Terms and conditions of service
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Terms and conditions of service

The following Terms and Conditions of Service apply to all products and services provided by 240 Design West, LLC.

1. Definitions

The Following expressions shall have the following meanings:

“Vendor” means 240 Design West, LLC of 240 D West St Winooski, VT 05404. Mailing address PO Box 558, Winooski, VT 05404

“Client” means any person who purchases Services from the Vendor;

“Proposal” or "Plan" means a quotation or other similar document describing the Services

“Services” means the vendor services as described in the Proposal

“Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by the Vendor

“Agreement” means the contract between the Vendor and the Client for the provision of the Services incorporating these Terms and Conditions

“Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognzed in any part of the world whether or not presently existing or applied for.

“Mediator” is the party nominated to resolve a dispute between the Vendor and the Client.

2. GENERAL

Unless otherwise specifically outlined in a written contract agreed to and signed by Vendor and Client, all work is carried out by 240 Design West, LLC on the understanding that the client has agreed to 240 Design West, LLC's publicly posted terms and conditions.

Copyright is retained by 240 Design West, LLC on all development and design work including, but not limited to, campaign advertising slogans, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.

If a choice of design is presented, only one solution is deemed to be given by 240 Design West, LLC as fulfilling the contract. All other designs, including proofs, drafts, and production files remain the property of 240 Design West, LLC, unless agreed in writing that this arrangement has been changed.

240 Design West, LLC reserves the right to change any of the publicly posted Terms and Conditions at any time and without prior notice. Unless otherwise outlined and specified in a separate written agreement, Publicly posted Terms and Conditions shall apply to  the supply of Services by the Vendor to the Client and shall supersede any other documentation or communication between parties. Any variation to these Terms and Conditions must be agreed in writing by the Vendor.

Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Vendor may be entitled in relation to the Services, by virtue of any statute, law or regulation.

3. Acceptance of Terms and Conditions and Quotation

Unless otherwise specified and agreed upon in a  written contract, the placement of a project order, or the acceptance of a project plan or proposal, singularly, or within a recurring relationship, for consultancy, design, development and/or any other services offered by 240 Design West, LLC, by email, verbally or in writing, is deemed to be acceptance of these terms and conditions, which are freely available at www.240designwest.com/terms-and-conditions.

By placing or accepting a project order plan or proposal the client warrants their authority to enter into this Agreement and have obtained all necessary approvals to do so.

An estimate or plan, validated by confirmation of approval to proceed with the project or service contract, by the client, by e-mail, writing or by electronic form, constitutes acceptance of the plan, estimate or quotation and agreement to comply fully with all the terms and conditions and forms a Contract for Business between the client and 240 Design West, LLC (vendor)

4. Assignment

The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Vendor.

5. Governance

These Terms and Conditions shall be governed by and construed in accordance with the US law and the parties hereby submit to the exclusive jurisdiction of Vermont state courts.

6. Indemnity

The Client shall indemnify the Vendor against all claims, costs and expenses which the Vendor may incur and which arise directly or indirectly from the Clients breach of any of its obligations under these Terms and Conditions.

7. Disclaimer

240 Design West, LLC makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. 240 Design West, LLC will not be held responsible for any and all damages resulting from products and/or services it supplies.

240 Design West, LLC is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure.

The client agrees not to hold 240 Design West, LLC responsible for any such loss or damage. Any claim against 240 Design West, LLC shall be limited to the relevant fee(s) paid by the client. 240 Design West, LLC 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. 240 Design West, LLC will not knowingly perform any actions to contravene these and the client also agrees to be so bound.

240 Design West, LLC 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. 240 Design West, LLC 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.

8. Mediation

Any dispute arising under this Agreement will first be addressed via a request delivered verbally or in writing and sent by mail, email, phone or VOIP meeting, by the Vendor to the client

If either party wishes to refer a dispute to a Mediator they shall advise the other party of this intention in writing at any time during the term of this Agreement. If the opposing party agrees to the Mediator chosen, and mediation, the dispute must then be referred to the Mediator within seven (7) days of this intention being intimated.

The Mediator shall act impartially and be free to take the initiative in ascertaining the facts and the law. The Mediator must reach a decision within twenty eight (28) days of referral or such longer period as the parties may agree.

