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Terms and Conditions of Business

Last updated: September 2025

These Terms and Conditions ("Terms") govern the provision of web design and development, brand design, logo design, graphic design, web hosting, print design, and large format printing services ("Services") by RMD Trading Limited, trading as 'Overstone', a company registered in England and Wales (company number 11656826), registered address 44 Furlong Close, Northampton, NN17 5AW ("Company", "we", "us", "our") to clients ("Client", "you", "your").

By engaging our Services, instructing us to commence work, or making payment toward a project, you agree to be bound by these Terms in full.

1. Definitions and Interpretation

1.1 In these Terms, the following definitions apply:

"Agreement" means the contract between the Company and the Client comprising these Terms, the Project Specification, and any written amendments agreed by both parties.

"Artwork" means any logo, brand identity, graphic design, illustration, or print-ready file created by the Company for the Client.

"Brand Guidelines" means documentation specifying the Client's brand identity including logos, colour palettes, typography, and usage rules.

"Client Materials" means all content, text, images, logos, data, credentials, and other materials provided by the Client for inclusion in the Project.

"Completion" means the point at which the first draft of the deliverable (whether Website, Artwork, or other output) has been developed in accordance with the Project Specification and is ready for Client review.

"Deliverables" means the final outputs of the Services, which may include websites, logos, brand identities, graphic designs, print materials, or hosted services.

"Deposit" means the initial payment of 50% of the Total Project Fee payable upon acceptance of a quotation.

"Final Delivery" means the point at which final files are delivered to the Client or, in the case of web projects, migration to the Client's live domain.

"Hosting Package" means the web hosting service tier selected by the Client, including storage space, bandwidth, and features as specified.

"Print Specifications" means the technical requirements for print projects including size, material, quantity, finish, and delivery requirements.

"Project Specification" means the agreed scope of work including deliverables, features, functionality, quantities, and specifications as agreed in writing or via email.

"Proofs" means preliminary designs, mockups, or samples provided to the Client for review and approval before final production.

"Website" means the website to be designed and developed under this Agreement.

"Working Days" means Monday to Friday, excluding public holidays in England and Wales.

2. Scope of Services

2.1 The Company provides the following services: (a) Web Design and Development: Creation of websites including responsive design, custom coding, content management systems, and e-commerce functionality; (b) Brand Design and Logo Design: Development of brand identities, logo concepts, brand guidelines, and visual identity systems; (c) Graphic Design: Creation of marketing materials, social media graphics, digital assets, illustrations, and visual content; (d) Web Hosting: Provision of server space, bandwidth, and infrastructure for hosting websites and web applications; (e) Print Design: Design and production of printed materials including business cards, brochures, flyers, and stationery; (f) Large Format Printing: Production of banners, posters, signage, exhibition displays, and other wide-format printed materials.

2.2 Services shall be provided in accordance with the Project Specification as agreed with the Client.

2.3 The Project Specification forms part of this Agreement. Any work falling outside the agreed Project Specification shall be treated as additional work and charged separately at the Company's prevailing rates.

2.4 The Company shall use reasonable skill and care in providing the Services, consistent with industry standards for creative and digital agencies.

2.5 For print and large format projects, the Client acknowledges that slight variations in colour, finish, and materials may occur due to the nature of physical production processes and differences between digital proofs and final printed products.

3. Payment Terms

Web Design and Development Projects

3.1 The Client agrees to pay the Total Project Fee according to the following payment structure: (a) 50% Deposit upon acceptance of quotation and prior to commencement of work; (b) 40% upon Completion of the first draft of the Website; (c) 10% upon Final Delivery and migration to the Client's live domain.

Brand Design, Logo Design, and Graphic Design Projects

3.2 (a) 50% Deposit upon acceptance of quotation and prior to commencement of work; (b) 50% upon presentation of final concepts and before delivery of final files.

Print and Large Format Printing Projects

3.3 (a) 50% Deposit upon acceptance of quotation and prior to commencement of production; (b) 50% before dispatch or collection of finished printed materials.

