishes to engage mydesignnow for the provision of their Services. mydesignnow is willing to provide Services to the Client in accordance with the terms of this Agreement, and as set out in Schedule 1 (“Services”).
BY USING OUR SERVICE YOU AGREE TO THESE TERMS
Commencement, Duration, and Provision of Services
Charges and Payment
Quality of Services
Intellectual Property Rights
Limitation of Liability
Termination, Refunds, and Cancellation
Consequences of Termination
Rights and Remedies
Agreement in Full
Third Party Rights
Governing Law and Jurisdiction
SCHEDULE 1 (Delivery Options) is attached to this Agreement.
The following definitions and rules of interpretation apply in this Agreement:
“Agreement” or “Contract” means the Agreement between the Client and mydesignnow for the supply of the Services made up of:
The Contract Details.
The Agreed Terms.
The price listed on our website (which will be confirmed upon purchase).
“Business Day” means 09:00am to 18:00pm, Monday to Friday (excluding public holidays in England and Wales).
“Commencement Date” means the date that the order is placed, accepted by us, and paid in full by the Client.
“Confidential Information” means any information of a confidential nature as described in clause 9.
“Client’s Equipment” means any equipment, systems, or facilities provided by the Client and used directly or indirectly in the supply of Services. This is extended to apply to any equipment, systems, or facilities which are accessed remotely.
“Deliverables” means all Documents, products, and materials developed by mydesignnow or its agents, subcontractors, consultants, or employees in relation to the Services provided in any form.
“Delivery” refers to the time it takes to receive the 1st draft version of your design. If there is any reason why we can’t complete your design within the given timeframe we will use commercially reasonable endeavors to inform you wherever possible.
“Digital Product” means a product or content that is designed to be used online or in a visual, virtual, or digital format.
“Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.
“Final File” means the final file type or format you will receive once you have approved your design. Depending on the type of service ordered these can include (without limitation): pdf, powerpoint, jpeg. The final file format for each service is listed in the “final files, what will I get” section on each product page of our Website.
“Force Majeure Event” has its definition in clause 14.1.
“In-put Material” means all Documents, information, and materials provided by the Client, relating to the Services.
“Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.
“mydesignnow’s Equipment” means any equipment including tools, systems, or facilities provided by mydesignnow or its agents, subcontractors, consultants, or employees and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties, under which, title passes to the Client.
“mydesignnow’s Team” means all directors, managers, employees, consultants, engineers and specialists, agents, and subcontractors engaged in relation to the Services.
“Pre-existing Materials” means all Documents, information, and materials provided by mydesignnow or its agents, subcontractors, consultants, or employees, relating to the Services, which existed prior to the Commencement Date.
“Printable Product” means a product that is designed to be produced physically in print. These include (without limitation) brochures, flyers, and leaflets, unless otherwise stated.
“Revisions” means a change or variation to a 1st draft or in-progress design concept.
“Source file” means a file that mydesignnow have used to create your designs. Depending on the design you have purchased these can include Adobe’s photoshop, Illustrator, and Indesign.
“VAT” means value added tax, chargeable under the Value Added Tax Act 1994.
References to clauses and schedules are to the clauses and schedules of this Agreement, and references to paragraphs are to the paragraphs of the relevant schedule or appendix.
Schedules, clauses, and paragraph headings shall not affect the interpretation of this Agreement.
Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term, preceding or following those terms.
A reference to “writing” or “written” includes fax and e-mail.
A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
COMMENCEMENT, DURATION, AND PROVISION OF SERVICES
mydesignnow shall provide the Services to the Client on the terms and conditions of this Agreement.
mydesignnow shall provide the Services from the Commencement Date and shall continue to provide the Services until Delivery of any Deliverables.
The Client orders a service through our website and selects from a range of options such as (for illustration) “Delivery”, “size”, “Revisions”.
Once the Client has ordered a service, they must sent all of the content for the project to mydesignnow. The Client will ideally include any text, images, and any other elements or materials that the Client deems relevant for the project, or that is requested from mydesignnow.
The Client can upload content and other materials by going to the “upload my projects content” page on our Website, or via the order success page which also contains an upload content button. The data os then sent to mydesignnow via email and will be stored on external hard drives and used in accordance with mydesignnow’s data handling and privacy polices as they are updated and amended from time to time.
mydesignnow will then design the Client’s project for them and will aim to send the first draft within the selected Delivery option. For the avoidance of doubt, time is not of the essence to this contract. Delivery times are for first drafts only and does not take into consideration any Revisions that are required.
