Privacy and Cookies
Information, usage and distribution
10 Associates Ltd may request and collect information from our online visitors on a voluntary basis and only during: (1) Registration for 10 Associates Ltd newsletter; (2) Contact Us email. The requested information may include personal identifying information such as your name, e-mail address, phone number, fax number, place of work etc.
The information you provide us is collected by 10 Associates Ltd and will not be shared with third-party vendors other than (1) to fulfill competition prizes; or (2) to provide you feedback on technical support or customer service inquiries. In the event of using a third-party vendor for the specified reasons, any third-party vendors have agreed to maintain the confidentiality and security of the information we share with them.
If you do not want 10 Associates Ltd to send you e-mail or postal mail about our products and services, you can opt out at the time of registration or information collection, or at any time in the future by contacting 10 Associates Ltd by e-mail at firstname.lastname@example.org or by mailing a request to 10 Associates Ltd.
10 Associates Limited is registered in England and Wales: 5016395
Registered office at:
Bradley Business Park
Dyson Wood Way
10 Associates Limited is VAT registered: 829312821
10 Associates T&C's
The Terms & Conditions can be accessed through our website at the location www.10associates.co.uk/small_print or supplied in writing upon request.
These terms conditions constitute a valid and binding agreement between 10 Associates Ltd and you, the client, for any services provided or work ordered. You must enter into this Agreement by clicking on the I AGREE button to show your acceptance of these terms conditions and any new versions or updates hereof.
As used herein and throughout this Agreement.
Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, schedules or attachments hereto.
Client Content means all materials, information, photography, writings and other creative content provided by The Client for use in the preparation of and/or incorporation in the Deliverables.
Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law.
Deliverables means the services and work product specified in the Proposal to be delivered by 10 Associates Ltd to The Client, in the form and media specified in the Proposal.
Designer Tools means all design tools developed and/or utilised by 10 Associates Ltd in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.The Client means the company or individual who has agreed to take out work with 10 Associates Ltd.
Final Art means all creative content developed or created by 10 Associates Ltd, or commissioned by 10 Associates Ltd, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to The Client Content, and 10 Associates Ltd selection, arrangement and co-ordination of such elements together with The Client Content and/or Third Party Materials.
Final Deliverables means the final versions of Deliverables provided by 10 Associates Ltd and accepted by The Client.
Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by 10 Associates Ltd and which may or may not be shown and or delivered to The Client for consideration but do not form part of the Final Art.
Project means the scope and purpose of the The Client's identified usage of the work product as described in the Proposal.
Services means all services and the work product to be provided to The Client by 10 Associates Ltd as described and otherwise further defined in the Proposal.
Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of The Client.
The terms of the Proposal or shall be effective for 30 days after presentation to The Client. In the event this Agreement is not executed by The Client within the time identified, the Proposal, together with any quotations, related terms and conditions and deliverables, may be subject to amendment, change or substitution.
FEES AND CHARGES
Fees. In consideration of the Services to be performed by 10 Associates Ltd, The Client shall pay to 10 Associates Ltd fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
Additional Costs. The Project pricing includes 10 Associates Ltd fee only. Any and all outside costs including, but not limited to, equipment rental, photographer's costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to The Client unless specifically otherwise provided for in the Proposal.
Invoices. All invoices are payable within 30 days of receipt. For new clients or those overseas 10 Associates Ltd reserves the right to invoice with a payable period of 15 days. In special circumstances a deposit will be required. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged weekly at 5% over the Bank of England base rate along with EU late payment charges. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. 10 Associates Ltd reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.
Project End. All deliverables shall be deemed complete once The Client has signed off the work or indicated satisfaction either verbally, in writing, via e-mail, post or other methods. If The Client fails to communicate with 10 Associates Ltd for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete.
General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, The Client shall pay additional charges for changes requested by The Client which are outside the scope of the Services on a time and materials basis, at 10 Associates Ltd standard hourly rate of £80.00 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. 10 Associates Ltd may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
Substantive Changes. If The Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, 10 Associates Ltd shall be entitled to submit a new and separate Proposal to The Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by 10 Associates Ltd.
Timing. 10 Associates Ltd will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) Approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the The Client's concerns, objections or corrections to 10 Associates Ltd. 10 Associates Ltd shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that 10 Associates Ltd ability to meet any and all schedules is entirely dependent upon The Client's prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in The Client's performance or Changes in the Services or Deliverables requested by The Client may delay delivery of the Deliverables. Any such delay caused by The Client shall not constitute a breach of any term, condition or 10 Associates Ltd obligations under this Agreement.