During the period of mediation both parties must continue with their obligations as stated in all previous agreements

The decision of the Mediator is binding on both parties unless and until revised by legal proceedings or agreement by both parties.

9. Service

Services are described in proposals and plans

Any variation to the Services must be agreed by the Vendor in writing

Services shall commence and continue unless terminated according to the terms of the service agreement. Services shall commence and continue until terminated by either party giving not less than 90 days notice in wriiting.

Services shall be carried out in the place of work of the Vendor. If on locations services are required or deemed appropriate, this will be outlined in the service proposal or agreeement.

The Vendor shall provide technical support, if required, by phone or by e-mail during the hours of 9-5 pm EST. If an issue occurs outside these hours the client may e-mail the Consultant or leave a telephone message on the office number 802-489-5723. The Vendor will endeavor to respond to the client by the start of the next business day.

Service Plans: All service plans are prepaid and all prepaid time expires 1 month after the payment date. Any time not used within this 1 month windows will expire. Rollover of prepaid time to the next billing period is at the discretion of 240 Design West and no refunds or credits will be issued for expired time. Time not used is non-transferrable.

All website maintenance plans have a minimum billing charge of 5 hours per month. All specific maintenance requests have a minimum time charge of ½ hour with all additional time charged to the nearest ¼ hour. If the maintenance work requested exceeds prepaid time, any additional time will be billed at the initial prepaid rate. A time log of time spent will be provided upon request.

Dates given for the delivery of Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Agreement and the Consultant shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.

10. Creative Design and Production Services

Unless the Vendor and Client have agreed to a service or "time and materials" contract, charges for services to be provided by 240 Design West, LLC will be set out in the written project estimate or quotation that is provided to the client.  In service or "time and materials" agreements, charges will be outlined separately in a maintenance or management contract.

Charges for creative design and or production work do not cover the release of copyright design files including indd, psd, png, eps, jpg or any other source files; if the client requires these files they may submit a buyout request to the Vendor.  The Vendor reserves right of refusal to all buyout requests.  All buyout agreements include specific terms of use concerning  the repurposing, resale, conversion, or improper application of finished copyrighted designs.

Publication and/or release of work done by 240 Design West, LLC on behalf of the client may not take place before cleared funds have been received.

All design work will be proofed by the client and written approval given before 240 Design West, LLC will release it for publication or print. Whilst all efforts will be made by 240 Design West, LLC to ensure the accuracy of work, no liability can be accepted by 240 Design West, LLC for errors not highlighted by the client prior to written approval for publication or print.

11. Property and Risk

Risk in any property or materials used to provide the Services shall pass from the Vendor to the Client when the property or materials leave the premises of the Vendor.  Leaving the premises of the Vendor is to be considered electronic transfer of digital materials (files) from local Vendor storage to third party cloud services or the client.

12. Limitation of Liability

The Vendor shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.

13. Confidentiality

The Vendor shall keep secret and confidential all information relating to the business or affairs of the Client, the Clients subsidiaries and the Clients customers. The Vendor shall ensure that any other parties to whom work has been delegated will sign an appropriate undertaking of equal secrecy.

14. Intellectual Property Rights

The Vendor shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client. The Client shall not distribute any Intellectual Property Rights belonging to the Vendor to any third party without the written consent of the Vendor.

Any Intellectual Property Rights created as a result of the Services shall belong to the Vendor unless provisions, such as the granting of a royalty-free, world-wide, exclusive, or non-exclusive license, have been made to the contrary in the Proposal or in other documented negotiations. A separate 'Buy Out' or licensing fee will apply to all licenses or transfers of copyright ownership from the Vendor to the Client. The Vendor reserves the right of refusal to all buyout, copyright transfer, license for use requests.

The Client warrants that any material belonging to the Client and its use by the Vendor for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Consultant against any loss, damages, costs, expenses or other claims arising from any such infringement.

15. Original Work - Conflicts - Confidentiality

240 Design West guarantees that, except for anything that you supplied 240 Design West, LLC, incorporated into the design(s): (a) our work will be original and will not be copied in whole or in part from any other work; (b) We own the rights that 240 Design West LLC is giving you under this Agreement, or 240 Design West, LLC has secured such rights to any third-party content incorporated into 240 Design West, LLC's  final design(s); and (c) 240 Design West, LLC's work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. 240 Design West, LLC guarantees that this Agreement does not conflict with any other contract, agreement or understanding to which 240 Design West, LLC is a party. Finally, 240 Design West, LLC agrees to hold and maintain in strict confidence any confidential information that you, the client provide 240 Design West, LLC (such as proprietary technical or business information), and 240 Design West, LLC will not disclose such information to any third party except as may be required by a court or governmental authority.

