Virtualdesigncloud User Agreement and Terms of Service
Virtualdesigncloud provide this User Agreement (the “Agreement”) which is a contract between you (the “User” or “Users”) and Virtualdesigncloud, 21 Briars End, Witchford, Cambridgeshire, CB6 2GB, UK. You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at virtualdesigncloud.com and/or virtualdesigncloud.co.uk (hereafter the “Site”) and related services (collectively, the “Virtualdesigncloud System”). BY USE OF THIS SITE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE VIRTUALDESIGNCLOUD SYSTEM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.
Purpose of the Virtualdesigncloud System
The Virtualdesigncloud System enables Users to buy services online including but not limited to design and artwork tasks. Users submit jobs and receive a quotation. If a User accepts Virtualdesigncloud’s job quotation, a service Contract is formed directly between such User and Virtualdesigncloud. The User pays Virtualdesigncloud the quoted task fee for their job before commencement of the work; Virtualdesigncloud holds this fee until the job has been completed, at which time the funds are transferred to Virtualdesigncloud’s bank account and your design files or digital website files are then released. You agree that you will not receive interest or other earnings on the funds that Virtualdesigncloud handles.
Virtualdesigncloud System is available only to legal entities and persons who are at least eighteen years old and are otherwise capable of forming legally binding contracts under applicable law.
Users shall not violate any laws or third-party rights on or related to Virtualdesigncloud System. User agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights. All images and copy on Users websites will be the responsibility of the User, and the User shall indemnify Virtualdesigncloud in this regards.
General User Obligations
A consistent and high level of courtesy, respect and professionalism toward each other is expected of all Users of the Site. Users agree to use good judgment when posting information, comments, feedback or other content anywhere within Virtualdesigncloud System. Users may be held legally responsible for damages suffered by Virtualdesigncloud or any third party as a result of legally actionable or defamatory comments, remarks, or other content posted to Virtualdesigncloud System. Users are to comply with all laws applicable to them or to their activities, and with all posted Virtualdesigncloud Policies. These policies may be modified from time to time at Virtualdesigncloud’s discretion, and the currently effective policies will be deemed to be part of this Agreement. Users may not access or attempt to access the Site by any means other than the interface provided. Also Users may not use information from the Site for any other purpose than the purpose for which it was made available and not engage in any activity that interferes with or disrupts the functioning of the Site. This includes not uploading or attaching an invalid or malicious or unknown file or inserting any external links that may be malicious or unknown to you. Virtualdesigncloud is not legally responsible for any remarks, information or other content posted or made available on Virtualdesigncloud System by any User or third party. Virtualdesigncloud is not responsible for and does not monitor or censor content for accuracy or reliability. However, Virtualdesigncloud reserves the right to remove or restrict access to any information or content posted or made available on Virtualdesigncloud System if Virtualdesigncloud considers such information or content to be in violation of this Agreement or if ordered to do so by a government authority.
Identity and Account Security
User information. Identity information related to a Virtualdesigncloud User account must be real and verifiable. Each Virtualdesigncloud User account must be used by only one person, and each person is allowed to use only one User account. Validate User information. Virtualdesigncloud reserves the right to validate User information at any time. You authorise Virtualdesigncloud (in some cases through third parties) to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement. Password. Virtualdesigncloud is not responsible for ensuring and maintaining the secrecy and security of the User’s Virtualdesigncloud account password. The User is solely responsible for this. User agrees not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Virtualdesigncloud. You must notify Virtualdesigncloud Support immediately if you suspect that your password has been lost or stolen.
Submitting a Job. All jobs submitted to Virtualdesigncloud must be in English. Job submissions must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Job submissions may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website.
Enforcement of User Agreement and Policies
Virtualdesigncloud has the right, but not the obligation, to suspend or cancel your access to Virtualdesigncloud System if it believes that you have violated or acted inconsistently with this Agreement or violated our rights or those of another party. Without limiting Virtualdesigncloud’s other remedies, we may suspend or terminate your account and refuse to provide any further access to Virtualdesigncloud System to you if: you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; we are unable to verify or authenticate any information you provide to us; or we believe that your actions may cause legal liability for you, our Users or for Virtualdesigncloud. Once suspended or terminated, you MAY NOT continue to use Virtualdesigncloud System under a different account or re-register under a new account. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. All intellectual property provided by Virtualdesigncloud for the purposes of completing Contracts will be returned by Contractors immediately upon termination.
A User may grant Virtualdesigncloud a right to use Deliverables as necessary for the performance of the Services. Upon written request to Virtualdesigncloud or completion or termination of the Service Contract, Virtualdesigncloud shall immediately return all Users Deliverables to Users and further agree to purge all copies of Users Deliverables and Work Product contained in or on Contractor’s premises, systems, or any other equipment otherwise under Virtualdesigncloud’s control. Virtualdesigncloud agrees to provide written certification to Users certifying the return or purging of Users Deliverables within ten days after the receipt of Users written request to certify. For website development, Virtualdesigncloud does not guarantee any level of appearance or ranking on any commercial search engines.
