image integral

•“ii” means image integral and/or any associated Product or Service.
•“TACS” means Terms and Conditions (this document) and everything it contains.
•“Product” means Databases or Web Design scheme.
•“Services” collectively means what we provide to you on an ongoing basis after purchasing a Product.
•“We,” “us” or “our” means image integral.
•”Client”, “You” and “your” mean the person, firm or company who purchases Products & Services from image integral.
•“Web Design” and “Website” means every aspect of the website.
•”Content” means text, pictures, graphics, video, Database records, illustrations designed or handled by image integral.
•”Structure” means design, functionality and visual look/positioning of non-content aspects of a Product.
•“Digital work” means a Product’s related files, electronic documentation, digital profiles, accounts, Social
Media/Analytics tracking/Usage statistics/System logs and “ii” written supplementary applications.
•”Revision” means an update or change to a Product.
•”Database” means the Pegasus database system (Product) and all Digital work relating to it.
•“Go-Live Date” means the date a Database is installed and used (logged into by the Client for the first time in a live
production environment), or the date a website is connected/married to its related Domain name.
•”Written permission”, “Written request”, “Written document” or “Written acceptance” means a signed headed letter or
official business email.

1. Application of Terms

2. Basis of Contract
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or
incorporate, or which are implied by trade, custom, practice or course of dealings.
2.2. The Order constitutes an offer by the Customer to purchase the Products or Services in accordance with these
Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification
[submitted by the Customer] are complete and accurate.
2.3. The Order shall only be deemed to be accepted when ‘ii’ issues a Written acceptance of the Order, at which point
the Contract shall come into existence.
2.4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not
relied on any statement, promise or representation made or given by or on behalf of ‘ii’ which is not set out in
the Contract.
2.5. Any samples, drawings, descriptive matter, or advertising produced by ‘ii’ and any [descriptions or] illustrations
contained in ‘ii’s list of Products or Services are produced for the sole purpose of giving an approximate idea of
the Services described in them. They shall not form part of the Contract or have any Contractual force.
2.6. A quotation for the Products or Services given by ‘ii’ shall not constitute an offer. A quotation shall only be valid
for a period of [20] Business Days from its date of issue.

3. Product Structure & Content
3.1. ‘ii’ shall utilise whatever coding, operating system, hosting platform or systems it chooses to produce a Product
or Service.
3.2. Content supplied by the Client must be in electronic format; such as Email, Word documents, Text and PDF files.
‘ii’ reserves the right to request that any Content be resupplied to ‘ii’ in the required format for emplacement.
You accept that “ii” is not in a position to author specific Client-related Content or Data on behalf of the Client,
and therefore “ii” shall have no responsibility for Content accuracy when performed outside the bounds specified
3.3. Content provided by the Client for emplacement within a Product would normally be performed within a 24
working hour period, but cannot be guaranteed every time. Therefore, where possible, ‘ii’ will inform the Client
if any delay is predicted. ‘ii’ business hours are stated on the ‘ii’ website’s About Us page.
3.4. The Product’s Client-related Content is owned by the Client, except where any Content has been provided by “ii”
or Content has been generated or collected by an “ii” product’s internal systems. All Digital work, minus the
User’s Content, remains the property of ‘ii’.
3.5. A single Revision of a Product is any work carried out by ‘ii’ within a one hour period and no longer.

4. Web Design
4.1. Web designs hold a maximum of 15 web pages and allow a maximum of 8 Revisions before publication, unless
specified within an ‘ii’ Product or Service, another amount is specified in an ‘ii’ quotation document, or in writing
with the inclusion of a signature via a managerial representative of ‘ii’.
4.2. ‘ii’ shall be free to use, disclose, display, create derivative works of, distribute, transmit and reproduce any
structural layout from any Web Design created for the Client, except the Content.
4.3. The Client unconditionally guarantees that any form or Content whether it be an image, text, animations, graphics
or any other form of artwork presented to ‘ii’ for the form of inclusion in their web design project is owned by
the Client or the Client has permission or license from the rightful owner of said elements and will hold
responsibility and defend ‘ii’ and its affiliates from any suit or claim which arises from the use of said elements
provided by the Client.
4.4. Any ideas, techniques or concepts presented by the Client for the construction of websites are free to be used in
anyway and for any purpose unless declined for this use by the Client upon the time of provision of said
4.5. ‘ii’ is not liable for any financial loss which results from hosting or domain renewal or registrations.
4.6. Available functionality of any ‘ii’ website is only that which is advertised by ‘ii’. Any functionality on other non ‘ii’
websites does not necessarily mean it is available for placement on an ‘ii’ website.
4.7. Any third-party Plugins, Applications, Themes and other software installed on websites are not owned by either
“ii” or the Client.