Web Hosting Services

3.4 (a) Hosting fees are payable monthly or annually in advance as specified in the Hosting Package; (b) First payment due upon setup of hosting services; (c) Renewal payments due on the anniversary date or at the start of each billing cycle.

General Payment Terms

3.5 The Deposit is non-refundable under all circumstances once work has commenced. By paying the Deposit, the Client acknowledges that the Company will allocate resources, time, and expertise to the Project, and the Deposit compensates the Company for this commitment.

3.6 Payment of subsequent instalments becomes due immediately upon the Company notifying the Client that the relevant milestone has been reached, regardless of whether the Client has reviewed the work.

3.7 All invoices are payable within 7 days of the invoice date unless otherwise agreed in writing.

3.8 Payment may be made by bank transfer, card payment, or other methods as agreed. The Client is responsible for all transaction fees, currency conversion charges, or bank charges associated with payment.

3.9 If payment is not received within 7 days of the due date: (a) The Company reserves the right to suspend all work on the Project until payment is received in full; (b) Interest may be charged on overdue amounts at the rate of 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; (c) The Company may pursue recovery of the debt through legal proceedings, with all associated costs recoverable from the Client; (d) For web hosting services, the Company may suspend or terminate hosting services without liability.

3.10 No refunds shall be provided for any payments made once the corresponding work milestone has been completed.

3.11 For print projects where third-party printing costs have been incurred, the Client remains liable for these costs even if the project is cancelled.

4. Intellectual Property Rights

4.1 All intellectual property rights in any work created by the Company, including but not limited to websites, logos, brand identities, Artwork, designs, code, graphics, illustrations, and concepts, shall remain the exclusive property of the Company until the Total Project Fee has been paid in full.

4.2 Upon receipt of payment in full and Final Delivery: (a) For logo design and brand identity projects: The Company assigns all intellectual property rights in the final selected logo/brand identity to the Client. The Client may use, modify, and exploit the logo without restriction. Rejected concepts and preliminary designs remain the property of the Company. (b) For website projects: The Company grants the Client a non-exclusive, worldwide licence to use the Website for its business purposes. (c) For graphic design projects: The Company grants the Client the right to use the Artwork for the purposes specified in the Project Specification. Any use beyond the agreed scope requires additional licensing fees. (d) For print design projects: The Client receives the right to reproduce the design for the quantity and purposes specified in the Project Specification.

4.3 The Company retains the right to use any techniques, concepts, know-how, and experience gained during any Project for other projects and clients.

4.4 The Client warrants that all Client Materials provided do not infringe any third party intellectual property rights and indemnifies the Company against any claims arising from use of such materials.

4.5 Any pre-existing intellectual property of the Company, including code libraries, frameworks, templates, design elements, or tools, remains the property of the Company and is licensed to the Client for use only in connection with the specific Project.

4.6 The Client acknowledges that fonts, stock images, illustrations, and other third-party elements may be subject to separate licensing terms and restrictions. The Company will inform the Client of any such restrictions, and the Client agrees to comply with all applicable licensing terms.

4.7 If the Client fails to make payment in accordance with Clause 3, the Company reserves the right to: (a) Retain all intellectual property rights in any work product; (b) Refuse to deliver any work product or final files; (c) Take down or disable any version of work deployed on the Company's hosting or development servers; (d) Use, sell, or licence any rejected design concepts or unused work to other clients.

4.8 The Client may not claim authorship of any work created by the Company or remove, obscure, or alter any copyright notices or attribution.

5. Client Obligations

5.1 The Client shall: (a) Provide clear and timely instructions, information, and Client Materials as reasonably required by the Company; (b) Respond to requests for feedback, approval, or clarification within 7 Working Days of such request; (c) Provide all necessary access to hosting accounts, domain registrars, third-party services, and platforms required to complete the Project; (d) Ensure that all Client Materials are provided in a suitable format and quality; (e) Review and test the Website at each milestone and provide written feedback via email or other written communication; (f) Notify the Company promptly of any bugs, errors, or issues requiring attention.