Testing and Acceptance. 10 Associates Ltd will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to The Client. The Client, within five (5) business days of receipt of each Deliverable, shall notify 10 Associates Ltd, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments The Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and 10 Associates Ltd will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from The Client, the Deliverable shall be deemed accepted.
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
- Coordination of any decision-making with parties other than 10 Associates Ltd;
- Provision of The Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
- Final proofreading. In the event that The Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product; The Client shall incur the cost of correcting such errors.
10 Associates Ltd retains the right to reproduce, publish and display the Deliverables in 10 Associates Ltd portfolios and Web sites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other's reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its Web site and in other promotional materials, and, if not expressly objected to, include a link to the other party's website.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (Confidential Information). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
RELATIONSHIP OF THE PARTIES
Independent Contractor. 10 Associates Ltd is an independent contractor, not an employee of The Client or any company affiliated with The Client. 10 Associates Ltd shall provide the Services under the general direction of The Client, but 10 Associates Ltd shall determine, in 10 Associates Ltd sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. 10 Associates Ltd and the work product or Deliverables prepared by 10 Associates Ltd shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to The Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
10 Associates Ltd Agents. 10 Associates Ltd shall be permitted to engage and/or use third party 10 Associates Ltd or other service providers as independent contractors in connection with the Services (Design Agents). Notwithstanding, 10 Associates Ltd shall remain fully responsible for such Design Agents compliance with the various terms and conditions of this Agreement.
No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, The Client agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any 10 Associates Ltd, employee or Design Agent of 10 Associates Ltd, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, The Client agrees that 10 Associates Ltd shall be entitled to an agency commission to be the greater of, either (a) 25% of said person's starting salary with The Client, or (b) 25% of fees paid to said person if engaged by The Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for The Client. 10 Associates Ltd, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by 10 Associates Ltd, and 10 Associates Ltd shall be entitled to offer and provide design services to others, solicit other The Clients and otherwise advertise the services offered by 10 Associates Ltd.
WARRANTIES AND REPRESENTATIONS
The Client represents, warrants and covenants to 10 Associates Ltd that (a) The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of the The Client Content, (b) to the best of The Client's knowledge, the The Client Content does not infringe the rights of any third party, and use of the The Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
To the best of 10 Associates Ltd knowledge, the Final Art provided by 10 Associates Ltd and 10 Associates Ltd subcontractors does not infringe the rights of any party, and in connection with the Project will not violate the rights of any third parties. In the event The Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of 10 Associates Ltd shall be void.
The Client agrees to fully indemnify and hold 10 Associates Ltd 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 permission. Any artwork, images, or text supplied or designed by 10 Associates Ltd on behalf of the customer, will remain the property of 10 Associates Ltd and/or our suppliers unless otherwise explicitly stated.
By The Client. The Client agrees to indemnify, save and hold harmless 10 Associates Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of The Client's responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances 10 Associates Ltd shall promptly notify The Client in writing of any claim or suit; (a) The Client has sole control of the defence and all related settlement negotiations; and (b) 10 Associates Ltd provides The Client with commercially reasonable assistance, information and authority necessary to perform The Client's obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by 10 Associates Ltd in providing such assistance.
By 10 Associates Ltd. Subject to the terms, conditions, express representations and warranties provided in this Agreement, 10 Associates Ltd agrees to indemnify, save and hold harmless The Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with 10 Associates Ltd representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of The Client provided that (a) The Client promptly notifies 10 Associates Ltd in writing of the claim; (b) 10 Associates Ltd shall have sole control of the defence and all related settlement negotiations; and (c) The Client shall provide 10 Associates Ltd with the assistance, information and authority necessary to perform 10 Associates Ltd obligations under this section. Notwithstanding the foregoing, 10 Associates Ltd shall have no obligation to defend or otherwise indemnify The Client for any claim or adverse finding of fact arising out of or due to The Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by 10 Associates Ltd.
Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF 10 Associates Ltd ARE SOLD AS IS. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF 10 Associates Ltd, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (10 Associates Ltd PARTIES), TO THE CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF J 10 Associates Ltd. IN NO EVENT SHALL 10 Associates Ltd BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY 10 Associates Ltd, EVEN IF 10 Associates Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
- Becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
- Breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
In the event of termination, 10 Associates Ltd shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by 10 Associates Ltd or 10 Associates Ltd agents as of the date of termination, whichever is greater; and The Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
In the event of termination by The Client and upon full payment of compensation as provided herein, 10 Associates Ltd grants to The Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by The Client as of the date of termination.
Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party's request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
Projects that have passed 30 days without contact or further instruction from The Client are deemed to be final
Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that 10 Associates Ltd invoices may include, and The Client shall pay, expenses or costs that The Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or e-mail, upon confirmation of receipt.
No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
Force Majeure. 10 Associates Ltd shall not be deemed in breach of this Agreement if 10 Associates Ltd is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of 10 Associates Ltd or any local, state, federal, national or international law, governmental order or regulation or any other event beyond 10 Associates Ltd control (collectively, Force Majeure Event). Upon occurrence of any Force Majeure Event, 10 Associates Ltd shall give notice to The Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United Kingdom without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its solicitor's fees and costs. In all other circumstances, the parties specifically consent to the local, and national courts located in the United Kingdom. The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. The Client acknowledges that 10 Associates Ltd will have no adequate remedy at law in the event The Client uses the deliverables in any way not permitted hereunder, and hereby agrees that 10 Associates Ltd shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
The Client Content. The Client Content, including all pre-existing Trademarks, shall remain the sole property of The Client or its respective suppliers, and The Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to 10 Associates Ltd a nonexclusive, non-transferable license to use, reproduce, modify, display and publish The Client Content solely in connection with 10 Associates Ltd performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. 10 Associates Ltd shall inform The Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances 10 Associates Ltd shall inform The Client of any need to license, at The Client's expense, and unless otherwise provided for by The Client, 10 Associates Ltd shall obtain the license(s) necessary to permit The Client's use of the Third Party Materials consistent with the usage rights granted herein. In the event The Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party art, The Client hereby indemnifies, saves and holds harmless 10 Associates Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of The Client's failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.
Preliminary Works. 10 Associates Ltd retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to 10 Associates Ltd within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of 10 Associates Ltd.
Original Artwork. 10 Associates Ltd retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The Client shall return all original artwork to 10 Associates Ltd within thirty (30) days of completion of the Services.
Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, 10 Associates Ltd assigns to The Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by 10 Associates Ltd for use by The Client as a Trademark. 10 Associates Ltd shall cooperate with The Client and shall execute any additional documents reasonably requested by The Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless 10 Associates Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of The Client's use and/or failure to obtain rights to use or use of the Trademark.
RIGHTS TO FINAL ART
Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, 10 Associates Ltd grants to The Client the rights in the Final Art as set forth in the proposal Any additional uses not identified herein or reselling of the artwork is not permitted without prior written consent.
The following Terms and Conditions of Service apply to all products and services provided by 10 Associates.
All work is carried out by 10 Associates Ltd on the understanding that the client has agreed to 10 Associates Ltd terms and conditions.
Copyright is retained by 10 Associates Ltd 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 design is presented, only one solution is deemed to be given by 10 Associates Ltd as fulfilling the contract. All other designs remain the property of 10 Associates Ltd, unless agreed in writing that this arrangement has been changed.
At the time of proposal, 10 Associates Ltd will provide the customer with a written estimate or quotation. The Terms and Conditions can be read on 10 Associates Ltd website.
A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to 10 Associates Ltd. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept 10 Associates Ltd terms and conditions. No work on a project will commence until 10 Associates Ltd has received either document.
Charges for design services to be provided by 10 Associates Ltd, will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer's signed acceptance of this estimate or quotation, indicating acceptance of the Terms Conditions, a non-refundable deposit of 50% of the quoted fee will become immediately due. Work on the project will not commence until 10 Associates Ltd has received this amount.
Payments may be made by cash, cheque, or (for overseas customers), Pound Sterling International Money Order or previously agreed electronic funds transfer.
Publication and/or release of work done by 10 Associates Ltd on behalf of the client, may not take place before cleared funds have been received.
Returned cheques will incur an additional fee of £20 per returned cheque. 10 Associates Ltd reserves the right to consider an account to be in default in the event of a returned cheque.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. 10 Associates Ltd shall be considered entitled to remove 10 Associates Ltd and/or the customer'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 it's obligation to pay the due amount. Customers whose accounts become default agree to pay 10 Associates Ltd reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Copyrights and Trademarks
By supplying text, images and other data to 10 Associates Ltd for inclusion in the customer'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 customer, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed 10 Associates Ltd on behalf of the customer, will remain the property of 10 Associates Ltd and/or it's suppliers.
