How we work: Graphics & Websites

The following Terms and Conditions of Service apply to all products and services provided by BYAustin and in the event of any dispute are governed by Dutch law.

All work is carried out BYAustin on the understanding that the client has agreed to our terms and conditions.

These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. BYAustin reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

Copyright is retained BYAustin on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.

If a choice of designs is presented and one is chosen for your project, only that solution is deemed to be given by us as fulfilling the contract. All other designs remain the property of BYAustin, unless specifically agreed in writing.

Acceptance of Terms and Conditions and Quotation

The placement of an order for design and/or any other services offered BYAustin, by email, verbally or in writing, is deemed to be acceptance of these terms and conditions, which are freely available at www.byaustin.com.

1.      DEFINITIONS AND INTERPRETATION

1.1.   In these terms and conditions, the following definitions apply unless otherwise stated:

‘Business Day’ means a day (other than a Saturday, Sunday or public holiday).

‘Contract’ means the contract between BYAustin and the Client for the supply of Services governed by these Terms and the Order.

‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.

‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

‘Company’ means BYAustin, a company incorporated in the Netherlands under company number 67200796 whose registered office is at: Dreeslaan 10, 2641TK Pijnacker-Nootdorp, the Netherlands.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Order’ means the order placed by the Client through online PayPal / Credit Card / Debit Card purchase or by email instruction that an order is to be placed. Together with these terms and conditions the order shall form a binding contract.

‘Offer’ means the written quotation prepared by the Company which contains its proposals for providing Services to the Clients. Unless a bespoke offer Is prepared, this quotation will be those services and prices displayed on the Company website and visible to the Client at the time of order.

 ‘Services’ means the services the Company will provide to the Client as specified in the Order and as revised on the BYAustin website from time to time, as needed to comply with applicable laws or to more effectively produce business results for our clients.

‘Specification’ means the description or specification of the Services in the Order, which will usually be as displayed on the Company website and visible to the Client at the time of order.

‘Terms’ means these terms and conditions as updated from time to time by the Company.

‘VAT’ means value added tax chargeable under Dutch law and any similar additional tax payable on the services provided.

1.2.  Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa. 

1.3.  The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4.  A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2.     PROJECT ACCEPTANCE

At the time of proposal, BYAustin will provide the customer with a written estimate (offer) or quotation by email. These Terms and Conditions can be read at any time on BYAustin website.

To indicate acceptance, the client may send an official purchase order in reply to the estimate or quotation which binds the client to accept our terms and conditions, or an email acknowledging acceptance of the quotation.

For the avoidance of doubt, the BYAustin Terms & Conditions are what govern the job, not any conditions on the customer’s purchase order.

3.     DESIGN CHARGES

Charges for design services to be provided BYAustin will be set out in the written offer or quotation that is provided to the client. At the time of the client’s official purchase order this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable payment of 50% of the quoted fee will become immediately due.

Unless agreed otherwise with the Client, all design services require an advance payment of a minimum of fifty (50) percent of the project quotation total before the work commences or is supplied to the Client for review. The remaining fifty (50) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials.

3.1       Charges for Other Services

Charges for any additional services requested during the project that are over and above the estimated time or out of scope, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.

SOURCE FILES

We will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.

Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.

4.     PAYMENT

The client will be provided with an Approval Email or Proof Email, and an Invoice prior to final publication. At this time the remainder of the amount due will become payable.

Any invoice queries must be submitted by email within 14 days of the invoice date.

Payments may be made by online transfer, credit card (Visa, Mastercard) or Debit Card.

Publication and/or release of work done BYAustin on behalf of the client, may not take place before cleared funds have been received.

4.1.  Invoice

The Company shall invoice for brainstorming and conceptual design. Where the order is placed via PayPal or with a Credit Card/Debit Card, payment is required to be fulfilled before the Company starts brainstorming and conceptualizing.

The Client shall pay each invoice submitted by the Company within the shorter of 7 days or 10 Business Days of the date of the invoice.

The invoice number shall be stated on all payments and Bank Transfer are accepted.

4.2.      Added revisions

In the event of added revisions, at the Company’s discretion, a fee of €15 shall be charged per revised request sent to the Company per email. The Company shall be entitled to announce the extra fee before accepting to implement the revision.

4.3       Outstanding payments

Accounts which remain outstanding for 30 days after the date of invoice, will incur a late payment amount of plus 10% on the outstanding amount from the date due until the date of payment.