5.2 The Client acknowledges that failure to meet these obligations may result in project delays, and the Company shall not be liable for any delays caused by the Client's failure to fulfil these obligations.

5.3 Any delays caused by the Client's failure to provide materials, feedback, or approvals shall automatically extend project timelines on a day-for-day basis, and the Company shall not be liable for any resulting losses or damages.

5.4 The Client is responsible for maintaining backups of all Client Materials provided to the Company. The Company is not responsible for loss or corruption of Client Materials.

6. Approval and Revisions

6.1 Upon Completion of the first draft, the Company shall notify the Client and provide access to review the Website.

6.2 The Client shall review the Website and provide detailed written feedback within 7 Working Days.

6.3 The Project Fee includes up to 5 rounds of reasonable revisions to the Website design and functionality. "Reasonable revisions" means amendments within the scope of the original Project Specification that refine or adjust the design and functionality without adding new features or pages.

6.4 Revisions beyond the 5th round, or revisions that constitute additional work beyond the Project Specification, shall be charged at the Company's prevailing hourly rate, to be agreed before such work commences.

6.5 The Client's approval of the first draft (whether expressly stated or implied by requesting migration to live domain) constitutes acceptance that the Website has been built to a satisfactory standard in accordance with the Project Specification.

6.6 If the Client fails to provide feedback within 14 Working Days of notification of Completion, the first draft shall be deemed approved, and the Company may proceed to Final Delivery. The second payment instalment (40%) remains due regardless of whether feedback has been provided.

7. Project Timeline

7.1 The Company shall use reasonable endeavours to complete the Project within any estimated timeframe provided, but such timeframes are estimates only and not binding commitments unless expressly agreed in writing as a fixed deadline.

7.2 The Company shall not be liable for any delays in completing the Project where such delays are caused by: (a) The Client's failure to provide Client Materials, feedback, approvals, or access as required; (b) Changes to the Project Specification requested by the Client; (c) Circumstances beyond the Company's reasonable control (Force Majeure).

7.3 Any delays caused by factors described in Clause 7.2 shall result in automatic extension of the project timeline.

8. Hosting and Domain

8.1 The Client is responsible for purchasing and maintaining their own domain name registration.

8.2 Where agreed, the Company may provide hosting services for the Website on the Company's hosting infrastructure.

8.3 Hosting services, if provided, are subject to separate fees and terms as agreed with the Client.

8.4 The Client acknowledges that the Company requires access to the domain DNS settings or registrar account to point the domain to the hosting server.

8.5 The Company is not responsible for domain renewal, and the Client must ensure their domain registration remains current.

8A. Logo Design and Brand Identity Services

8A.1 For logo and brand design projects, the Company shall present an agreed number of initial concepts as specified in the Project Specification.

8A.2 The Client shall select one concept to be developed and refined. Changes to a different concept after selection may incur additional charges.

8A.3 The Client is entitled to a reasonable number of revision rounds as specified in the Project Specification (typically 2-5 rounds). Extensive revisions beyond the agreed scope shall be charged at the Company's prevailing hourly rate.

8A.4 Upon full payment, the Company shall deliver final logo files in formats suitable for both digital and print use, typically including vector files (AI, EPS, PDF) and raster files (PNG, JPG) in various sizes.

8A.5 The Client acknowledges that logo design is subjective, and the Company's obligation is to deliver professional design work that meets the brief, not to guarantee the Client's satisfaction with aesthetic preferences.

8A.6 Any rejected logo concepts remain the intellectual property of the Company and may be adapted and used for other clients or purposes.

8A.7 If Brand Guidelines are included in the Project Specification, these shall be delivered alongside the final logo files and shall specify approved usage of the brand identity.

8B. Graphic Design Services

8B.1 For graphic design projects, the Company shall create designs in accordance with the Project Specification, which may include social media graphics, marketing materials, digital assets, or illustrations.

8B.2 The Client shall provide clear direction regarding the intended use of graphic designs, as usage rights may vary depending on the application.

8B.3 The Company shall deliver design files in appropriate formats for the intended use. The Client is responsible for ensuring they have the necessary software or capability to use the files provided.

