Terms & Conditions

Definitions:

• Customer: Refers to the individual, company, or entity engaging the Supplier’s services under these Terms & Conditions and any associated agreements, proposals, or contracts.
• Supplier: Refers to Your Digital Media, the e-commerce web agency providing website development and related services as outlined in these Terms & Conditions and any associated agreements, proposals, or contracts.

1. Customer's Obligations

1.1 Provision of Materials: The Customer is responsible for providing all materials (Customer Material) required for the development of the website, as per the agreed specifications. All materials must be provided in a format suitable for incorporation without any modifications by the Supplier.

1.2 Licensing and Fees: The Customer is solely responsible for any licensing or fees associated with the materials provided. This includes ensuring that all necessary licenses are obtained and maintained for the use of these materials in the final website solution.

1.3 Indemnity for Intellectual Property Infringement: If any third party claims that the Customer Material infringes their intellectual property or other rights, the Customer agrees to indemnify and hold the Supplier harmless from any such claims, including any legal fees incurred.

1.4 Acquisition and Management of Licensed Materials: The Customer is responsible for acquiring, managing, and maintaining all necessary licensed materials such as fonts, stock media, content, and access to platforms, hosting services, and plugins. All costs related to these materials are the responsibility of the Customer, even if the Supplier has not explicitly advised on these costs.

1.5 Responsibility for Licensing: The Customer acknowledges the importance of proper licensing and agrees to bear all risks and responsibilities associated with the use of unlicensed materials. The Supplier is not liable for any infringements or legal issues that may arise from the use of such materials.

1.6 Project Inactivity: If there is a lack of communication, interaction, or delays from the Customer's side resulting in 60 days of inactivity, the Supplier reserves the right to re-evaluate the project's scope, timeline, and cost.

2. Intellectual Property

2.1 Ownership: Upon project completion and full payment of any outstanding service fees, all intellectual property rights in the website, including the design and content, will vest in the Customer.

2.2 Supplier's License to Display Work: The Customer grants the Supplier a non-exclusive license to showcase the creative work, including sketches, work-in-progress designs, and the completed project, in the Supplier's portfolio, articles, magazines, and books. This does not include the publishing of any confidential or sensitive information.

2.3 Referral Link: The Supplier reserves the right to include a referral link within the developed material and website. The Customer may request to exclude this link, which may incur additional costs.

3. Confidentiality

3.1 Non-Disclosure: Neither party shall use or disclose the other party's confidential information without prior written consent, unless required by law or regulatory authority.

3.2 Permitted Use: Confidential information may be used solely for fulfilling obligations or exercising rights under these T&Cs and may be disclosed to personnel or advisors as necessary, provided reasonable steps are taken to maintain confidentiality.

3.3 Security Measures: Each party must implement and maintain effective security measures to prevent unauthorized use or disclosure of the other party's confidential information.

3.4 Return of Confidential Information: Upon request or termination of the agreement, all confidential information in possession or control must be returned or destroyed, as directed by the disclosing party.

4. Liability

4.1 Exclusion of Liability: To the fullest extent permitted by law, the Supplier excludes all liability for loss of data, business interruption, or any consequential or incidental damages.

4.2 Exclusion of Warranties: All representations, warranties, or terms not expressly set out in these T&Cs are excluded to the fullest extent permitted by law.

4.3 Limitation of Liability: The Supplier's total aggregate liability for any claims arising from these T&Cs is limited to the fees payable under the relevant agreement.

4.4 Contributory Liability: Liability for any claim will be reduced to the extent that the other party contributed to the damage arising from the claim.

4.5 Compliance with Legislation: These T&Cs are subject to any applicable legislation that prohibits or restricts the exclusion, restriction, or modification of implied warranties or obligations. If such legislation applies, the Supplier's liability is limited, at the Supplier's option, to the resupply of services or payment of the cost of resupply.

5. General Provisions

5.1 No Partnership or Agency: These T&Cs do not create any partnership or agency relationship between the parties.

5.2 Severability: If any provision of these T&Cs is found to be invalid or unenforceable, it will be severed without affecting the validity of the remaining provisions.

5.3 Supplementary Agreement: These T&Cs are intended to complement and be read in conjunction with any specific agreements, proposals, or contracts signed between the parties. In the event of any conflict between these T&Cs and any specific signed agreement, the terms of the signed agreement shall prevail.

5.4 Amendments: These T&Cs may only be amended by a document signed by both parties.

5.5 Waiver: A provision or right under these T&Cs may not be waived or varied except in writing signed by the person to be bound.

5.6 Force Majeure: Neither party will be responsible for a failure to comply with obligations under these T&Cs if such failure is caused by a force majeure event. If a force majeure event affects performance for more than 30 consecutive days, either party may terminate the agreement with written notice.