These terms of business govern the purchase of any products and/or services offered. Please read carefully before purchasing any product or service, should you not agree with any clause contained within these terms then please do not continue to purchase from Astro Digital as you will be bound by the said provision contained here within.
Standard terms and conditions of business.
This document (referred to as ‘agreement’ or ‘contract’) forms an agreement that becomes binding between the person, company, firm or other legal entity (referred to as ‘you’ ‘client’ or ‘user’) on the date of using the website and/or purchasing products and/or services.
Astro Digital (referred to as ‘Astro Digital’, ‘us’, ‘our’ or ‘we’) means any of its staff, Directors or premises owned or controlled by Astro Digital.
These terms apply to all services that we provide and may be amended or terminated at any time. Any termination or amendment will be effective from the date the amended version is posted onto our website. The revised date will indicate the last amendment. Continuous use of the services after the date of amendment will signify your acceptance of the revised terms.
Where products and/or services are accepted and/or purchased on behalf of a company or other legal entity you confirm that you have the authority to enter into such an agreement with us.
Any person under the age of 18 is not permitted to use or purchase of services.
Third Party (referred to as ‘third party’) means person, group or company beside the two main people/companies or legal entities involved in this agreement. We do not accept responsibility or liability in any way of any act or omission provided or quality of service, content or publications provided by the third party in question.
Any security and privacy practices or policies stated by third party websites are referred to on their own websites; please ensure to view such documentation accordingly.
Should we believe that the user has breached any of these terms we will take necessary action, which may include the temporary suspension or even deletion of your account, prohibit your access to (purchase) services. Alternatively, we may report you to authorities, the police and/or commence legal proceedings against you.
Quotations are valid for a period of 28days unless stated otherwise.
A 50% deposit is due 7 days prior to commencement of works, but we reserve the right to use our discretion in regards to this matter.
Invoices are due for payment within 7 days of the invoice date and time is of the essence. Payment may be made either by debit card or by bank transfer (BACS). Our bank details are printed on your quotation.
We offer payment plans on the basis of the first months instalment acting as a deposit, the residual balance may be paid over 3-12 months in equal instalments.
Should payment plans be defaulted upon we reserve the right to demand immediate payment and we reserve the right to suspend services/or part of any services, without notice, until overdue payments are made.
Until full payment has been received Astro Digital retains ownership of all original designs, files and/or parts contained therein, whether preliminary or final. Upon full payment, we shall transfer the ownership of the final designs or files to use and distribute as you wish.
In respect of invoices for Third Party payments, payment shall be made on receipt of the invoice.
Astro Digital reserves the right to suspend products and/or services (or part of any services), without notice, until overdue payments are made.
The client shall not be entitled to set-off or withhold payments claimed or due to Astro Digital in respect of any agreements, whether express or implied.
Fees are quoted and payable in GBP (sterling) and services will not be provided until funds have cleared.
The client shall not be entitled to set-off or withhold payments claimed or due to Astro Digital in respect of any agreements, whether express or implied.
Unless otherwise agreed in writing, we reserve the right to charge interest on overdue invoices at a rate of 8.0% over the Bank of England base rate from the date the invoice became overdue until payment is made and the account settled, this is in line with relevant statute.
If we are required to issue proceedings to recover any fees or disbursements and we are successful in such proceedings, you agree that you will pay our legal/advisory costs of such proceedings even if the amount claimed is suitable for the small claims track.
In the event of a dispute we are willing to consider Mediation or Arbitration. The cost of the proceedings, disbursements, facilities and fees to be split between the parties. However, subject to the applicable Arbitration legislation, the Arbitrator may determine who shall be responsible for the costs of the Arbitration and shall set out that determination in any Award.
We reserve the right to suspend services/or part of any services, without notice, until overdue payments are made.
Cancellation of user accounts may be done by contacting us directly at email@example.com. Fees for services provided will not be refunded. However, after cancellation, no further fees will become due and services by Astro Digital will cease.
Astro Design Services
Astro Digital provides services for Design, Web, Copywriting and Printing.
All our services shall be delivered to the user remotely via the internet. Services are deliverable Monday-Friday 9.00am-5.00pm (excluding Bank Holidays).
We accept no responsibility for the provision or interruption of internet access by individual internet providers.
The scope of the work will be agreed from the outset and we will not be liable for matters that are outside the scope of the work agreed.
Designs will be sent to the client by way of email and we can discuss feedback on said designs. The client is allowed three revisions or alterations of the design. Thereafter, we reserve the right to charge for additional amendments.
If the design needs to be amended to the extent that substantially alters the specifications described in the original estimate, we will submit a revised proposal/estimate to the client; these revised additional fees must be agreed to by both parties before further work proceeds.