5. Database Design
5.1. Database designs hold a maximum of 10 users (standard licence) and allow a maximum of 20 Revisions before
publication, unless specified within an ‘ii’ Product or Service, another amount is specified in an ‘ii’ quotation
document, or in writing with the inclusion of a signature via a managerial representative of ‘ii’.
5.2. ‘ii’ shall be free to use, disclose, display, create derivative works of, distribute, transmit and reproduce any
structural layout from any Database created for the Client, except the User’s Content.

6. Design Approval and Payment Process
6.1. The design process will terminate when the Client gives the final approval of a Product. This is normally done by
email or by invoicing the Client. ‘ii’ will then make the Product live on the agreed Go-Live Date. All liabilities for
errors, changes, or alterations with the exception of 2.3 in this document, become the responsibility of the Client,
once a design has been approved.
6.2. The 12 month Anniversary period starts from the date that the first payment (including any deposit or monthly
fee for Services) was made; the Project-Start date. For websites; after the end of this period the Hosting fees are
required to be paid to continue hosting of the site. Where Hosting fees are included within a Service; no Hosting
fee is payable by the Client.
6.3. Any additional work after the Go-Live Date will be chargeable at ‘ii’s hourly rate, unless included within a Service.
6.4. Payments processed by Pay Pal are subject to Pay Pal’s terms and conditions of service, and ‘ii’ makes no
representations or warranties with respect to those services.
6.5. Agreed transfers of any website structure (including Hosting), from ‘ii’ to the Client or the Client’s third-party,
include a transfer fee of £300.
6.6. The Customer acknowledges that paid invoices related to all work are non-refundable, in whole or in part if the
Contract is terminated by the Customer during the period to which the payment relates.
6.7. ‘ii’ reserves the right to refuse or discontinue any work on a Client’s project prior to the Go-Live date. In this case,
any fees paid by the Client will be refunded.
6.8. “ii” shall be entitled to remove any Digital work, with immediate effect upon 30 days’ notice to you (electronically
or Written) in the event of non-receipt of payments related to an invoice or any ongoing monthly payment for a
6.9. Ongoing monthly fees paid by the Client for any Service must be by electronic Standing Order.
6.10. The Client understands that once a request for any additional bespoke functionality/or function change
for a particular Product has been fully explained to ‘ii’, then project work may take up to 3 months to develop
and emplace. The Client must factor this period into their timescales. (Example; a function is required by 1st
March, then actual build work must commence no later than 1st January). If a longer period is required then ‘ii’
will endeavour to keep the Client updated with an estimated delivery date.

7. Late payments
7.1. If any outstanding balance is not paid within [20] Business Days from the date that the invoice was issued, ‘ii’
shall be entitled, so far as is permitted by law and without prejudice to any other rights it may have, to charge
interest on the outstanding amount at the rate of 5% (daily) from and including the due date, but excluding the
date the outstanding amount is paid in full.

8. Ecommerce/Financial Services
8.1. The Client is subject to the terms and conditions of any third-party ecommerce or financial solutions implemented
in their website.
8.2. ‘ii’ will accept no liability for any financial loss resulting from the use of any ecommerce or Financial solutions.

9. Third-Party Links to and from a image integral website
9.1. ‘ii’ reserves the right to delete or edit any linked website or links to its website if judged unacceptable or violates
any of the following:
9.2. Links to / from websites that carry antisocial Content including pornographic material and inappropriate
9.3. Links to / from websites that ‘ii’ judges unacceptable.
9.4. Links to / from websites that slander ‘ii’ or any of its activities.
9.5. Links to / from websites that paints the misconception that it has an association or any relations with ‘ii’.
9.6. Links to / from websites that do not respect intellectual rights (illegalities and other assorted permission issues).
9.7. Content from third-party websites which are linked to and from ‘ii’ is their responsibility and not that of ‘ii’.
9.8. ‘ii’ DOES NOT endorse any link or Content posted on any Blog or web page from users, visitors, Customers or ‘ii’
9.9. You acknowledge and agree that ‘ii’ is not liable for any loss or damage which may be incurred by or to you as a
result of the availability of any third-party or external sites or resources.

10. Website usage and hosting
10.1. Due to the nature of storing a Website, you acknowledge it is not possible for you to own a physical copy
of your Website design, for storage or alternative hosting. If for any reason ‘ii’s business interests change, then
‘ii’ will take all reasonable steps to maintain continuance of the service, and an alternative method for updating
your Website will be arranged and may involve a third-party.
10.2. Where a Websites is stored by a third-party, you therefore agree not to hold ‘ii’ liable and ‘ii’ accepts no
liability in respect of, the loss of all data relating to your site. You are strongly advised to keep copies of any data,
images, recordings or music or otherwise that you upload to your Website.