4.4.      Default

An account shall be considered default if it remains unpaid for 30 days from the date of invoice. The client shall be entitled to remove BYAustin’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.

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

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

5.      Copyrights and Trademarks

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

By supplying images, text, or any other data to BYAustin, BYAustin grants the client permission to use this material freely for promotional and branding. Any artwork, images, or text supplied and/or designed BYAustin on behalf of the client, will remain partial property of BYAustin and/or its suppliers unless otherwise agreed in writing. BYAustin holds the permission to adjust, edit or amend only in accordance with the requests of the client.

The client may request in writing from BYAustin, other or added changes to the materials. BYAustin holds the copyright until full payment has been completed by the client and a Form of Approval has been issued. BYAustin remains being the creator of the material.

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

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

Should BYAustin, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow BYAustin to remove and/or replace the file on the site.

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

5.1       Alterations

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

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

5.2       Licensing

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

BYAustin will not be held responsible for any and all damages resulting from such claims.

BYAustin is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold BYAustin responsible for any such loss or damage.

Any claim against BYAustin shall be limited to the relevant fee(s) paid by the customer.

6.      Data Formats

The client agrees to BYAustin’s definition of acceptable means of supplying data to the company.

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

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

BYAustin cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.

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

7.      Design Project

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

7.1.      Design Project Completion

BYAustin considers the design project complete upon receipt of the customer’s signed Approval form or signoff email. Other services such as printing, display panel production, filmwork, website uploading, publishing etc. either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.

7.2       Design Credits

The customer agrees to allow BYAustin to place a small credit on printed material exhibition displays, advertisements and/or a link to BYAustin’s own website on the customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. The customer also agrees to allow BYAustin to place websites and other designs, along with a link to the client’s site on BYAustin’s own website for demonstration purposes and to use any designs in its own publicity and portfolios.

8.      Rights of Access for Website Construction

The client agrees to allow BYAustin all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

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

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

8.1       Website design only

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

Once web design is complete, BYAustin will provide the customer with the opportunity to review the resulting work. BYAustin will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to BYAustin by e-mail.

BYAustin will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.

8.2       Hosting websites

BYAustin offers a hosting services through our partnering parties. BYAustin will accept not liability for loss of service, whatever the cause. To ensure terms and conditions protect the client’s company, BYAustin will refer to our third party terms and conditions.  

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

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

8.3       Domain Registration

BYAustin cannot guarantee the availability of any domain name. Where BYAustin is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.

8.4       Search Engine Submission

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

9.      RIGHTS OF REFUSAL

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

10.     COMPANY OBLIGATIONS AND WARRANTIES 

10.1.  The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.

10.2.  The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.  The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.

10.3.  The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable Dutch law.

10.4.  The Company shall be entitled to use a Group Company, subcontractors or other third party services for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

11.    Cancellation

Cancellation of orders may be made initially by telephone contact, or e-mail. The client will then be invoiced for the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received BYAustin within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.

Disclaimer

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

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

BYAustin and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. Glazier Design recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.

12.   DELAYS AND COMPLAINTS 

12.1.  In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Agreement after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order.

12.2.  Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 7 working days the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

12.3.  The Company’s responsibility in respect of Third-Party Services is to take reasonable care and skill when selecting the providers of the same. Third-Party services includes, graphic design, research and/or printed material.

11.   CONFIDENTIALITY AND PERSONAL DATA

11.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract. 

12.   FORCE MAJEURE

12.1. Neither party shall be held liable for a Force Majeure Event.

12.2. If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

12.3. Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.

13.   MISCELLANEOUS

13.1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Company shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

13.2. The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

13.3. During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by the Company to edit the Services.

13.4. The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

13.5. If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

13.6. The Company may from time to time make any valid alteration to or variation of these Terms by publishing the revised Terms on its website and informing the Client by electronic mail that the Terms have been modified. Continued use of the services constitutes acceptance of the revised Terms by the Client

13.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.8. All notices must be in writing to BYAustin, Dreeslaan 10, 2641TK, the Netherlands.  

14.   LAW AND JURISDICTION

17.1. The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.

17.2. The Contract shall be governed by and construed in accordance with Dutch law and the parties hereby agree to submit to the non-exclusive jurisdiction of the Dutch courts.