Designs will only be signed off by way of email confirmation to ensure that completion is documented between the parties.
Once a design has been signed off as per clause 24, the final files will be created and the matter considered complete. Therefore, any further works will be chargeable.
Upon instruction of works on the website, the client is required to supply all imagery and content for all pages. We may provide stock imagery for an additional fee.
The client acknowledges that we are not responsible for checking, monitoring or moderating any content and that they remain solely responsible for all content that they upload and/or submit.
We will provide the client with reasonable access to the website (whist under construction) in order for testing and acceptance purposes.
We will use reasonable endeavours to perform the services in accordance within agreed timescales. However, we cannot guarantee that that timetable will be met if there is delays from the client in providing content or due to other unforeseen delays beyond our control.
The client will have deemed to have accepted the final website build if they do not provide any feedback, and/or signoff approval in respect of build/content within 5 working days from the date of being notified of completion.
Our websites are built and developed to work primarily across all major browsers and platforms including other devices such as mobile phones and tablets. However, we cannot guarantee complete and/or long term compatibility across every major browser, platform or device due to updates/upgrades by the individual providers/suppliers.
We are not liable for any loss or damage as a result of not using a secure internet access and consequently not protecting yourself from viruses, malware, Trojans horses or other destructive content when accessing our website.
We may also suspended or terminate accounts by the lawful request of any public authority.
Astro Digital will use best endeavours to comply with all directions and requests for information to be included in any design or copywriting project. However, the responsibility for the accuracy of all information supplied by the client shall rest with the client and no liability will be accepted by us.
We reserve the right to charge for any works in relation to any errors where copy or design is in accordance with a final proof which has already been approved by the client.
Astro Digital will produce the finished works according to an agreed creative brief, either on or before the completion date agreed by both parties. The client must submit any requests for amendments or revisions within 5 working days of receipt of the finished works. Failure to do so will constitute the client’s approval of the finished works, and we shall raise an invoice for the full contract fee. An additional charge will be made for any revisions or amendments that are requested after the 5th working day; or that are requested after the work has entered the public domain; or that fall outside the scope of the creative brief.
In respect to printing proofs, the client acknowledges that they shall be responsible for checking the proofs are in accordance with the specification set out by the Parties.
The client agrees that any specification for the provision of the printing services (such as spelling, grammar, colour, size, layout, position, folding etc), shall be the responsibility of the client and not Astro Digital.
We shall be entitled to use the approved proof as the basis for carrying out the remainder of the Printing Services.
The client acknowledges and accepts that colours used in proof are not necessarily identical to the final printed material and such variations that are caused by equipment, ink, paper and proofing processes used in producing the final document.
Printed documentation shall not pass to the client until payment is made in full (cleared funds), thereafter the risk will pass to the client with the requested material.
Astro Digital gives no warranty or condition as to the quality or fitness for any purpose of the Printed Material. All conditions or warranties, expressed or implied (whether by statute or otherwise), (or any information contained in the printed material) are expressly excluded.
Once the printing is delivered to the client this shall be taken as conclusive evidence that the client has examined the printed material and that it conforms with the contract description, is in good order, is of satisfactory quality and is fit for purpose.
We reserve the right to not point any material that we consider: defamatory; illegal, discriminatory, contain any designs, images, graphics or photographs which are illegally racist, discriminatory, sexually explicit or that infringe or breach the intellectual property rights of a third party.
The client accepts responsibility, where printing is electronically received, that is formatted in accordance with any specification, layout or design or in accordance with any estimate or order.
The clients agrees and acknowledges that any electronic files may be subject to corruption or alteration which is not within the reasonable control or reasonable knowledge of Astro Digital and they accept responsibility to make a back up.
The client agrees to co-operate with Astro Digital and follow reasonable instructions and procedures in respect of the agreement or services provided.
The client agrees to provide us upon request relevant information and/or images, in the stated format, as requested by us, at any point in the agreement.
The client fully agrees to cooperate with Astro Digital and agrees that all information, data and documentation provided by them is correct, not misleading, and supplied in a timely manner.
We have a duty to ensure that all material produced is acceptable, factual and legal. Due to the fact that we may not be an expert in the subject area of the client’s business, the client will be responsible for the accuracy and completeness in its entirety and shall indemnify Astro Digital for any liability arising in relation to this.
The client agrees to let Astro Digital use produced advice, services, information and material in any of its own marketing and PR work and promote the same as it sees fit, whether this be published or online either on its own website or social media platforms.
Our quotes are produced with as much detail as possible to avoid any misunderstandings. If we have omitted something that you would like included, please let us know and we will revise the quotation accordingly.
If we are required to undertake additional work outside the agreed scope of the services agreed in your quote or time constraints are needed for deadlines or completion dates additional charges will be agreed by the parties either verbally or by written agreement and charged at the agreed rate.
