What we're about:

At Stripeyhorse we want your business to have a personality as individual as its owner. That's why we pride ourselves on listening to precisely what YOU want. From web and logo design to full service branding, our business is about creating the right image for you. We know what works and what doesn't. That's why you can trust us to give you the right advice.

  1. INTERPRETATION

    The definitions and rules of interpretation in this clause apply in this agreement:
    Acceptance: the acceptance or deemed acceptance of the Site by the Customer pursuant to clause 4.
    Acceptance Tests: the tests to be carried out on the Site as set out in clause 4 and as described in Schedule 4.
    Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in Dublin.
    Charges: the charges in respect of the Design Services together with any charges arising from additional instructions and services carried out in accordance with those instructions.
    Confidential Information: has the meaning given in clause 16.1.
    Design Agency: STRIPEYHORSE CREATIVE, Sutton Coldfield, West Midlands,Dublin, B72 1AN.
    Force Majeure Event: has the meaning given in clause 15.1.
    Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
    Materials: the content provided to the Supplier by the Customer from time to time for incorporation in the Design or Website.
    Non-Supplier Defects: those defects described in clause 4.4.
    Phase: in relation to the Design Estimate, one of the key phases of work identified therein.
    Project: the provision by the Supplier of the Services as set out in this agreement.
    Services: the design and development services to be provided pursuant to this agreement.
    WebSite: the website to be designed by the Supplier pursuant to this agreement.
    Graphic Design: the design commissioned by the Customer.
    WebSite Specification: the specification for the WebSite.
    Third Party Products: those third party software products.
    Visitor: a visitor to the WebSite.
    Clause headings do not affect the interpretation of this agreement.
    References to clauses are (unless otherwise provided) references to the clauses of this agreement.
    Words in the singular include the plural and in the plural include the singular.
    A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
    References to including and include(s) mean respectively including without limitation and include(s) without limitation.
    References to content include any kind of text, illustration, graphic design, information, leaflets, brochure design, logo design, book design, branding design, campaign material design, image, or audio or video material which can be incorporated in a book, brochure, leaflet, illustration or website for access by a Visitor to that website.
    Writing or written includes faxes and email.

  2. SCOPE OF THE PROJECT

    1. The Graphic Design Agency, Stripeyhorse Creative, shall develop the design of the Printed Materal and/or WebSites; develop and deliver the Designs in accordance with the Project Plan.

  3. CUSTOMER RESPONSIBILITIES

    1. The Customer acknowledges that the Design Studios (Stripeyhorse Creative) ability to provide the Design Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well any information and data the Customer provides to the Supplier. Accordingly, the Customer shall:
    2. provide the Design Studio with access to, and use of, all information, data and documentation reason ably required by the Designers for the purposes of creating the design.
    3. The Customer shall be responsible for the accuracy and completeness of the Materials on the WebSite and Printed Designs in accordance with clause 11.

  4. DEVELOPMENT AND ACCEPTANCE OF WEBSITE AND DESIGNS

    1. Once the Design Studio has completed the design and development of the Site the Supplier shall run the Acceptance Tests. The procedure set out in this clause 4 shall be repeated in respect of this and any further development works agreed by the parties from time to time.
    2. The Acceptance Tests shall test compliance of the Site with the Site Specification.
    3. Acceptance of the WebSite and Designs shall occur when the Site has passed the Acceptance Tests.
    4. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for whom the Design Studio has no responsibility (Non-Supplier Defect), the WebSite shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. The Supplier shall provide assistance reasonably requested by the Customer in remedying any Non-Supplier Defect by supplying additional services or products. The Customer shall pay the Design Studio in full for all such additional services and products at the Designers then current fees and prices.
    5. Acceptance of the WebSite and Designs shall be deemed to have taken place upon the occurrence of any of the following events: the Customer uses any part of the WebSite for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which the Design Studio is ready to commence running such Acceptance Tests or retests.

  5. THIRD PARTY PRODUCTS

    1. The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such Third Party Products is included in the Charges payable pursuant to clause 7.1.

  6. PROJECT MANAGEMENT

    1. Each party shall appoint a project manager who shall: provide professional and prompt liaison with the other party; and have the necessary expertise and authority to commit the relevant party.
    2. The project managers shall liaise regularly until Acceptance.

  7. CHARGES AND PAYMENT

    1. The Design Studio shall issue a monthly (VAT free) invoice in respect of the Charges, and the Customer shall pay to the Supplier the Charges set out in such Supplier’s invoice within 14 days of the date of the Supplier’s invoice.
    2. All Charges are exclusive of VAT.
    3. If the Customer fails to pay any amount payable by it under this agreement, the Design Studio shall be entitled, but not obliged, to charge the Customer interest on the overdue amount. Such interest shall be payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 6% per annum above the base rate for the time being of Lloyds TSB Bank. Such interest shall accrue on a daily basis and be compounded quarterly. The Designers reserves the right to claim interest under the Late Pay ment of Commercial Debts (Interest) Act 1998.

  8. WARRANTIES

    1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
    2. The Designers shall perform the Design Services with reasonable care and skill.
    3. The Design Studio warrants that the WebSite will perform substantially in accordance with the Site Specification for a period of three months from Acceptance. If the Site does not so perform, the Supplier shall, for no additional charge, carry out any work necessary in order to ensure that the WebSite substantially complies with the WebSite Specification.
    4. The warranty set out in clause 8.3 shall not apply to the extent that any failure of the WebSite to perform substantially in accordance with the WebSite Specification is caused by any Materials provided by a Third Party.
    5. This agreement sets out the full extent of the Design Studios obligations and liabilities in respect of the supply of their Design Services. All conditions, warranties or other terms concerning the Design Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

  9. LIMITATION OF REMEDIES AND LIABILITY

    1. The Design Studio shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
    2. The Design Studio aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 50% of the total Charges payable by the Customer to the Designers under this agreement in that calendar year.