Once the Client confirms they are happy with the design, mydesignnow will then send over all final files, these will include files with watermarks removed.
Use reasonable endeavors to perform the Services and deliver any Deliverables to the Client in accordance with Schedule 1 and shall allocate sufficient resources to the Services to enable it to comply with this obligation.
Co-operate with the Client in all matters relating to the Services.
Provide all equipment, tools, or other items required to provide the Services.
Ensure that all goods, materials, standards, and techniques used in providing the Services are of good quality and are free from defects in workmanship, installation, and design.
Comply with all applicable laws and regulations relating to the provision of the Services; and provided that mydesignnow shall not be liable under the Agreement if, as a result of such compliance, they are in breach of any of their obligations under this Agreement.
Ensure mydesignnow’s Team use reasonable skill and care in the performance of the Services.
Co-operate with the Client in all matters relating to the Services.
Take Reasonable care of any of the Client’s Equipment and In-Put Material in mydesignnow’s possession and make them available for collection by the Client on reasonable notice and request. mydesignnow may dispose of the Client’s Equipment or In-Put Material if the Client fails to collect them within a reasonable period after termination of this Agreement.
mydesignnow will aim to have all Revisions completed within 24-48 hours, however time is not of the essence to any part of this agreement. mydesignnow will use commercially reasonable endeavors to inform the Client of any delays, however this is not always possible.
Revisions include (for illustration):
Removing or adding elements to the design such as text, icons, specific features, etc;
Changing any colours, fonts, or specific features of the design;
Moving elements of the design around.
The Client Shall:
Co-operate with mydesignnow in all matters relating to the Services and appoint as it thinks fit, a Client’s manager in relation to the Services, who shall have the authority contractually to bind the Client on matters relating to the Services; and
Provide such information as mydesignnow may reasonably request and the Client considers reasonably necessary, in order to carry out the Services in a timely manner and to ensure that it is accurate in all material respects.
Provide for mydesignnow’s Team, access to the Client’s premises, office accommodation, data, and other facilities as reasonably required by mydesignnow’s Team to supply the Services.
If mydesignnow’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, mydesignnow shall:
Not be liable for any costs, charges, or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Be entitled to payment of the Charges despite any such prevention or delay.
The Client acknowledges and agrees that time is not of the essence to this Agreement.
Be entitled to recover any additional costs, charges, or losses that mydesignnow sustains or incurs that arise directly or indirectly from such prevention or delay.
If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other, in writing.
If either party has made any request to make a change to the scope or execution of the Services, mydesignnow shall, within a reasonable time, provide a written estimate to the Client of:
The likely time required to implement the change.
Any necessary variations to mydesignnow’s charges arising from the change.
Any other impact of the change on this Agreement.
Unless both parties consent to a proposed change, there shall be no change to this Agreement.
If both parties consent to a proposed change, the change shall be made only after the agreement of the necessary variations to mydesignnow’s charges, the Services, and any other relevant terms of this Agreement has been varied in accordance with clause 15.
If mydesignnow requests a change to the scope or execution of the Services in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature or scope of, or the charges for the Services, the Client shall not unreasonably withhold or delay consent to it. Unless mydesignnow‘s request was attributable to the Client’s non-compliance with the Client’s obligations, neither the mydesignnow’s charges nor any other terms of this Agreement shall vary as a result of such change.
CHARGES AND PAYMENT
In consideration of the provision of the Services by mydesignnow, the Client shall pay the charges as set out on our Website and in accordance with this clause 6.
The charges shall be paid in Great British Pounds unless otherwise agreed in writing by mydesignnow.
mydesignnow accept payment via Paypal or via any credit / debit cards which are listed and supported with Wix Payments: https://support.wix.com/en/article/about-wix-payments
All payments must be made upfront in advance of receipt of services.
The charges and payments by the Client exclude VAT.
If a party fails to make any payment due to the other party under this Agreement, by the due date for payment, then, without limiting the other party’s remedies under clause 17, the defaulting party shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England’s base rate. Such interest shall accrue on a daily basis, from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
In relation to payments disputed in good faith, interest under clause 6.7 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.
Invoices covering payment in respect of materials purchased by, or services provided to mydesignnow, or for reimbursement of expenses, shall be payable by the Client only if accompanied by relevant receipts and prior written approval was obtained from the Client.
The parties agree that mydesignnow may review and increase the charges, provided that such charges on the Website at any time.