16. Relationship of Parties

Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other. 

 Nothing in this agreement shall be construed as establishing or implying a relationship, partnership or joint venture between the vendor, and the client's agents and or representative unless specifically outlined in the project plan and agreed to by the client.

17. Obligations

Client Obligations

The Client agrees to cooperate with the Vendor and shall provide any support, information and facilities to the Vendor as may be required. The Client is responsible for obtaining all necessary permits or approvals to enable the Vendor to provide the Services. The Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by the Vendor for the purpose of providing the Services for a period of six months following completion of the Services.

Vendor Obligations

The Vendor shall supply the Services as specified in the Proposal. The Vendor shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognized codes of practice. The Vendor shall install and test new systems where necessary in terms of the Services but responsibility for any such equipment shall remain with the original supplier. The Vendor shall have the authority to delegate any obligations to other employees or subcontractors but undertakes to notify the Client of any significant changes to personnel.

18. Scheduling

Except in the case of scheduled contracts, 240 Design West, LLC serves clients and their projects on a first come first serve basis.  Along with a quote for your project will be a recommended schedule.  If your project requires more urgent attention, please contact customer service directly.  Rush charges may apply.

19. Meetings

All stakeholders detailed in the project plan are required to attend all project meetings unless specifically outlined otherwise in the project plan.  In the event a stakeholder can not make a meeting as scheduled, a stand in must be assigned.  All meetings will begin at the scheduled time.  In the event the primary project stakeholder (or authorized representative) is not present at meeting start, 240 Design West will wait 10 minutes and attempt to contact the client via other methods.  If other methods of contact are unsuccessful 240 Design west will move onto other projects.  A 50% fee for the missed meeting will apply.

20. Notices

Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

21. Response Time

Except in the case of regular maintenance contracts, 240 Design West, LLC schedules customer projects on a first come first serve basis.  Although we make no guarantees,  in most cases we can and will begin production within 3 days of your project order or cleared payment.  If you have an urgent project that requires immediate attention, please contact us. Rush charges may apply.

In service or "time and materials' contracts, 240 Design West, LLC's response time may be much quicker depending on the nature of the agreement with the client and the level of service requested. In all project and service contracts the client agrees to make available a key project stakeholder and decision maker who can also respond to 240 Design West, LLC promptly along the course of the project(s). This is done to ensure 240 Design West can maintain momentum outlined in service agreements.

22. Sharing Services

240 Design West delivers all final files via cloud sharing services.  A link to the final files are sent to the client via email.  If the Client requires file delivery via email they must notify 240 Design West.  240 Design West does not utilize cloud sharing space for long term storage of files.  All files transferred to clients via cloud sharing services must be retrieved within 3 business days of notification at which point they will removed from the cloud service.  If files are not retrieved by the client within this period, and they must be re-posted for client retrieval, a re-transfer fee may apply.

23. Billing

  • A) Upon approval of a project or service quote the client will be sent an invoice via email.
  • B) Time and materials clients will be billed weekly or monthly according to an agreement.
  • C) Project cost overruns will be billed separately at project completion for individually billed projects. 
  • D) In instances of service budget overruns, in time and materials service contracts with clients, additional project costs or demand for services must be addressed through review and amendment of the agreement or contract between the client and 240 Design West.  The client agrees to be available, within seven days of notification,  during regular business hours, to address changes in the agreement.

24. Payment

Individual projects will normally be invoiced 50% upon project booking and 50% on completion of projects unless other billing arrangements have been made with 240 Design West, LLC. For larger projects, such as website development, we may require staged payment (normally three equal payments due at equal intervals along the project schedule.  Other service agreements such as "time and materials" contracts can be made by contacting 240 Design West, LLC.). Payments may be made by check and or online via paypal.  Please see our about page for additional information. Publication and/or release of work undertaken by 240 Design West, LLC on behalf of the client may not take place before cleared funds have been received.