Any copyrightable works prepared by Virtualdesigncloud in connection with a Contract for Users shall be owned by Virtualdesigncloud until payment has been made by Users and accepted by Virtualdesigncloud. In the case of unpaid pitch design work, such rights shall remain with Virtualdesigncloud until assigned by Virtualdesigncloud on payment of any fees deemed appropriate by Virtualdesigncloud for such pitch design works. Proprietary Rights: to the extent that under applicable law, Proprietary Rights cannot be assigned, Virtualdesigncloud hereby irrevocably agrees to grant, and hereby grants, to Users an exclusive (excluding also Virtualdesigncloud), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialise the work product in any manner now known or in the future discovered. If such license grant is not fully valid, effective or enforceable under applicable law, Virtualdesigncloud hereby irrevocably agrees to grant, and hereby grants, to Users, such rights as Virtualdesigncloud reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership.
A task will be marked as an Abandoned Task when the following conditions are met: After ninety (90) days has passed from Users last message to Virtualdesigncloud and the task is not marked as complete, Virtualdesigncloud Admin or Support will attempt to email User. If User does not respond within three (3) business days to Virtualdesigncloud Admin or Support email, Virtualdesigncloud will mark the task as Abandoned.
The terms and conditions of the Agreement shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
Confidentiality. If a User provides Confidential Information, Virtualdesigncloud shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event do the following: disclose Confidential Information to anyone except to any User or Contractor engaged in a Contract; and use the Confidential Information, except as necessary for the performance of Services for the relevant Contract (including, without limitation, the storage or transmission of Confidential Information on or through Virtualdesigncloud System for use by Contractors). Return of confidential information. When Confidential Information is no longer needed for the performance of Services for the relevant Contract, or upon Users written request Virtualdesigncloud shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. A written request may be made at any time at Virtualdesigncloud’s sole discretion.
Virtualdesigncloud or Users shall not publish any Confidential Information or Work Product, except as may be necessary for the performance of Services for a relevant Contract.
Data Protection Act & Privacy
Virtualdesigncloud promise never to release your personal details to any third-party company for their mailing or marketing purposes unless with your explicit permission. When you make a purchase from our website, we do collect certain personal information from you (for example: your name, email address, payment address and details). All such information is held on secure servers. Virtualdesigncloud complies fully with all applicable U.K. Data Protection and consumer legislation, and we treat your personal information as fully confidential. Reputable third-party banking and distribution institutions handle your credit card transactions; they receive the information needed to verify and authorise your payment card and to process your order. All such organisations are under strict obligation to keep your personal information private. At reasonable intervals, Users may ask Virtualdesigncloud for all information that we hold on you, why that data is being processed, how long it’s stored for, and who gets to see it. Users may also ask for that data, if incorrect or incomplete, to be rectified. Users also have the right to demand that their data is deleted if it’s no longer necessary to the purpose for which it was collected. This is known as the ‘right to be forgotten’. Under this rule, Users can also ask Virtualdesigncloud that their data is erased if they’ve withdrawn their consent for their data to be collected, or object to the way it is being processed. We will also inform Users of any data breach that risks Users rights and freedoms within 72 hours of Virtualdesigncloud becoming aware of it.
FEES AND PAYMENTS
Billing and Payments
If a User accepts Virtualdesigncloud’s job Quotation, a service Contract is formed directly between such User and Virtualdesigncloud. The User pays Virtualdesigncloud the quoted task fee for their job on completion of the works, and your files are then released. Virtualdesigncloud may, at its own discretion, also ask for part-payment during works, or a deposit payment before works commence. You agree that you will not receive interest or other earnings on the funds that Virtualdesigncloud handles.
Hold on funds
Virtualdesigncloud reserves the right, in its sole discretion, to place a hold on funds for Users payments to clear or if Virtualdesigncloud suspects monies may be subject to charge back or if fraud is suspected. Virtualdesigncloud will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, Virtualdesigncloud payment guarantee shall be revoked and all monies in a Users account may be held and/or reclaimed.
Users hereby authorise Virtualdesigncloud to store credit card details and to charge Users credit card (or any other form of payment authorised by User or mutually agreed to between User and Virtualdesigncloud).
Quotation and specifications
- The specification will be agreed between Virtualdesigncloud and the User before any work on a project starts.
- After the specification is agreed, costs along with estimated start and completion dates will be provided to the User as a written Quotation as a Scope of Works, which then forms a service Contract between the User and Virtualdesigncloud.
- If the web development project takes longer than 4 weeks from the commencement of the development work, Virtualdesigncloud reserve the right to charge an interim payment of 50% of the final Quotation cost.