The customer may request in writing from 10 Associates Ltd, the necessary permission to use materials (for which 10 Associates Ltd holds the copyright) in forms other than for which it was originally supplied, and 10 Associates Ltd may, at it's 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 10 Associates Ltd, the customer grants 10 Associates Ltd permission to use this material freely in the pursuit of the design.
Should 10 Associates Ltd, 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 10 Associates Ltd to remove and/or replace the file on the site.
The customer agrees to fully indemnify and hold 10 Associates Ltd 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.
The customer 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.
The customer also agrees that 10 Associates Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.
Any design, copywriting, drawing, idea or code created for the customer by 10 Associates Ltd, or any of it's 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 10 Associates Ltd and any of it's relevant sub-contractors.
The client should register all design work- where there is a risk that another party make a claim, with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. 10 Associates Ltd will not be held responsible for any and all damages resulting from such claims. 10 Associates Ltd is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold 10 Associates Ltd responsible for any such loss or damage. Any claim against 10 Associates Ltd shall be limited to the relevant fee(s) paid by the customer.
The client agrees to 10 Associates Ltd definition of acceptable means of supplying data to the company.
Text is to be supplied to 10 Associates Ltd in electronic format as standard text (.txt), MS Word (.doc) on floppy disc, or CD-ROM, or via e-mail.
Images, which are supplied in an electronic format, are to be provided in a format as prescribed by 10 Associates Ltd via floppy disc, CD-ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and 10 Associates Ltd will not be held responsible for any image quality which the client later deems to be unacceptable. 10 Associates Ltd 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.
Design Project Duration
Any indication given by 10 Associates Ltd of a design project's duration is to be considered by the customer to be an estimation. 10 Associates Ltd 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 10 Associates Ltd for the initial payment or by date confirmed in writing by 10 Associates Ltd.
Rights of Access for Website Construction
The client agrees to allow 10 Associates Ltd 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 10 Associates Ltd 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 10 Associates Ltd with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
Design Project Completion
10 Associates Ltd considers the design project complete upon receipt of the customer's signed Approval form. Other services such as printing, display panel production, website uploading, publishing etc either contracted on the clients behalf constitute a separate project and can be treated as a separate charge.
Website design only
Once web design is complete, 10 Associates Ltd will provide the customer with the opportunity to review the resulting work. 10 Associates Ltd 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 10 Associates Ltd by e-mail.
10 Associates Ltd 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.
10 Associates Ltd may request that clients change the type of hosting account used if that account is deemed by 10 Associates Ltd to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees due to the hosting organisation are the responsibility of the client and 10 Associates Ltd are not liable for their payment.
10 Associates Ltd cannot guarantee the availability of any domain name. Where 10 Associates Ltd 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.
Search Engine Submission
Due to the infinite number of considerations that search engines use when determining a site's ranking, 10 Associates Ltd 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.
The customer agrees to allow 10 Associates Ltd to place a small credit on printed material exhibition displays, advertisements and/or a link to 10 Associates Ltd 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 10 Associates Ltd to place websites and other designs, along with a link to the client's site on 10 Associates Ltd own website for demonstration purposes and to use any designs in its own publicity.
Rights of Refusal
10 Associates Ltd 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. 10 Associates Ltd also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that 10 Associates Ltd does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow 10 Associates Ltd to remove the contravention without hindrance, or penalty. 10 Associates Ltd is to be held in no way responsible for any such data being included.
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, 10 Associates Ltd will need formal notification in writing to the company's postal 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 10 Associates Ltd within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
10 Associates Ltd makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. 10 Associates Ltd will not be held responsible for any and all damages resulting from products and/or services it supplies. 10 Associates Ltd 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 10 Associates Ltd responsible for any such loss or damage. Any claim against 10 Associates Ltd shall be limited to the relevant fee(s) paid by the customer.
10 Associates Ltd 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. 10 Associates Ltd will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
10 Associates Ltd 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. 10 Associates Ltd 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.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. 10 Associates Ltd reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
Acceptance of Quotation and Terms and Conditions
The placement of an order for design and/or any other services offered by 10 Associates Ltd and validated by the customer's signature on the estimate or quotation form, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and 10 Associates Ltd.
10 Associates (www.10associates.co.uk)
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