QUALITY OF SERVICES
mydesignnow warrants to the Client that:
mydesignnow will perform the Services with reasonable care and skill, and in accordance with generally recognised commercial practices and standards in the industry for similar services.
The Services will materially conform with all descriptions provided to the Client by mydesignnow, including any relevant description found on the Website.
The Services will be provided in accordance with all applicable legislation from time to time in force, and mydesignnow will inform the Client as soon as it becomes aware of any changes in that legislation.
The Client’s rights under this Agreement are in addition to the statutory terms implied in favour of the Client by the Supply of Goods and Services Act 1982, Consumer Rights Act 2015, and any other statute.
The provision of this clause shall survive any performance, acceptance, or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by mydesignnow.
INTELLECTUAL PROPERTY RIGHTS
mydesignnow shall own all Intellectual Property Rights in existence at the Commencement Date as well as those which are created in the provision of the Services. Ownership of all Intellectual Property Rights created as deliverables for the Client (which was not in existence prior to the agreement) will transfer to the Client upon:
Full completion of work; AND
Full payment being received by mydesignnow for the work.
Where full payment for the work or is not received, mydesignnow shall retain all Intellectual Property Rights.
Where full payment for work is not made and the Client takes or uses the designs or other deliverables, then mydesignnow shall be entitled to claim compensation from the Client, interest on any sums.
Reasonable compensation here shall be decided at mydesignnow’s absolute discretion.
The Client hereby grants to mydesignnow an unlimited and irrevocable licence to use the work for purposes including, but in no way limited to, use in portfolio and public display.
In relation to any claim (including threats) or dispute brought to the Client’s attention, the Client shall:
Upon becoming aware, notify mydesignnow of such a claim (including threats) or dispute.
Allow mydesignnow to conduct all negotiations and proceedings to settle the IPRs claim.
Provide mydesignnow with reasonable assistance regarding the IPRs claim.
Not, without prior consultation with mydesignnow, make any admission in relation to the IPRs claim or attempt to settle it, provided that mydesignnow considers and defends any IPR using competent counsel, and in such a way as not to bring the reputation of the Client into disrepute.
Both parties undertake that each shall not, at any time during this Agreement, and for a period of 5 years after termination of this Agreement, disclose to any person any In-put Material (in the case of mydesignnow), Pre-existing Material (in the case of the Client), technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this Agreement, except as permitted by clause 9.2.
Both parties may disclose Confidential Information:
To its employees, agents, consultants, or subcontractors (and in the case of mydesignnow, mydesignnow’s Team) as is needed for the purpose of discharging its obligations under this Agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information, comply with this clause 9.
As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
All materials, equipment and tools, drawings, specifications, and data supplied by one party to the other, shall at all times be (and remain) the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody at its own risk, and maintained and kept in good condition by that party until returned to the supplying party, and shall not be disposed of or used, other than in accordance with any written instruction or authorisation.
LIMITATION OF LIABILITY
mydesignnow’s total liability under or in connection with this Agreement shall be limited to the greater of:
150% the total value of this Agreement; or
This limit shall apply howsoever that liability arises, including, and without limitation, a liability arising by breach of contract, arising by tort (including, and without limitation, the tort of negligence), or arising by breach of statutory duty.
Nothing within this clause shall exclude or limit liability for:
Death or personal injury caused by negligence.
Fraud or fraudulent misrepresentation.
mydesignnow will not be liable to the Client, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:
Loss of profit.
Loss of goodwill.
Loss of business.
Loss of business opportunity.
Loss of anticipated saving.
Loss of corruption of data or information.
Loss of contracts.
Loss of use of money.
Loss of actual savings.
Loss of revenue.
Loss of reputation.
Ex gratia payments.
Loss of operation time.
Loss of opportunity.
Special, indirect, or consequential damage or loss suffered by the Client, arising under or in connection with this Agreement.
Nothing in this Agreement shall or shall not be deemed to relieve the Client of any common law duty to mitigate any loss or damage incurred by it.
TERMINATION, REFUNDS, AND CANCELLATIONS
mydesignnow may terminate this Agreement with immediate effect by giving written notice to the Client if:
The Client fails to pay any amount due under this Agreement on the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment.
The Client commits a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, fails to remedy that breach within a period of 14 days.
The Client repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
A petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of the Client’s business activities.
An application is made to court (or an order is made) for the appointment of an administrator, or if notice of intention to appoint an administrator is given over the other party.
If the Client has ordered a design and wishes to cancel an order before receiving a first draft design they must send notice of cancellation to mydesignnow in accordance with this clause 11.2. When you must cancel depends on the Delivery option you have selected.