- If the web development project takes longer than 12 weeks from the commencement of the development work, Virtualdesigncloud reserve the right to charge an interim payment of the percentage of work undertaken to date, of the final Quotation cost.
- Whilst we will undertake to complete the website development work to the agreed completion date, we do not guarantee this date, but we will endeavour to notify you in plenty of time.
The User agrees to:
- Provide Virtualdesigncloud, within a reasonable timescale, everything that is requested from you to complete the Project including text, images and other information.
- Provide Virtualdesigncloud with text and images in the format as stated below (see photographs and images)
- Review Virtualdesigncloud’s work, provide feedback, and sign-off approval in a timely manner.
- Make every effort to adhere to all agreed deadlines.
- Adhere to the payment terms.
- Advise, in advance, of any confidential information to be presented by email, written, or verbally, between both parties. Also, for this to be marked as ‘confidential’ in the subject of the email, or clearly on any written documents.
- Provide a minimum of one months notice in writing, or by email should you wish to cancel any contract, subject to the payment terms cancellation herewith.
Virtualdesigncloud agrees to:
- Carry out services in a professional and timely manner.
- Make every effort to adhere to any deadlines agreed between Virtualdesigncloud and the User.
- Make a reasonable number of revisions to the design and layout of the website, to include no more than 2 major revisions. Additional revisions or design work outside the scope of the project will be charged separately.
- Contact you before the end of the first 12 month period, to discuss the various options open to you for continuing website maintenance and support and/or hosting.
Website Development Details
All websites are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and touch-devices. However, Virtualdesigncloud cannot guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates/upgrades by their respective vendors.
Search Appearance / Search Engine Optimisation
All Users websites are developed to be SEO-friendly, insomuch that they have the ability for major search engines, such as Google Search, to index the website and display it’s URL and short description. This does not imply that your website will display in any particular ranking in any search results, in particular for keyword searches, and in accepting a quotation for building a website, you accept that your new website will not display at any particular ranking in search results. Where Virtualdesigncloud provide a separate Search Engine Optimisation service, which are not included in any website build services, whilst we will make our best endeavour to enhance the User’s website ranking in search results, we do not guarantee that the User’s website will display in any particular ranking in any search results. Virtualdesigncloud have no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. User’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory. Virtualdesigncloud assumes no liability for ranking, traffic, indexing issues related to penalties. Occasionally, search engines will drop listings for no apparent reason.; a website’s search engine ranking can fluctuate any day due to any changes made by the competitors. Virtualdesigncloud is not responsible for User overwriting SEO work to their website, for example, the User making changes and uploading over work already provided.
Search Engine Optimisation Services
Search Engine Optimisation Services may include: research of Keywords, editing and creating additional Users website content where applicable, submission of Users website pages to search engines and directories, reporting services using Google Analytics; these will be specified in the Scope of Works to the User. As per the above Terms ‘Search Appearance / Search Engine Optimisation’, Virtualdesigncloud provides no guarantee as to the effectiveness of their SEO Services.
- All website development is undertaken on the basis of the payment terms listed under Fees and Payments, and must be paid before any electronic files are released, or the new website is made live and accessible on the internet.
- The company has the right to charge the client up to 85% of the total web development costs, should the client cancel the website agreement after the design concepts have been agreed, but before all of the subsequent web pages have been completed; the scale of charges will be dependent on what stage the project is at when the cancellation takes place.
Content Management Systems
- All websites will be developed using a Content Management System (CMS) using the WordPress Platform.
Images and supplied content
- Any images that the User supplies should be in digital format with a suitable resolution that will allow them to be used on screen at the required scaling.
- Any images that Virtualdesigncloud are asked to obtain from third party photographers or stock photography will be charged as an additional cost.
- The User guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Virtualdesigncloud for inclusion in their website, or other design, are owned by the User, or that the User has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Virtualdesigncloud and its subcontractors from any liability (including solicitors fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the User.
- Copyright of the website design and material will only be assigned to the User, once payment for the website development works has been paid in full. Until such time, all digital materials and design remain the copyright of Virtualdesigncloud.
- The company will maintain copies of all the files used in connection with your project.
- At the bottom of the website page(s) after payment has been completed, Virtualdesigncloud will place a small and unobtrusive link to our website at the bottom of your website.
- The User is responsible for the hosting and backup of all files for the User’s website. Although Virtualdesigncloud will recommend a hosting provider if the User does not currently have one, Virtualdesigncloud will be indemnified from any losses or actions by the User in the event of a loss or damage to such digital files or website.
- Virtualdesigncloud will charge an admin fee for installing, changing or in any other way moving digital files between hosting providers.
- Virtualdesigncloud cannot guarantee that the website is fully compatible with all hosting provider’s server operating systems.
