La Decoller offers a variety of services to improve a website’s online visibility. By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us.

General terms and conditions

These terms and conditions form the trading agreement between the La Decoller (“we” or “us”) and the Client (“you”).

1. CHARGES

  1. A) Unless agreed otherwise in writing or by email, we will charge you for all work produced at our current standard charge-out rates (if there are any changes to such rates you will be notified by email, writing, or telephone.
  2. B) All rates and fees are exclusive of VAT, which will be charged in addition to the prevailing rate.
  3. C) All travel expenses if incurred will be charged at the hourly rate of the corresponding job and the amount charged will correspond to the traveling time to and from the clients’ premises only.

2. NEW CLIENTS: INITIAL TRADING PERIOD

With all new clients, we request payment on receipt of the invoice for the first two months of active trading. Thereafter, we will revert to our standard terms of payment.

  1. A) After this trial period and Clause 3 is introduced, it is still up to our discretion and integrity the credit terms agreed.

3. STANDARD TERMS OF PAYMENT

  1. You will make punctual payment to us of all invoices and will indemnify us in full in respect of any third-party expenses suffered or incurred by us while pursuing your instructions.
  2. Invoices will be paid by you (without any deduction by way of set-off or counterclaim or otherwise) as follows:

(i) Fees: 30 days from date of invoice.

(ii) Production and other services: 30 days from date of invoice

(iii) For any services where the contractor or supplier requires payment before work commences, our invoice covering the same shall be paid before work commences.

  1. For services where the contractor or supplier has the right to withhold consent for work used, or other display before final payment, our invoice covering the same shall be paid within seven days from the date of invoice and be cleared before the planned date of publication, or other display.
  2. On receipt of your approval for any production or artwork, we may issue invoices for stage payments of the estimated cost thereof and the invoices shall be payable within 30 days from the date of invoice.
  3. Out of pocket expenses will be charged at cost. These include air and rail fares, hotels, and sustenance. Normal office disbursements such as post, telephone, and fax will not be charged.

4. OVERDUE ACCOUNTS

  1. We reserve the right to retain all work, materials, and any other items in our possession relating to any matter until all invoices are paid in full.
  2. Any queries in respect of an invoice must be raised within 14 days of the date of the invoice. After this date, it will be deemed that the invoice has been accepted by you (except in the case of manifest error).

5. CHANGE AND/OR CANCELLATION OF WORK

  1. In the event of change or cancellation, we reserve the right to charge you for all costs of complying with your request, which may include our expenses, production costs, cancellation fees, and our fees and commission in respect of such plans, schedules and work-in-progress.
  2. If the live job has been worked on or even finished, the hourly rate will apply and you will be charged accordingly.

6. INTELLECTUAL PROPERTY AND COPYRIGHT

  1. The intellectual property rights (including, where appropriate, copyright and design rights) in all works created or commissioned by us and used under this agreement shall be vested in us whenever possible.
  2. Until full payment of the invoice, all files are copyright to “La Decoller”.

8. LEGAL LIABILITY

  1. “La Decoller” will not be liable for any discrepancies or mistakes, which later have a financial detriment to you the client. All work produced by us should be checked and signed off before any further action is taken with the files.
  2. We take no responsibility for work not checked and signed. If checked and incorrect we will do our utmost to verify the mistake.
  3. We are not liable for any financial compensation by a third party.
  4. We shall not be liable for any costs, loss, or damage arising from our failure to fulfill our obligations where the failure results from circumstances wholly or in part beyond our control including, for example, uploading or downloading files. Viruses or equivalent computer circumstances. We advise you to take out the appropriate insurance cover where necessary.
  5. We shall not be liable for any consequential or economic loss (whether for loss of profit or otherwise) and our entire liability under or in connection with this Trading Agreement shall not exceed the associated fees and/or charges received by us under this Trading Agreement.
  6. Nothing in this Trading Agreement shall limit or exclude our liability for death or personal injury to the extent that it is caused by our negligence.

9. DURATION

  1. This Agreement shall commence on the start date specified on our contract and shall continue until terminated by either party by giving to the other not less than one month’s notice in writing.
  2. Notwithstanding clause 9a) we may terminate this Trading Agreement on written notice if:

(i) You make any voluntary arrangement with your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation

(ii) A receiver is appointed over any of your assets

(iii) You cease or threaten to cease to carry on business.

 

10. SECURITY

  1. We will take the utmost care in securing complete confidentiality of you, your client, and anybody who might be in a compromising situation.
  2. All our folders are uniquely secure so no access from other outside sources can compromise our or your integrity.
  3. In the case of anybody who makes an advance to you or your clients on the basis of work produced by ourselves, please notify us and legal proceedings might impend.

OTHER CLAUSES:

 

CONTRACT FOR PROVISION OF SERVICES

The acceptance in writing (including by email) of an SOW by the Customer will constitute a binding contract between the Customer and La Decoller for the provision of the Services on these Terms.

 

SUPPLY OF SERVICES

1.1 We will provide the Services and any Deliverable to the Customer with reasonable care and skill and in accordance with the relevant SOW.