Checks: Publication and/or release of work undertaken by 240 Design West, LLC on behalf of the client may not take place before cleared funds have been received. 

240 Design West, LLC reserves the right to consider an account to be in default in the event of a returned check.

An account shall be considered default if it remains unpaid for 7 days from the date of invoice, or following a returned check.

240 Design West, LLC shall be considered entitled to remove 240 Design West, LLC and/or the client'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 client of its obligation to pay the due amount nor does it constitute a breech of the vendors agreement or contract with the client. Clients whose accounts become default agree to pay 240 Design West, LLC reasonable legal expenses and third party collection agency fees in the enforcement of these terms and conditions.

The price for Services is as specified in the Proposal and is inclusive of any other charges as outlined in the Proposal.

The terms for payment are as specified in the Proposal.

All direct costs and expenses incurred by the Vendor in connection with the provision of the Services will be re-charged at cost or according to standard charges as described in the Proposal and are payable by the Client.

The Client must settle all payments for Services according to the Proposal

The Client will pay interest on all late payments per annum above the base lending rate.

The Vendor is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Vendor is late.

The Client is not entitled to withhold any monies due to the Vendor.

The Vendor is entitled to vary the price to take account of any additional Services requested by the Client which were not included in the original proposal. or any additional work required to complete the Services which was not anticipated at the time of the Proposal

Any reasonable increase in hourly rate must be intimated to the Client in writing by the Vendor

25. Pricing

240 Design West provides all quotations based on a premium standard rate of $75 per hour.  To learn how to save up to 20% on your project via our prepay system please visit our savings section of the website!

26. Rush Fees

240 Design West, LLC reserves the right to charge up to 35% of project costs for rush jobs.  In the event 240 Design West, LLC determines your project order meets rush conditions you will be notified of the additional expense within the quote.

27. Manufacturing Fees

240 Design West collects payment upfront for manufacturing fees associated with print and reproduction graphics projects. These fees will be included in the quote sent to the client.

28. Project acceptance

For singular projects, at the time of proposal, 240 Design West, LLC will provide the client with a written estimate or quotation. For service or "time and materials" agreements, project plans will be provided in place of quotes or estimates. Project plans will adhere to agreements between the client and 240 Design West, LLC.  The terms and conditions can be read on the 240 Design West, LLC website.

The client may send an official order in reply to the estimate or quotation, an email acknowledging acceptance of the estimate or quotation, or for service or "time and materials" agreements, a verbal agreement to the project plan, which binds the client to accept 240 Design West, LLC’s terms and conditions.

No work on projects will commence until acceptance of the quotation or plan has been received by 240 Design West, LLC.  Work on projects inside service or 'time and materials" agreements may occur outside the scope of specific project plans when related to other goals or strategies agreed upon in the service contract by the client and 240 Design West, LLC.

29. Project duration

Any indication given by 240 Design West, LLC of a project's duration is to be considered by the client to be an estimate. 240 Design West, LLC cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by 240 Design West, LLC for the initial payment or by date confirmed in writing by 240 Design West, LLC.

30. Unscheduled Alterations or Unplanned Amendments

For singular projects, the client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.

Although we always do our best to meet client needs, the client agrees that major changes in or to the project, over and above the estimated work or required to be carried out after acceptance of the draft design, release 240 Design West, LLC from any proposed or agreed upon project deadlines, including delivery of electronic files to manufacturers.   In instances of schedule overrun, in which major project changes are the cause, the client will be given the option to meet deadline or make the major change, or both if possible.

The client also agrees that 240 Design West, LLC holds no responsibility for any amendments made by any third party before or after a design is published. 

Unscheduled alterations or amendments to service contracts or "time and materials" agreements, are not available to clients without express written consent from 240 Design West.  In the event a clients service or time and materials agreement must be reviewed or amended, the client agrees to initiate a meeting with 240 Design West, LLC.

31. Rights of refusal

240 Design West, LLC 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.

240 Design West, LLC also reserves the right to refuse to include submitted material without giving reason.
In the situation where any images and/or data that 240 Design West, LLC does include in all good faith, and subsequently discovers is in contravention to such terms and conditions, the client is obliged to allow 240 Design West, LLC to remove the contravention without hindrance, or penalty. 240 Design West, LLC is to be held in no way responsible for any such data being included.