- Virtualdesigncloud cannot guarantee that the functions contained within any web page (or part of your website design), will always be error free, and therefore the company will not be liable in any way whatsoever to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.
Each User shall indemnify, hold harmless and defend Virtualdesigncloud and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an “Indemnified Party” for purposes of this section) from any and all claims, damages, liabilities, costs, and expenses arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.
Indemnification by Virtualdesigncloud and Contractor
Each Virtualdesigncloud and Contractor shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: such Users use of Services, including without limitation claims by or on behalf of any Contractor for Worker’s Compensation or unemployment benefits, or any Service Contract entered into between such Virtualdesigncloud and a Contractor.
TERM AND TERMINATION
The term of this Agreement commences on the Effective Date and continues in effect until terminated.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party provided that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.
Consequences of Termination
Termination will not relieve Users of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Users following termination, and charged to Users credit card or other form of payment.
VIRTUALDESIGNCLOUD MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, USERS PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRTUALDESIGNCLOUD DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
IN NO EVENT WILL VIRTUALDESIGNCLOUD BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR LITIGATION COSTS, DAMAGES, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
Entire Agreement. This Agreement supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between Virtualdesigncloud and Users.
Notices: Consent to Electronic Notice
No Waiver of rights
The failure or delay of either party to exercise or enforce any right or claim in this Agreement does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorised representative of each party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without Virtualdesigncloud’s prior written consent in the form of a written instrument signed by a duly authorised representative of Virtualdesigncloud (in this case a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Virtualdesigncloud may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void.
If any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in other jurisdictions or of any other provision in any jurisdiction.
Choice of Law
Any disputes involving Virtualdesigncloud arising out of or relating to this Agreement are subject to U.K. law and has exclusive jurisdiction to determine any such dispute.
Virtualdesigncloud and Users hereby agree that any Claims shall first be settled through Virtualdesigncloud Dispute Resolution system. In case of any disputes please contact us at support@Virtualdesigncloud or legal@Virtualdesigncloud to initiate the dispute resolution program.
It is the user’s responsibility to notify Virtualdesigncloud Support or Legal indicating there is a deficiency with the work performed by Virtualdesigncloud.
Virtualdesigncloud Support will then acknowledge the Dispute with a confirmation email, indicating the User’s message has been received and Virtualdesigncloud will begin investigating the Disputed work.
Virtualdesigncloud may request chat logs and any emails or other electronic communications in order to complete the investigation.
Virtualdesigncloud will make a final determination on the Dispute within 72 hours of receiving all applicable chat logs, emails, and other electronic communications.
If either party fails to provide requested chat logs, emails, and other electronic communications within 3 business days of being requested, Virtualdesigncloud may still render a final determination without the requested information.
The final determination will be decided upon by Virtualdesigncloud administration staff.
If a deadline is missed by Virtualdesigncloud, and the User is requesting a refund (full or partial), it is the Users responsibility to notify Virtualdesigncloud Support to begin the Dispute process.
If the user is claiming the quality of work performed by Virtualdesigncloud is not sufficient to meet the needs of the User, and the User is requesting a refund (full or partial), it is the Users responsibility to notify Virtualdesigncloud Support to begin the Dispute process.
Virtualdesigncloud retains the right to offer the User the option of assistance in locating a new Virtualdesigncloud Expert to complete the task for the User in lieu of making a refund (full or partial), as part of the Dispute Determination.
If Virtualdesigncloud Dispute Determination results in a full refund being awarded to the User, the refund will be excluding any Virtualdesigncloud fees charged in accordance with Virtualdesigncloud credit card processor.
If a task has been marked complete by the user for a period of twenty-eight (28) days, no refund (full or partial) is possible. Any Dispute filed on behalf of the user that arises after the 28 day period following a task completion will not be executed or acted upon by Virtualdesigncloud.
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
“USER” means any User utilising Virtualdesigncloud System to request Services to be performed by Virtualdesigncloud. “Users Deliverables” means instructions, requests, intellectual property and any other information or materials that we receive from a User for a particular Contract. “Confidential Information” means User Deliverables, Work Product, and any other information provided to, or created by, a User for a Contract, regardless of whether in tangible, electronic, graphic, verbal, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of User or Virtualdesigncloud; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information. “Contract” means a particular project or set of ongoing tasks for which a User has requested Services to be performed by Virtualdesigncloud and has agreed on using Virtualdesigncloud System. “Contractor” means any third-party utilising Virtualdesigncloud System to offer Services to Users. “Effective Date” means the date of acceptance of this Agreement. “License Agreement” means the license agreement between User and Virtualdesigncloud relating to use of Virtualdesigncloud software.“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognised in any jurisdiction, whether or not perfected. “Services” means design, artwork, web development, software development, writing, translation, administrative, marketing, design service, sales and other knowledge-based or online services.