11. Database usage and storage
11.1. Live executable Databases are installed at the Client’s physical site, while non-executable source files are
securely stored at, and remain the property of “ii”.
11.2. As live Databases are stored at the Client’s site, they are the responsibility of the Client. You therefore
agree not to hold ‘ii’ liable and ‘ii’ accepts no liability in respect of, the loss of any data and related
files/folders/tables. Data files must be stored at a secure location where only your designated employees have access.
You are strongly advised to make regular backups of your data files. Any copies of electronic files made by ‘ii’ are
not to be deemed as backups.
11.3. The Client shall protect all ‘ii’ intellectual property. The Client shall not pass on or disclose to a third-party
any items which are owned or supplied by ‘ii’, such as; electronic files, technology, processes, ideas, concepts and
principles – unless specifically granted by ‘ii’ via Written permission.

12. Product limitations
12.1. You acknowledge that there are limits concerning the maximum number of days that email messages or
other generated Content will be retained, the maximum number of email messages that may be sent from your
Product, the maximum size of any email message sent from or received and the maximum disk space used by
your Product. You agree that ‘ii’ has no responsibility or liability for the loss or failure to store any messages and
other communications/Content maintained or transmitted from your Product.
12.2. You acknowledge and agree that computer and telecommunications systems are not uninterrupted or
fault free and ‘ii’ does not make any representation or warranty in relation to such systems. You further
acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be
required and we cannot therefore guarantee uninterrupted provision of services. We will take all commercially
reasonable steps to minimize any such periods of interruption or non-availability.
12.3. Save as set out in these Conditions, if we fail to comply with our obligations as a result of an event outside
of our reasonable control, we will have no liability to you as a result of such failure. We will take all reasonable
steps to eliminate or mitigate the consequences of such an event, and where relevant, resume performance of
our obligations affected by that event as soon as practicable.

13. Ending your relationship with image integral
13.1. The Terms and Conditions will continue to apply until:
Any of the material in this document is breached and the breaching party fails to correct it within a 3
business day period.
Both parties mutually agree upon it with the production of a Written document and a signature from both
The breach is incurable.
The provision of the Product or Service is no longer available to you by ‘ii’.
‘ii’ is required to do so by law.
You terminate your Product or Service with ‘ii’ with both parties agreeing upon it. Any outstanding fees
for work must be paid.
’ii’ ends its formal relationship with you. In which case it will provide you 30 days’ notice (electronically or
Written) before removing any related Digital work from the internet, and ending a Service related to a
13.2. You agree that ‘ii’ shall not be liable to you or any third-party for any termination of your Product, and
that any related Service or licence agreement will then no longer be provided by “ii”.

14. Contacting image integral
14.1. All requests for changes to your Product(s) must be via Written request, regardless of previous face-toface
voice discussions or telecoms regarding the related request(s).
14.2. During communications with ‘ii’, calls may be recorded for quality and accuracy purposes.
14.3. There may be occasions where an ‘ii’ representative is in transit and therefore not immediately
contactable. ‘ii’ will make every effort to check for Client messages and make contact with the Clients (or Client
office) as soon as is practicable.
14.4. Where a Client cannot make contact with an ‘ii’ representative, and an escalation policy has been set
up/supplied for the Client, then; the Client must follow those steps stated within the policy – for successful
resolution of any outstanding issues.

15. Modifications to the Terms and Conditions or the Services.
15.1. ‘ii’ reserves the right to change the TACS at any time without notice. ‘ii’ also reserves the right at any time
and from time to time to modify or discontinue a Product or Service temporarily or permanently, with or
without notice to you. You agree that ‘ii’ shall not be liable to you or any third-party for any modification,
suspension or discontinuance of the Product or Service.
15.2. You agree and understand that the usage of any Product or Service or access to it on the date with which
the TACS have changed will be treated and accepted that you comply with the edited or additional Terms.

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such
failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable
control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including
strikes, lock-outs or other industrial disputes (whether involving its own workforce or a party’s), failure of energy sources
or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities,
national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical
or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes,
loss at sea, epidemics or similar events, natural disaster or extreme adverse weather conditions, or default of suppliers or

17.1. Assignment and subcontracting.
(A) ‘ii’ may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights
or obligations under the Contract.
(B) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its
rights or obligations under the Contract without the prior Written consent of ‘ii’.
17.2. Notices.
(A) Any notice or other communication given to a party under or in connection with the Contract shall be in
writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in
any other case) or such other address as that party may have specified to the other party in writing in
accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded
delivery, commercial courier, or email.
(B) A notice or other communication shall be deemed to have been received: if delivered personally, when left at
the address referred to in clause 12.2(a); if sent by pre-paid first class post or recorded delivery, at [9:00 am]
on the [second] Business Day after posting; if delivered by commercial courier, on the date and at the time
that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(C) The provision of this clause shall not apply to the service of any proceedings or other documents in any legal
17.3. Severance.
(A) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid,
illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be
deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(B) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some
part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal,
valid and enforceable.
17.4. Waiver.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a
waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it
preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such
right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17.5. Third-party rights.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
17.6. Variation.
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional
terms and conditions, shall only be binding when agreed in writing and signed by ‘ii’.
17.7. Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non-Contractual disputes or claims), shall be governed by, and construed in accordance with, English
law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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