8B.4 Stock images, illustrations, or design elements sourced from third parties remain subject to the original licensing terms and may not be used beyond the scope originally licensed.

8B.5 The Client acknowledges that graphic design is delivered "as-is" and the Company is not responsible for how third parties (including social media platforms or advertising networks) display or compress the designs.

8C. Web Hosting Services

8C.1 Where the Company provides web hosting services, these are subject to the terms of the selected Hosting Package and any applicable Service Level Agreement.

8C.2 The Company shall use reasonable endeavours to maintain server availability and uptime, but does not guarantee uninterrupted service. Scheduled maintenance and emergency maintenance may result in temporary downtime.

8C.3 The Company shall provide: (a) Server space and bandwidth as specified in the Hosting Package; (b) Regular backups of website data (typically daily or weekly); (c) Security monitoring and protection against common threats; (d) SSL certificate management where included in the Hosting Package; (e) Technical support during business hours.

8C.4 The Company is not responsible for: (a) Downtime caused by the Client's actions, including installation of incompatible plugins, themes, or modifications to core files; (b) Downtime caused by third-party services, DNS providers, or internet service provider failures; (c) Data loss resulting from the Client's failure to maintain separate backups; (d) Hacking, security breaches, or data loss caused by weak passwords or compromised Client credentials; (e) Content uploaded or published by the Client that violates laws or regulations.

8C.5 The Client agrees to: (a) Use hosting services only for lawful purposes; (b) Not use excessive server resources that negatively impact other hosted websites; (c) Maintain strong, unique passwords for all hosting-related accounts; (d) Notify the Company immediately of any security concerns or unauthorised access; (e) Comply with all applicable laws regarding data protection and online content.

8C.6 The Company reserves the right to suspend or terminate hosting services immediately without refund if: (a) The Client uses hosting for illegal activities; (b) The website generates excessive traffic or server load that impacts other hosted sites; (c) The Client fails to make payment within 7 days of the due date; (d) The Client breaches any terms of the Acceptable Use Policy.

8C.7 Hosting services may be terminated by either party with 30 days' written notice. Upon termination, the Company shall provide the Client with a reasonable period (typically 30 days) to migrate the website to another hosting provider.

8C.8 Backups are provided for disaster recovery purposes only and are not guaranteed to be available or complete. The Client is solely responsible for maintaining their own backup copies of all website data and content.

8C.9 Storage limits, bandwidth allowances, and other resource limitations are specified in the Hosting Package. Exceeding these limits may result in additional charges or temporary service restrictions.

8D. Print Design and Large Format Printing Services

8D.1 For print projects, the Company shall provide digital proofs for Client approval before commencing production. The Client must review proofs carefully and approve them in writing.

8D.2 Once the Client has approved a proof, the Company shall not be liable for errors, typos, or design issues that were present in the approved proof.

8D.3 The Company shall produce printed materials in accordance with the Print Specifications, including size, material, quantity, finish, and any special requirements.

8D.4 The Client acknowledges that: (a) Colours may vary between digital proofs viewed on screen and final printed materials; (b) Slight variations in colour consistency may occur across different print runs; (c) Large format prints may have minor imperfections within industry-acceptable tolerances; (d) Print materials may require bleed areas, and designs should be supplied with appropriate margins and safe areas.

8D.5 The Company shall use commercially reasonable efforts to match specified Pantone or CMYK colours, but exact colour matching cannot be guaranteed.

8D.6 The Client must inspect delivered print materials immediately upon receipt. Claims for defects, damages, or errors must be reported within 3 Working Days of delivery.

8D.7 The Company's liability for defective print materials is limited to reprinting the defective items or refunding the cost of the defective portion of the order.

8D.8 Rush orders or expedited printing may be available at additional cost and are subject to availability.

8D.9 Delivery times are estimates only and may be affected by factors beyond the Company's control.

8D.10 The Client is responsible for ensuring that print-ready files are supplied in the correct format, resolution, and colour mode as specified by the Company.