Standard Delivery order – the Client must cancel within 1 working day of placing the order.
Next day Delivery – the Client must cancel within 1 hour of placing the order.
Same day Delivery – the Client must cancel within 15 minutes of placing the order.
If the Client has ordered a design and wishes to cancel an order after receiving a first draft design they must send notice of cancellation to mydesignnow in accordance with this clause 11.3. The below procedure will apply at mydesignnow’s absolute discretion:
If the Client cancels an order after receiving 1 design of the product they have ordered they will receive a 50% refund or £15 mydesignnow voucher to use on another product.
If the Client cancels an order after receiving 2 designs of the product they have ordered they will receive a 40% refund or £10 mydesignnow voucher to use on another product.
If the Client cancels an order after receiving 3 designs of the product they have ordered they will receive a 30% refund or £5 mydesignnow voucher to use on another product.
If the Client cancels an order after receiving more than 3 designs of the product they have ordered, the Client must contact us at firstname.lastname@example.org. mydesignnow may, at their absolute discretion, opt to provide the Client with a full or partial refund of sums paid.
CONSEQUENCES OF TERMINATION
On termination of this Agreement for any reason, mydesignnow shall immediately deliver to the Client:
A refund of any sums paid in advance for Services which have not been received by the Client as a result of the termination of the Agreement.
On termination of this Agreement for any reason, the Client shall immediately pay to mydesignnow, all sums due and owing to it in connection with this Agreement.
Both parties shall return, destroy, or otherwise deal with, any Confidential Information as the disclosing party shall wish for it to be dealt with.
On termination or expiry of this Agreement, the following clauses shall continue in force: clause 8, clause 9, clause 11, clause 12 and clause 22.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
If any Services are not supplied in accordance with this Agreement or mydesignnow fails to comply with any terms of this Agreement, the Client shall only be entitled (without prejudice to any other right or remedy) to require mydesignnow to carry out such additional work as is necessary to correct its failure.
A Force Majeure Event is any circumstance not within a party’s reasonable control. This includes, without limitation:
Acts of God such as flood, drought, earthquake, tsunami, or other natural disaster, epidemic, or pandemic.
War, or threat of or preparation for war (including terrorist attack, armed conflict, civil war, civil commotion, or riots).
Imposition of sanctions.
Nuclear, chemical, or biological contamination.
Fire, explosion, or accident (including collapse of building).
Interruption or failure of utility services.
Provided it has complied with this clause 14, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The corresponding obligations of the other party will be suspended and its time for performance of such obligations extended to the same extent as those of the affected party.
The affected party shall:
As soon as practicable after the start of the Force Majeure Event, but no later than 7 Business Days from its start, notify the other party in writing of the event, the date on which it started, it’s likely or potential duration, and the effect of the event on its ability to perform any obligations under this Agreement.
Use reasonable endeavors to mitigate the effect of the event on the performance of its obligations.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.
A waiver of any right or remedy under this Agreement or by law, is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.
A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, shall not constitute a waiver of that or any other right or remedy.
RIGHTS AND REMEDIES
The rights and remedies provided under this Agreement are in addition to and not exclusive of any rights or remedies provided by law.
If any provision or part provision of this Agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this Agreement.
If it comes to the attention of either party that any provision or part provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.
AGREEMENT IN FULL
This Agreement, including any schedules and appendixes, constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and assurances between them, whether written or oral.
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.
THIRD PARTY RIGHTS
No one, other than a party to this Agreement, shall have any right to enforce any of its terms. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
Any notice or other communication given to a party in connection with this Agreement shall be in writing, and shall be:
Delivered either by hand, by pre-paid first-class post, or by other next working day Delivery service, at the receiving party’s postal address provided in this Agreement unless otherwise stated; or
Sent by email to the email address specified in writing by mydesignnow as being a suitable address for service.
Any notice or communication shall be deemed to have been received:
If delivered by hand, at the time the notice is left at the proper address.
If sent by pre-paid first-class post, or by other next working day Delivery service, at 9am on the second Business Day after posting.
If sent by email, at the time of the transmission, or if this time falls outside business hours in the place of receipt, when business hours resume.
This clause 21 does not apply to the service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.
GOVERNING LAW AND JURISDICTION
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), shall be governed and construed in accordance with the law of England. We both agree that the courts of England will have exclusive jurisdiction.
BY USING OUR SERVICE THE CLIENT AGREESTO THESE TERMS AND CONDITIONS