Termination, Modification, interruption and Force majeure.
We reserve the right to modify or terminate Astro Digital with or without notice to the user.
We shall not be liable to the user or any third party should we wish to modify or terminate Astro Digital.
The user acknowledges and accepts that we do not guarantee continuous, uninterrupted or secure access to Astro Digital and the operation of the same.
We may decide to stop our service to you, without notice, as a result of circumstances out of our control such as (but not exhaustive) impossibility of performance, acts of nature, act of God, epidemic, pandemic, legislation, war, fire, drought, power failure, lock-out or strike, providing incorrect information which we have relied on, material breach of your obligations to us. Should this occur then you are liable for our charges and expenses up to the point of us notifying you of our intentions.
Astro Digital may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under the contract to any third party or agent.
The client shall not, without the our prior written consent assign, transfer, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under the contract.
The fees referred to for our services on our website are all subject to the addition of VAT where applicable (and any other taxes whether UK or overseas which may arise). All fees will state VAT amounts, which is currently 20%.
Content made available by us or made available through us is owned by us, our partners or other content providers and includes but is not limited to text, images, visual content, source code, trademarks and is protected by intellectual property law, unless ownership is expressly transferred to the client.
Astro Digital reserves the right to use the completed project and any preliminary designs for the purpose of publications, marketing and promotional purposes.
We do not permit the user, without prior written consent from us to:
Copy our content;
Distribute our content; adapt, modify or translate our content;
Use, lease or attempt to grant others the right to our content; or
Use Astro Digital brand or third party trademarks or use such branding or trademarks to suggest we are affiliated or endorse you.
In respect of third party intellectual property that is featured on our website – this may be owned by the third party and does not belong to us and remains the property of the third party proprietor. Therefore, you agree not to access or use third party intellectual property.
If you believe that content made available by us infringes any copyright or intellectual property rights please contact us at firstname.lastname@example.org with your concerns or request to remove the allegedly infringing content and supply us with the information that will enable us to locate the alleged infringing content.
We will not disclose to any third party any personal data without your consent unless requested in accordance by agencies or for regulatory purposes.
If for any reason you are dissatisfied with the service provided, you should first of all refer it to Complaints Team at email@example.com or to our registered address (Digital Mansion The Mansion House Pickwick Road Corsham SN13 9BL) who will investigate and take appropriate action.
Limitation of liability
You agree not to bring any claim for any losses against any member, officer, director, employee or consultant of Astro Digital. You hereby agree that a staff member of Astro Digital does not have a personal duty of care to you and any claim for losses must be brought against the company.
We shall not be liable to the user for any damages whatsoever including any special, indirect damages, loss of profits, revenue or goodwill or any type of consequential loss, business interruption or loss or damage of information or data whether in contract or tort (including but not limited to negligence) in equity, statute or otherwise and whether there has been detriment or suffering as a result of third party action, even where it was reasonably foreseeable or where the client had been advised of the possibility of the matter/action occurring.
We will not be liable for any third party or in respect of any consequential losses or loss of profits.
The exclusions and limitations in this paragraph will not exclude or limit any liability for fraud or dishonesty or for liabilities which cannot lawfully be limited or excluded.
You agree to indemnify us, our partners, affiliates, officers and employees, harmless from any claim or demand against all costs, claims, charges and expenses which we shall incur by reason of (but not limited to):
Use of any of our website or property for purposes other than those agreed by us.
Misrepresentation by you or with your authority to third parties of advice given by us.
Misrepresentation to third parties of the extent of our involvement in any particular service provided to you
You undertake to indemnify us against all costs, claims, charges and expenses of whatever nature which may arise as a result of any such information proving to be inaccurate (whether wholly or in part) or incomplete. Including obtaining advice in respect to any settlement arising from libellous, infringement, proprietary or personal rights in providing services to you.
The client agrees that, where necessary, any trademark, copyright, legal searches and patent infringement clearances have been obtained prior to instructing us and the client further agrees to indemnify us of the same should such clearances, licences or royalty payments not have been cleared and/or paid prior to us commencing works or publications.
Law and Jurisdiction
These terms of business are subject to the laws of England and Wales. Any dispute or legal issue shall be subject to the exclusive jurisdiction of the English Courts. Should a court rule that any clause within these Terms are invalid/unenforceable this will not affect the validity of the rest of the Terms, which will remain in force.
In the event of a dispute, we are willing to consider Mediation or Arbitration. The cost of the proceedings, disbursements, facilities and fees to be split between the parties. However, subject to the applicable Arbitration legislation, the Arbitrator may determine who shall be responsible for the costs of the Arbitration and shall set out that determination in any Award.