SDL Creative
1. Definitions:
"Client" means the individual or entity purchasing services from SDL Creative.
"SDL Creative" (or "we", "us", "our") means SDL Print and Design Ltd, based in 3 remote locations in Wexford, Dublin and Portlaoise.
"Services" means the website design, logo design, marketing services, and any other services provided by SDL Creative to the Client.
"Agreement" means these Terms and Conditions together with any accompanying proposal, quotation, or statement of work.
"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names,1 domain names, rights in get-up,2 rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights,3 rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Website" means the website designed and/or developed by SDL Creative for the Client.
"Logo" means the logo design(s) created by SDL Creative for the Client.
"Marketing Materials" means any content created by SDL Creative for the Client's marketing purposes, including but not limited to social media content, email templates, and advertising creatives.
2. Agreement:
These Terms and Conditions apply to all Services provided by SDL Creative to the Client.
The Agreement comes into effect when the Client accepts a proposal or quotation from SDL Creative, or upon commencement of the Services, whichever occurs first.
3. Website Plans:
Ownership: After 12 months of continuous subscription to the selected website plan (Launch, Grow, or Expand), the Client will own the Website and its design, subject to these Terms and Conditions and full payment of all fees due for the initial 12-month period. Ownership transfer excludes any third-party software, plugins, or stock imagery licensed by SDL Creative for the Website, unless otherwise specified.
Payment Structure:
Clients will pay an upfront setup fee as detailed in the chosen website plan: €250 for Launch, €500 for Grow, and €1500+ for Expand.
Clients will then pay a monthly subscription fee as detailed in the chosen website plan: €150 for Launch, €250 for Grow, and €500 for Expand.
After 12 months of continuous subscription, the monthly fee will be reduced to: €100 for Launch, €150 for Grow, and €250 for Expand. This reduced fee covers ongoing hosting, maintenance as outlined in the specific plan, and support.
Website Value: SDL Creative values its website designs at €2000 upwards. This valuation is for internal purposes and does not affect the Client's ownership rights after the specified 12-month period.
Term and Termination: The initial term for website plans is 12 months. After 12 months, the Agreement will continue on a month-to-month basis unless terminated by either party with [Number, e.g., 30] days written notice. SDL Creative reserves the right to suspend or terminate services for non-payment of fees.
4. Logo Design:
Ownership: Upon full payment of the agreed fee for logo design services, the Client will be granted a non-exclusive, perpetual, worldwide license to use the final Logo design for their business purposes. SDL Creative retains the right to showcase the Logo in its portfolio and marketing materials, unless otherwise agreed in writing.
Revisions: The number of revisions included in the logo design fee will be as specified in the proposal or quotation. Additional revisions may be subject to additional charges.
File Formats: SDL Creative will provide the final Logo design in industry-standard file formats as agreed upon with the Client.
5. Marketing Services:
Scope of Services: The specific marketing services to be provided will be outlined in a separate proposal or statement of work.
Payment: Fees for marketing services will be as agreed upon in the proposal or statement of work, and may be project-based or recurring.
Intellectual Property: Unless otherwise agreed in writing, SDL Creative retains ownership of any Intellectual Property Rights created by SDL Creative as part of the marketing services until full payment has been received. Upon full payment, the Client will be granted a non-exclusive license to use the Marketing Materials for their business purposes as outlined in the scope of work.
Client Responsibilities: The Client is responsible for providing SDL Creative with all necessary information, materials, and approvals required for the provision of marketing services.
6. Payment and Fees:
All fees are exclusive of VAT unless otherwise stated.
Payment terms are [Specify, e.g., 30 days from invoice date].
SDL Creative reserves the right to charge interest on overdue payments at the statutory rate.
SDL Creative reserves the right to adjust monthly subscription fees after the initial 12-month period with [Number, e.g., 30] days written notice.
7. Client Responsibilities:
The Client shall provide SDL Creative with all necessary information, materials, and feedback in a timely manner to enable SDL Creative to provide the Services.
The Client is responsible for ensuring that all content provided to SDL Creative does not infringe the Intellectual Property Rights of any third party and complies with all applicable laws.
8. Intellectual Property Rights:
SDL Creative retains ownership of all Intellectual Property Rights in its pre-existing materials, tools, and methodologies used in the provision of the Services.
Ownership of Intellectual Property Rights created specifically for the Client will be as outlined in the relevant section of these Terms (Website Plans, Logo Design, Marketing Services).
9. Liability:
To the maximum extent permitted by law, SDL Creative's total liability to the Client for any loss or damage arising out of or in connection with the Services shall be limited to the4 total fees paid by the Client to SDL Creative under the Agreement.
SDL Creative shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits,5 loss of business, or loss6 of data.
10. Warranty:
SDL Creative warrants that the Services will be provided with reasonable skill and care.
SDL Creative does not warrant that the Website, Logo, or Marketing Materials will be error-free or uninterrupted.
11. Indemnity:
The Client shall indemnify and hold harmless SDL Creative against all claims, actions, proceedings, losses, damages, expenses, and costs (including legal fees) arising out of or in connection with7 the Client's breach of this Agreement or the Client's use of the Services.
12. Confidentiality:
Both parties agree to keep confidential any confidential information disclosed by the other party in connection with this Agreement.8
13. Data Protection:
SDL Creative will process any personal data provided by the Client in accordance with applicable data protection laws. Details of our data processing practices are set out in our Privacy Policy [Link to your Privacy Policy].
14. Governing Law and Jurisdiction:
These Terms and Conditions shall be governed by and construed in accordance with the laws9 of Ireland.
The courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection10 with this Agreement.
15. Entire Agreement:
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter11 of this Agreement.
16. Amendments:
SDL Creative reserves the right to amend these Terms and Conditions from time to time. Any amendments will be notified to the Client in writing or via email. Continued use of the Services after notification of amendments constitutes acceptance of the revised Terms and Conditions.