Terms and Conditions of Service

The following Terms and Conditions of Service apply to all products and services provided by Roseblade Media Limited.

Roseblade Media Limited (“Us”, “Our”, “We”), a company registered in England and Wales, number 09984357, at the registered office of Access 465, Rassau, Ebbw Vale, NP23 5SD. Roseblade Media Limited will be referred to Roseblade Media herein.

Our website is available at https://roseblade.media Any references to our website herein relate to the site hosted at this web address.

The headings and numbering in these Terms and Conditions of Service are inserted for convenience only and shall be ignored in construing this agreement.

1. Definitions

For the avoidance of doubt, these terms and conditions apply under the jurisdiction of English and Welsh courts. The following definitions also apply, unless otherwise stated:

‘Working Day’ means a day other than a Saturday, Sunday or public or bank holiday. A bank holiday is classed as a day when banks in Wales are closed for business.

‘Client’ means the entity who purchases Services from Roseblade Media (“You”).

‘Services’ means the services Roseblade Media will provide to the Client as specified in the Estimate or Proposal.

‘Proposal’ means the document supplied to the Client by Roseblade Media outlining the work to be carried out with estimated costs.

‘Estimate’ means the document supplied to the Client by Roseblade Media via QuickFile, or by email outlining an estimated cost for the work to be carried out.

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

‘Third Party Services’ means a service supplied by a business other than Roseblade Media either directly or indirectly to the Client.

‘Terms’ means these terms and conditions as updated from time to time by Roseblade Media.

‘QuickFile’ means the online accounting package used by Roseblade Media for the issuing of invoices and estimates, and by the Client for viewing, accepting and querying estimates, and for viewing, paying and querying invoices, and is operated by Quick File Limited.

‘Content Management System’ means the system to which you can manage website content. Roseblade Media may use a software package such as Silverstripe.

‘Framework’ means the coding framework used as the foundation of a website. Roseblade Media may use a framework such as CodeIgniter for the underlying workings of a website, or a styling framework such as Bootstrap for the look of a website.

2. General

All work is carried out by Roseblade Media on the understanding that the Client has agreed to the following terms and conditions.

Copyright is retained by Roseblade Media on all creative design work including but not limited to campaign advertising slogans, pictures, ideas, visuals and illustrations until all costs have been settled.

If the Client is presented with several designs as a choice, only one will be transferred to the Client as part of fulfilling the service and/or contract. All other designs remain the property of Roseblade Media unless otherwise agreed in writing.

Project acceptance

At the time of proposal, Roseblade Media will provide the Client with a written estimate or quotation.

The Client may send an official order in reply to the estimate or quotation, or an email

acknowledging acceptance of the quotation, or acceptance of the estimate via the online account portal (QuickFile), which binds the Client to accept Roseblade Media’s terms and conditions.

No work on a project will commence until acceptance of the quotation and a non‐refundable deposit has been received by Roseblade Media, unless otherwise agreed in writing.

Payment

Clients will normally be invoiced on completion of work on our standard fourteen (14) days terms.

For projects with more than one milestone, including but not limited to website development, we will require staged payment. This will be detailed in the Contract of Work, or Service Agreement, document supplied upon acceptance of the quotation or estimate.

All new Clients are required to pay in full prior to Roseblade Media commencing work, unless otherwise agreed in writing.

Payments may be made by bank transfer, credit or debit card, direct debit or cheque.

Transaction fees may be applicable. You will be notified prior to making payment.

All prices stated exclude Value Added Tax (VAT) at the relevant prevailing rate.

Publication and/or release of work undertaken by Roseblade Media on behalf of the Client may not take place before cleared funds have been received.

Roseblade Media reserves the right to consider an account to be in default in the event of a returned cheque.

Deposit

For new Clients, or for projects with more than one milestone, a non‐refundable deposit will be required after the acceptance of an estimate, but prior to any work starting. The amount of deposit will depend on the value of your project, as set out in the payment schedule in the Contract of Work or Service Agreement.

Default

An account shall be considered default if it remains unpaid the day after the due date of invoice, or following a returned cheque.

Roseblade Media shall be considered entitled to remove any material belonging to the Client and/or Roseblade Media 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, web hosting, domain registration, search engine submission, design and maintenance, sub‐contractors, printers, and photographers.