1.2 We will use all reasonable efforts to adhere to the provisions of any timetable included in the SOW.

1.3 The Customer will provide all such information, material, facilities, and other assistance as La Decoller may reasonably request in order to assist us in providing the Services or otherwise perform its obligations under the SOW.

 

CONFIDENTIALITY

1.1 Neither party may disclose to any other person the contents of an SOW or use or disclose any of the Confidential Information of the other except:

(a) When required to do so by law or any regulatory authority; and

(b) To its (or any of its Associated Companies’) employees, contractors, directors, agents, or advisers whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person is informed of the obligations of confidentiality under these Terms.

 

LIABILITY

1.1 Except as expressly stated in clause 1.2 under this heading ‘Liability’:

(a) We will have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:

(i) Special damage even though La Decoller was aware of the circumstances in which such special damage could arise;

(ii) Loss of profits, anticipated savings, business opportunity, or goodwill;

(iii) Loss of data; and

(iv) Infringement of copyright provided La Decoller has made all reasonable efforts to avoid such infringement.

(b) The total liability of La Decoller, whether in contract or otherwise and whether in connection with an SOW, these Terms or otherwise, will in no circumstances exceed a sum equal to the amounts payable to La Decoller under the SOW in the 12 months immediately before the cause of action arose; and

(c) The Customer acknowledges that no representations were made prior to entering into these Terms and agrees that, in entering into these Terms, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in the SOW. The Customer will have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into these Terms and we will have no liability otherwise than pursuant to these Terms.

1.2 We will be liable for death or personal injury resulting from its negligence or that of its employees whilst acting in the course of their employment and the scope of their authority, for fraud and fraudulent misrepresentations, and for any other loss or damage in respect of which liability cannot lawfully be excluded.

1.3 General

The parties acknowledge that having regard to all the circumstances, the provisions of this Clause are fair and reasonable.

 

INTELLECTUAL PROPERTY RIGHTS

1.1 Subject to payment of the relevant amounts, La Decoller assigns all rights, title, and interest (including all Intellectual Property Rights) in the Deliverable Design, the Web Pages, and any La Decoller Content (but excluding La Decoller Software, Third Party Software, and any third party Content) to the Customer with full title guarantee.

1.2 We will not use or re-create the look and feel of the Deliverable or anything substantially similar to it.

1.3 We will use all reasonable efforts to assign third-party Content to the Customer.

1.4 We acknowledge that all Intellectual Property Rights in the Customer Content and any modification to it belong and will belong to the Customer and that we will have no rights in or to the Customer Content other than the right to use it in accordance with these Terms.

1.6 The Customer acknowledges that all Intellectual Property Rights in the Third-Party Software and any modification to it belong and will belong to the relevant licensor, and the Customer will have no rights in or to the Third-Party Software other than the right to use it in accordance with these Terms.

 

SITE CONTENT

1.1 The Customer will ensure that all Customer and third party Content does not infringe any applicable laws, regulations, or third party rights and does not include material that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights (Inappropriate Content).

1.2 The Customer acknowledges that La Decoller has no control over any Customer or third party Content and does not monitor the Content. La Decoller reserves the right to remove Content from the relevant Deliverable and/or to suspend the operation of the Deliverable where it reasonably suspects such content is

Inappropriate Content.

1.3 The Customer will indemnify La Decoller against all damages, losses, and expenses arising as a result of any action or claim that any of Customer or third party Content constitutes Inappropriate Content.

 

TRANSFER OR ASSIGNMENT

Neither party may assign or sub-license its rights under these Terms without the prior written consent of the other except as provided in these Terms.

 

NOTICES

1.1 All notices from one party to another under these Terms will be in writing, signed by a duly authorized person, and sent to the company secretary at the address specified in these Terms (or such other address as may be notified in writing by the party from time to time).

1.2 A notice will be deemed to have been received if served by hand, immediately upon personal delivery or if served by post.

 

SEVERABILITY

If any provision or part of these Terms is held to be invalid or unenforceable to any extent then it will be severed from the rest of these Terms so that it is ineffective to the extent that it is invalid or unenforceable and the remaining provisions or part of these Terms will remain in full force and effect.

WAIVER

The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.

WHOLE AGREEMENT

The Contract, the SOW, and these Terms constitute the entire agreement between the parties in connection with the subject matter of the SOW and supersede all prior oral and written agreements, understandings, and correspondence.

AMENDMENT

1.1 La Decoller may amend these Terms from time and each will be subject to the Terms current at the time the relevant SOW is accepted.

1.2 An SOW may be amended only by an agreement in writing signed by La Decoller and the Customer.

PUBLICITY

Each party may state in its publicity and marketing materials that the other is a provider or customer (as the case may be) of information services of the type described in these Terms.

FORCE MAJEURE

No cause of action will arise if the discharge of any duty is prevented or delayed, or accrual of any liability on the part of either party is occasioned, as the case may be, by any event beyond the control of that party including any of the following: the act of God, governmental act, war, terrorism, fire, flood or other natural disasters, explosion or civil commotion, failure in information technology or telecommunications services, failure of a third party (including failure to supply data) and industrial action.

GOVERNING LAW

The Contract and these Terms will be governed by and interpreted in accordance with XXX  Law