  10. INTELLECTUAL PROPERTY RIGHTS

    1. All Intellectual Property Rights in the WebSite (including in the content of the WebSite and the WebSite Software) arising in connection with this agreement shall be the property of the Designers, and the Designers hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the WebSite and their Business.
    2. The Customer shall indemnify the Designers against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.
    3. The Design Studio shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the WebSite infringes any Intellectual Property Rights of a third party in the Ireland, other than infringements referred to in clause 10.2.
    4. The indemnities in clause 10.2, clause 10.3 and clause 11.4 are subject to the following conditions: the indemnified party promptly notifies the indemnifier in writing of the claim; the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent; the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
    5. The indemnities in clause 10.2, clause 10.3, clause 11.4 and clause 11.5 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, speci fications or instructions of the indemnified party.

  11. WEBSITE and DESIGN CONTENT

    1. The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
    2. The Designers shall grant the Customer access to the Server in order to update information held on the WebSite.
    3. The Designers shall include only Materials on the WebSite. The Customer acknowledges that the Design Studio has no control over any content placed on the WebSite by Visitors and does not purport to monitor the content of the WebSite. The Design Studio reserves the right to remove content from the WebSite where it reasonably suspects such content is Inappropriate Content. The Design Studio shall notify the Customer promptly if it becomes aware of any allegation that any content on the WebSite may be Inappropriate Content.
    4. The Customer shall indemnify the Designers against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
    5. The Design Studio may include the statement “Designed by: Stripeyhorse, Graphic and Web Design, Dublin” on the home page of the Site in a form to be agreed.

  12. DATA PROTECTION

    1. The Design Studio warrants that, to the extent it processes any Personal Data on behalf of the Customer: it shall act only on instructions from the Customer; and it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
    2. In this clause 12, Personal Data has the meaning given in the Data Protection Act 1998.

  13. TERM AND TERMINATION

    1. This agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to this clause 13) terminate automatically on acceptance of the Design Services and payment of all outstanding sums unless the parties agree in writing to extend the term of this agreement by a period of time to be agreed between the parties.
    2. Either party may terminate this agreement immediately at any time by written notice to the other party if: that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or that other party: ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
    3. On termination of this agreement by the Designers pursuant to clause 13.2, all licences granted by the Supplier under this agreement shall terminate immediately.
    4. On expiry or termination of this agreement otherwise than on termination by the Design Studio pursuant to clause 13.2, the Designers shall promptly return all Materials to the Customer, and shall provide to the Customer an electronic copy of the WebSite (including all content on the WebSite). The Designers shall provide such assistance as is reasonably requested by the Customer in transferring the hosting of the WebSite to the Customer or another service provider, subject to the payment of the Designers expenses reasonably incurred.
    5. On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

  14. CHANGE CONTROL

    1. Any request to change the scope of the Design Services to be agreed between both parties.

  15. FORCE MAJEURE

    1. The definition in this clause applies in this agreement. Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
    2. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

  16. CONFIDENTIALITY

    1. The definition in this clause applies in this agreement. Confidential Information:

      all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is: identified as confidential at the time of disclosure; or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

    2. Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
    3. Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
    4. The obligations set out in this clause 16 shall not apply to Confidential Information which the receiving party can demonstrate: is or has become publicly known other than through breach of this clause 16; or was in possession of the receiving party prior to disclosure by the other party; or was received by the receiving party from an independent third party who has full right of disclosure; or was independently developed by the receiving party; or was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
    5. The obligations of confidentiality in this clause 16 shall not be affected by the expiry or termination of this agreement.

  17. NOTICES

    1. A notice given under this agreement: shall be in writing in the English language (or be accompanied by a properly prepared translation into English); shall be sent for the attention of the person, and to the address, fax number or e-mail address given in this clause 17 (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and shall be: delivered personally; or sent by fax or e-mail; or sent by pre-paid first-class post, recorded delivery or registered post; or (if the notice is to be served or posted outside the country from which it is sent) sent by registered airmail.
    2. A notice is deemed to have been received: if delivered personally, at the time of delivery; or in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day; or in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting; or in the case of registered airmail, five days from the date of posting; or if deemed receipt under the previous paragraphs of this clause 17.3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.
    3. To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

  18. PUBLICITY

    1. All media releases, public announcements and public disclosures by either party relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release.

  19. ASSIGNMENT

    1. Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

  20. ENTIRE AGREEMENT

    1. Except as provided in this clause 20, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it on which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party’s liability for any Misrepresentation made fraudulently. Each party’s liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party’s ability to perform its obligations under this agreement, shall be subject to the limit set out in clause 9.3.

  21. THIRD PARTY RIGHTS

    1. This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
    2. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this agreement is not subject to the consent of any person who is not a party to this agreement.

  22. VARIATION AND WAIVER

    1. A variation of this agreement shall be in writing and signed by or on behalf of both parties to this agreement.
    2. A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
    3. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

  23. SEVERANCE

    1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  24. GOVERNING LAW AND JURISDICTION

    1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Important: These terms and conditions are subject to change and are here for guidance only.

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