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

Clients whose accounts become default agree to pay Roseblade Media reasonable legal expenses and third party collection agency fees in the enforcement of these terms and conditions.

Interest and/or late payment fees may be charged in accordance with the Late Payment of

Commercial Debts (Interest) Act 1998.

Copyrights and Trademarks

By supplying text, images and other data to Roseblade Media 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 images purchased on your behalf does not necessarily imply copyright ownership or guarantee unrestricted use, and may be purchased under a licence agreement.

Any artwork, images, or text supplied and/or designed by Roseblade Media on behalf of the Client, will remain the property of Roseblade Media and/or its suppliers in accordance with the Copyright, Designs and Patents Act 1988.

The Client may request in writing from Roseblade Media the necessary permission to use materials (for which Roseblade Media holds the copyright) in forms other than for which it was originally supplied, and Roseblade Media 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 Roseblade Media, the Client grants Roseblade Media permission to use this material freely in the pursuit of the design.

Should Roseblade Media 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 Roseblade Media to remove and/or replace the file on the media.

The Client agrees to fully indemnify and hold Roseblade Media 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.

Alterations

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. The Client also agrees that Roseblade Media holds no responsibility for any amendments made by any third party before or after a design is published.

Licensing

Any design, copywriting, drawing, idea or code created for the Client by Roseblade Media, or any of its contractors, is licensed for use by the Client on a one‐time only basis and may not be modified, reused, or re‐distributed in any way or form without the express written consent of Roseblade Media and any of its relevant sub‐contractors.

Where there is a risk that another party makes a claim against the Client over any design work, the Client will be responsible for registering the work with the appropriate authorities prior to its first use or publishing, or legal advice and searches sought as to its use.

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

Rights of refusal

Roseblade Media 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.

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

Cancellation

Cancellation of orders may be made initially in writing by post or by e‐mail, however, following this 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 14 days. Any cancellation which is not formally confirmed in writing and received by Roseblade Media within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.

Where media has been booked with a third-party agency (including, but not limited to press, 48 sheets, 6 sheets and radio), a cancellation may be made in line with the terms and conditions of the media agency. 

If a media booking is cancelled, a cancellation fee may be enforced by the media agency, payable via Roseblade Media. The Client will be invoiced for any cancellation fees which will be payable within 14 days from the date of the invoice over and above the non‐refundable deposit.

Where a booking is for media managed by Roseblade Media, the cancellation terms will be present in the Contract of Work or Service Agreement and would apply in that situation.

We recommend cancelling media at the earliest opportunity to avoid any unwanted charges or fees.

Project duration

Any indication given by Roseblade Media of a project's duration is to be considered by the Client to be an estimate. Roseblade Media 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 Roseblade Media for the initial payment, by the date a Contract of Work or Service Agreement has been signed, or by date confirmed in writing by Roseblade Media, whichever is later.

Disclaimer

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

Roseblade Media 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 Roseblade Media responsible for any such loss or damage. Any claim against Roseblade Media shall be limited to the relevant fee(s) paid by the Client. Roseblade Media 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. Roseblade Media will not knowingly perform any actions to contravene these and the Client also agrees to be so bound.

Roseblade Media 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 ten percent (10%) above or below the agreed amount ordered. Roseblade Media recommends that extra time is always allowed for print related jobs.

Acceptance of Terms and Conditions and Quotation

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

An estimate validated by confirmation of approval to proceed with the project by the Client by e‐mail or in writing 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 Roseblade Media.

Design credits

The Client agrees to allow Roseblade Media to place a small credit in the form of a link to Roseblade Media’s own website on the Client's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page and styled in line with Roseblade Media’s branding unless unsuitable.

The Client also agrees to allow Roseblade Media to place websites and other designs, along with descriptions and/or testimonials relating to the Client's projects on Roseblade Media’s own website for demonstration purposes and to use any designs in its own publicity and portfolios, unless agreed in writing with the Client, or if the work is covered by a Non-Disclosure Agreement.

General

Roseblade Media reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

3. Creative Design Services

Charges for creative design services to be provided by Roseblade Media will be set out in the written estimate or quotation that is provided to the Client. This may be presented in email or in a formal estimate by Roseblade Media.