32. Cancellation

Cancellation of single project orders may be made initially by telephone contact or e-mail, however, following this, 240 Design West, LLC will require formal notification in writing to 240 Design West's mailing address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by 240 Design West, LLC within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.

Notification of cancellation of multiple projects or time and materials service must be addressed as part of review or amendment of the agreement between the client and 240 Design West (Vendor). Multiple project or service cancellation may only be made in writing and sent to 240 Design West's business mailing address. In the event the cancellation breeches the agreement between the client and 240 Design West, LLC, the client agrees to initial arbitration scheduled by 240 Design West, LLC during regular business hours.

33. Default

An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned check.

240 Design West, LLC shall be considered entitled to remove 240 Design West, LLC and/or the client'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.

An account may also be considered in default if the client does not participate along agreed upon project plans or schedule or fails to provide materials or information required for projects, or uses 240 Design West, LLC copyrighted materials in ways not intended or agreed upon by 240 Design West, LLC.  240 Design West, LLC shall be considered entitled to remove 240 Design West's and/or the client's material from any and all computer systems, until the the discrepancy is fully resolved.

Removal of such materials does not relieve the client of its obligation to pay due amounts. Clients whose accounts become default agree to pay 240 Design West, LLC reasonable legal expenses and third party collection agency fees in the enforcement of these terms and conditions.

34. Copyrights and Trademarks

By supplying text, images and other data to 240 Design West, LLC for inclusion in the client's website or other medium, the client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.

Any artwork, images, or text supplied and/or designed by 240 Design West, LLC on behalf of the client, will remain the property of 240 Design West, LLC and/or its suppliers in accordance with the Copyright, Designs and Patents Act 1988.  For logo, brand, and identity projects, copyright transfer of ownership is included and will be supplied upon receipt of payment.

The client may request in writing from 240 Design West, LLC the necessary permission to use materials (for which 240 Design West, LLC holds the copyright) in forms other than for which it was originally supplied, and 240 Design West, LLC may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to 240 Design West, LLC, the client grants 240 Design West, LLC permission to use this material freely in the pursuit of the design.

Should 240 Design West, LLC or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow 240 Design West, LLC to remove and/or replace the file on the site.

The client agrees to fully indemnify and hold 240 Design West, LLC free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary permissions.

35. Licensing

Any design, copywriting, drawing, idea or code created for the client by 240 Design West, LLC, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of 240 Design West, LLC and any of its relevant sub-contractors.

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

240 Design West, LLC will not be held responsible for any and all damages resulting from such claims. 240 Design West, LLC is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The client agrees not to hold 240 Design West, LLC responsible for any such loss or damage. Any claim against 240 Design West, LLC shall be limited to the relevant fee(s) paid by the client.

36. Design credits

The client agrees to allow 240 Design West, LLC to place a small credit in the form of a link to 240 Design West, LLC’s own website on the client's website. This will usually be in the form of a small logo or copyright statement at the bottom of the page.

The client also agrees to allow 240 Design West, LLC to place websites and other designs, along with a link to the client's site on 240 Design West, LLC’s own website for demonstration purposes and to use any designs in its own publicity and portfolios.

37. Manufacturing Print and Repro graphics

240 Design West works with a preset list of trusted manufacturers in the production of client projects. Using 240 Design West's approved list of manufacturers ensures a 100% guarantee of graphic reproduction quality.

If the Client wishes to use their own graphics reproduction manufacturer, a point of contact must be provided and the manufacturer must provide all specifications for the project in wriitten form to 240 Design West. No exceptions. This includes templates showing bleed, trim, die cutting, folding, mailing and sorting areas. VERBAL SPECIFICATIONS ARE NOT ACCEPTED. All project specifications and changes must be supplied in writing. Please email sales@240designwest.com

38. Website Design and Development

240 Design West, LLC requires that a template is approved by the client before coding of a site commences. Once the template(s) for the website are approved by the client, coding will commence; any changes to navigation items, colors, structure or content which require changes to the template will incur an additional charge.

Once web design is complete, 240 Design West, LLC will provide the client with the opportunity to review the resulting work. 240 Design West, LLC 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, color schemes or any navigation features. Any minor changes can be notified to 240 Design West, LLC by e-mail.