8D.11 For large format printing projects, the Company shall specify material options, finish options, and installation requirements where applicable. The Client is responsible for any installation costs unless expressly included in the quotation.

8D.12 Print materials ordered by the Client remain at the Client's risk from the point of dispatch.

8D.13 The Company retains the right to refuse to print any material that: (a) Infringes third-party intellectual property rights; (b) Contains defamatory, offensive, or illegal content; (c) Violates advertising standards or regulations; (d) The Company reasonably believes may expose it to legal liability.

9. Post-Launch Support

9.1 The Company provides 30 days of free post-launch support following Final Delivery, which includes: (a) Minor content amendments; (b) Bug fixes for issues that existed at the time of Final Delivery; (c) Resolution of technical issues arising from the Website code or functionality delivered by the Company.

9.2 The 30-day support period does not cover: (a) New features or functionality not included in the original Project Specification; (b) Issues caused by the Client's modifications to the Website; (c) Issues caused by third-party services, plugins, or hosting infrastructure; (d) Training or consultancy beyond reasonable assistance with the delivered Website.

9.3 After the 30-day support period, ongoing support and maintenance may be provided under a separate agreement at the Company's prevailing rates.

10. Cancellation and Termination

10.1 The Client may request cancellation of the Project at any time by providing written notice to the Company.

10.2 In the event of cancellation: (a) The Deposit (50%) is non-refundable under all circumstances; (b) For web design projects: If cancellation occurs after Completion of the first draft and the Client has expressed satisfaction or approval, the Client remains obligated to pay the second instalment (40%) in full; (c) For logo and brand design projects: If cancellation occurs after initial concepts have been presented, the Client remains obligated to pay any outstanding balance in full; (d) For print projects: If cancellation occurs after production has commenced or materials have been ordered, the Client remains liable for all production costs incurred plus a cancellation fee of 25% of the remaining balance; (e) For hosting services: Cancellation may be made with 30 days' notice, but no refunds are provided for unused portions of pre-paid hosting periods; (f) The Company shall invoice for any work completed beyond the milestones already paid for, calculated on a pro-rata basis or at the Company's hourly rate; (g) The Company shall retain all intellectual property rights in any work completed, and the Client shall have no right to use, reproduce, or exploit such work.

10.3 The Company may terminate this Agreement immediately by written notice if: (a) The Client fails to make payment in accordance with Clause 3; (b) The Client breaches any material term of this Agreement; (c) The Client becomes insolvent, enters administration, or ceases trading; (d) The Client uses Services for illegal purposes.

10.4 Upon termination under Clause 10.3, all amounts due to the Company become immediately payable, and the Company retains all intellectual property rights in the work completed.

10.5 For hosting services, either party may terminate with 30 days' written notice. The Company shall provide reasonable assistance to migrate the website to another hosting provider.

11. Warranties and Disclaimers

11.1 The Company warrants that: (a) It has the right and authority to enter into this Agreement and provide the Services; (b) The Services shall be performed with reasonable skill and care; (c) Work delivered, to the best of the Company's knowledge, shall not infringe any third party intellectual property rights.

11.2 The Company does not warrant that: (a) Websites will be error-free, uninterrupted, or compatible with all browsers, devices, or future technology updates; (b) Websites or digital services will meet the Client's specific business objectives or generate any particular level of traffic, revenue, or conversions; (c) Third-party services, plugins, APIs, or integrations will remain available or functional indefinitely; (d) Print colours will exactly match digital proofs or specified colour references; (e) Hosting services will be uninterrupted or error-free; (f) Design work will meet the Client's subjective aesthetic preferences, provided it meets the objective requirements of the brief.

11.3 The Client acknowledges that: (a) Web technologies evolve, and ongoing maintenance may be required to maintain compatibility and security; (b) Print production involves inherent variations in colour, materials, and finish; (c) Digital files may not display identically across different devices, browsers, or software applications; (d) Hosting infrastructure is dependent on third-party providers and internet connectivity.

12. Limitation of Liability

12.1 Nothing in these Terms shall limit or exclude liability for: (a) Death or personal injury caused by negligence; (b) Fraud or fraudulent misrepresentation; (c) Any other liability that cannot be excluded or limited by English law.