Charges for creative design work do not cover the release of copyright design files including ai, psd, png, eps, jpg or any other source files; if the Client requires these files they will be subject to a separate quotation or ‘buy‐out’ charge.

Publication and/or release of work done by Roseblade Media 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 by email or letter must be given before Roseblade Media will release it for publication or print. Whilst all efforts will be made by Roseblade Media to ensure the accuracy of work, no liability can be accepted by Roseblade Media for errors not highlighted by the Client prior to written approval for publication or print.

Data formats

The Client agrees to Roseblade Media’s definition of acceptable means of supplying data to the company.

Text is to be supplied to Roseblade Media in electronic format as standard text (.txt), email,

Microsoft Word (.doc/.docx), unprotected PDF, by using an agreed method, including but not limited to, Dropbox or another secure file transfer service, or via e‐mail.

Images which are supplied in an electronic format are to be provided in a format as prescribed by Roseblade Media via an agreed method, including but not limited to, CD‐ROM, e‐mail or by a secure file transfer service. 

Images must be of a quality suitable for use without any subsequent image processing, and Roseblade Media will not be held responsible for any image quality which the Client later deems to be unacceptable.

Roseblade Media cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.

Working Limits

All estimates provided by Roseblade Media, where a cost has been included for artwork (including creation and/or amendments) is limited to five drafts. Any further drafts created over and above this limit will be charged at the prevailing hourly rate. Where multiple design options are presented as part of the design process, these will be treated as one draft.

4. Website Design And Development

Roseblade Media require 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, colours, structure or content which require changes to the template will incur an additional charge.

Once web design is complete, Roseblade Media will provide the Client with the opportunity to

review the resulting work. Roseblade Media 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 Roseblade Media by e‐mail.

Roseblade Media 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.

Roseblade Media cannot be held responsible for any layout or design issues once final sign off has been received. Any changes made using the content management system, where applicable, are made at your own risk.

Rights of access for website construction

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

Hosting websites

All hosted websites are subject to the separate hosting terms and conditions, available on our website.

Domain registration

All domain names are subject to the separate domain name terms and conditions, available on our website.

Search engine submission

Due to the infinite number of considerations that search engines use when determining a site's ranking, Roseblade Media 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.

Roseblade Media recommends that Clients use a professional Search Engine Optimisation (SEO) specialist and Roseblade Media can assist with SEO services. Alternatively, Roseblade Media can arrange for third party SEO consultancy, but can accept no responsibility for their services.

5. Email Marketing

The Client agrees to have the correct permission from anyone included in mailing lists supplied to Roseblade Media for the purpose of email campaigns.

When supplying a managed Email Marketing service, Roseblade Media will grant access to RM Mail (‘Email System’) for the Client to review campaigns and their relevant reports.

Where agreed, the Client may access the Email System to send their own email campaigns at the fees agreed and stated within the Email System itself. Alternatively, this may also be done via an agreed method such as your own website developed by Roseblade Media.

The Client agrees that any subject lines used in the Email System will not be deceptive and will accurately reflect their business and the email content.

Any emails sent through the Email System will be delivered through Amazon Web Services. Roseblade Media cannot guarantee the deliverability of emails through this system, nor the availability of the system itself.

Any scheduled emails sent through the Email System may not be sent at the scheduled time specified. Roseblade Media reserves the right to amend this to ensure system performance.

6. Pay Per Click Services

The Client agrees to grant access to any relevant pay per click (PPC) accounts within seven (7) calendar days of the agreement start date.

An initial set up fee will be payable to Roseblade Media in line with your agreement.

A monthly management or consultation fee will be payable to Roseblade Media in advance of the related period.

Any fees incurred as a result of your advertising campaign will be payable directly to the pay per click platform provider unless otherwise agreed.

Roseblade Media cannot be held responsible for any fees incurred as a result of actions of other users who have access to your pay per click accounts.

While every effort will be made to ensure the best results for the Client, Roseblade Media cannot guarantee the position, approval, impressions, click through rate or converted clicks for any ads managed by them.

Roseblade Media accepts no responsibility for any detrimental effect on the Client’s website search engine rankings which are as a result of the Client or any third party, including but not limited to, alterations to the website.

If during the term of the agreement the Client amends or denies access to the pay per click accounts, this will not affect the agreement duration.