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

39. Web content and web programs.

240 Design West offers no warranty of quality or success on client web content or web programs.  All client web content and web programs are 100% the responsibility of the client.  If Clients would like to purchase consultation time to poll 240 Design West LLC of its experience in a specific area, this can be arranged through the purchase of consulting hours.  However all consultations will be verbal and 240 Design West will not assume any responsibility for action taken by the client in reaction or response to this consultation or its contents.

40. Web Archiving, Backup, and Recall

Web:  All backup, archiving, and recall of final web assets, including all working files except motion and audio, is included as part of 240 Design West’s web maintenance packages.  Motion and/or audio file backup recall and archiving may incur additional fees.  240 Design West will backup, archive and make available for recall all web project files at the termination of the clients maintenance contract, or upon request.  Upon delivery of these files at the expiration of a maintenance contract, 240 Design West reserve the right to delete the client files from our system permanently unless the client renews a maintenance plan with 240 Design West, LLC or negotiates separate archiving, backup and recall fees.

Print and Office Projects:  240 Design West will store all project files including working documents and final assets for one year past the last project completion date with the client.  This means that as long as the client maintains an active project relationship with 240 Design West, LLC, project files will be retrievable and backed up from our system.

41. Domain registration

240 Design West, LLC cannot guarantee the availability of any domain name. Where 240 Design West, LLC is to register a domain name on behalf of a client it will endeavor to do so but the client should not assume a successful registration.

Search engine submission Due to the infinite number of considerations that search engines use when determining a site's ranking, 240 Design West, LLC 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. 240 Design West, LLC recommend that clients use a professional Search Engine Optimization specialist and can arrange for third party SEO consultancy, but can accept no responsibility for their services.

42. Hosting websites

240 Design West, LLC offers in-house hosting services through an out-sourced Adobe server. 240 Design West, LLC does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

240 Design West, LLC may request that clients change the type of hosting account used if that account is deemed by 240 Design West, LLC to insufficient to support the website or the intentions of the client.

Fees for hosting on 240 Design West, LLC’s virtual server are due at the commencement of any period of service and are non-refundable. Fees due to third party hosting organizations are the responsibility of the client and 240 Design West, LLC is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the client/domain owner.

43. Rights of access for website construction

The client agrees to allow 240 Design West, LLC all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

The client also agrees to allow 240 Design West, LLC access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

The client agrees to supply 240 Design West, LLC with all requested and/or necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

The client agrees that any materials created by 240 Design West, LLC  for the client remain the property and copyright of 240 Design West, LLC.

44. Data formats

The client agrees to 240 Design West, LLC’s definition of acceptable means of supplying data to the company.

Text is to be supplied to 240 Design West, LLC in electronic format as standard text (.txt), MS Word (.doc), Comma Separated Values (.csv), or MS excel (.xls) on CD-ROM, via e-mail/FTP or cloud sharing service..

Images which are supplied in an electronic format are to be provided in a format as prescribed by 240 Design West, LLC via CD-ROM, or e-mail, FTP, or cloud sharing service. Images must be of a quality suitable for use without any subsequent image processing, and 240 Design West, LLC will not be held responsible for any image quality which the client later deems to be unacceptable.

240 Design West, LLC 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, 240 Design West, LLC correction and alteration of images.

45. Archiving and Recall

240 Design West will keep all client project files, including working documents and final assets, active for recall on 240 Design West's digital storage system, free of charge, for one year past the last project completion date with the client.  After one year of inactivity with the client, client files will be compressed and archived for portfolio purposes and may no longer be available as a resource for new client projects.

46. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

47. Severance

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

48. Termination

All Agreements shall continue until the Services have been provided in terms of the Proposal, project or plan, or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.

The Client may terminate the Agreement if the Vendor fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 7 days after notification of non-compliance is given.

The Vendor may terminate the Agreement if the Client fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 7 days after notification of non-compliance is given.

The Vendor may terminate the Agreement if the Client has failed to make any payment due within 1 week of the sum being requested.

Either party may terminate the Agreement by notice in writing to the other if:

  • The other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so;
  • or the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances;
  • or the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction),
  • or a court of competent jurisdiction makes an order to that effect;
  • or the other party ceases to carry on its business or substantially the whole of its business;
  • or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets

In the event of termination the Client must make over to the Vendor any payment for work done and expenses incurred up to the date of termination.

Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.

49. Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.