12.2 Subject to Clause 12.1, the Company's total aggregate liability to the Client under or in connection with this Agreement shall not exceed the Total Project Fee paid or payable by the Client.

12.3 Subject to Clause 12.1, the Company shall not be liable for: (a) Loss of profits, revenue, business, or anticipated savings; (b) Loss of data or corruption of data; (c) Loss of business opportunity or damage to reputation; (d) Any indirect or consequential loss or damage; (e) Any loss arising from the Client's use or inability to use the Website; (f) Any loss caused by third-party services, hosting providers, or internet service providers; (g) Any loss arising from the Client's failure to maintain adequate security or backups.

12.4 The Client acknowledges that the Company has set its fees and entered into this Agreement in reliance on the limitations and exclusions set out in this Clause 12.

13. Confidentiality

13.1 Each party shall keep confidential all information of a confidential nature obtained from the other party in connection with this Agreement.

13.2 This obligation does not apply to information that: (a) Is or becomes publicly available through no breach of this Agreement; (b) Is already known to the receiving party; (c) Is independently developed by the receiving party; (d) Must be disclosed by law or by order of a court or regulatory authority.

13.3 The Company may disclose the Client's confidential information to its employees, contractors, and professional advisers on a need-to-know basis, provided they are bound by similar confidentiality obligations.

14. Portfolio and Marketing

14.1 The Company reserves the right to: (a) Display the Website in its portfolio; (b) Reference the Client and Project in marketing materials, case studies, and proposals; (c) Describe the nature of the work performed for the Client.

14.2 The Client may request that the Company does not publicly display or reference the Project, and the Company shall honour such requests upon written notice.

15. Force Majeure

15.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: (a) Acts of God, flood, fire, earthquake, or other natural disasters; (b) War, terrorism, civil unrest, or government restrictions; (c) Strikes, labour disputes, or industrial action; (d) Failure of telecommunications, internet, or hosting services; (e) Pandemics, epidemics, or public health emergencies.

15.2 The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effects of the Force Majeure event.

16. General Provisions

16.1 Entire Agreement: These Terms, together with the Project Specification and any written amendments, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

16.2 Amendments: No amendment to this Agreement shall be effective unless made in writing and signed by both parties.

16.3 Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

16.4 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

16.5 Assignment: The Client may not assign or transfer this Agreement without the Company's prior written consent. The Company may assign this Agreement to an affiliated company or successor in business.

16.6 Third Party Rights: No third party shall have any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

16.7 Notices: All notices under this Agreement shall be in writing and sent to the addresses provided by each party, or via email to the email addresses used in correspondence. Notices shall be deemed received when delivered by hand, 2 Working Days after posting, or immediately if sent by email during business hours.

17. Governing Law and Jurisdiction

17.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

18. Dispute Resolution

18.1 In the event of any dispute arising under this Agreement, the parties shall first attempt to resolve the matter through good faith negotiations.

18.2 If the dispute cannot be resolved within 14 days, either party may pursue remedies available under the law of England and Wales.

19. Data Protection

19.1 Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

19.2 To the extent that the Company processes personal data on behalf of the Client, the Company shall: (a) Process such data only in accordance with the Client's written instructions; (b) Implement appropriate technical and organisational measures to protect the data; (c) Not transfer personal data outside the UK without appropriate safeguards.

19.3 The Client warrants that it has obtained all necessary consents and permissions for the Company to process any personal data provided as part of the Client Materials.

20. Acceptance of Terms

20.1 By engaging the Company's Services, making payment, or instructing the Company to commence work, the Client acknowledges that they have read, understood, and agree to be bound by these Terms in full.

20.2 These Terms are available on the Company's website and may be updated from time to time. The version in effect at the time of project commencement shall apply to that project.

20.3 If the Client does not agree with these Terms, they should not engage the Company's Services.

Contact

RMD Trading Limited
44 Furlong Close, Northampton, NN17 5AW
Company number: 11656826
Email: [email protected]