Website & Service Terms Of Use

Terms & Conditions

YOU MAY REVIEW THE MOST CURRENT VERSION OF OUR TERMS AND CONDITIONS HERE AT ANY TIME.

Uncommon Digital Limited may, from time to time, offer and promote services other than this Website and it’s subscriptions; which services may be governed by different Terms & Conditions. Uncommon Digital owned and operating as a Limited Liability Company under Uncommon Digital Limited. By using Uncommon's Website or contracting Uncommon's Services, you are hereby agreeing to and accepting to be bound by our Terms & Conditions (“Terms”). In the event you do not wish to accept these Terms & Conditions, we request you to refrain from visiting the Uncommon Digital's Website or using Uncommon's services.

The term “Client” or “Clients” refers to you or any such person using Uncommon's Services or otherwise browsing the Uncommon Digital Website. The term “Uncommon” refer to the company, its owners, Directors and such other persons. The term “Party” shall refer to either the Client or Uncommon as the context may suggest and the terms “Parties” or “Us” collectively refer to the Clients of Uncommon Digital along with Uncommon. Updated 7th May 2018.

Commencement

Uncommon will undertake or start on any Services only on the receipt of payment for any Package / Product / Service as subscribed to by the Client.

General Terms

All Services being offered on Uncommon are for lawful purposes only. Use of Uncommon or any of the Services being offered for any purpose that is illegal or otherwise inconsistent with any law is strictly prohibited.

The Services being offered are only for those individuals who are the age of 18 years or older. Any individual below the age of 18 years is strictly prohibited from using Uncommon or any of its Services. Uncommon shall not be responsible for any loss or damage resulting from such individual’s use of Uncommon’s website or it’s Service.

Uncommon may in its sole discretion employ or subcontract any person to complete any of the Services offered by Uncommon.

Clients shall not upload or post any content that is infringing upon the intellectual or other proprietary rights of any third party without obtaining their prior written consent.

Clients are prohibited from tampering with or otherwise altering any functions or functionality of Uncommon’s website, in any manner inconsistent with its intended purpose.

Client hereby agrees that Uncommon shall be entitled to make use of the Client’s website and any content present on it for Uncommon’s marketing and promotion purposes.

Uncommon may in its sole discretion include a backlink and/or logo in the footer of Client’s website.

Uncommon may in its sole discretion terminate Client accounts or restrict the access of any Client to Uncommon.

Client will be entitled to use Uncommon’s Services on a monthly or biannual basis by making timely and complete payments, subject to the conditions of the Package they are on.

Client can also be entitled to a Custom Package to suit any specific requirements. The price of such Custom Package will be determined by Uncommon. Such prices may vary based on Client requirements.

Clients subscribing to any Package shall be entitled to an unlimited number of updates. However such updates shall be restricted to any changes in the text or to the images present on the website. Any updates to any material other than the text or images shall be provided for at an additional charge as determined by Uncommon.

Clients shall be restricted to only a single free edit with regards to any videos created by Uncommon. Any additional edits or non-standard edits may incur a further charge.

Standard videos created for Clients shall be for a length not exceeding 60 seconds. In the event additional time is required by the Client, Uncommon may choose to provide this at an additional charge determined by Uncommon.
All videos or photos as required by the Client will be taken and edited under Uncommon’s or its associate’s directions.

The Client shall provide Uncommon with all necessary requirements needed for carrying out Uncommon’s Services in a timely manner. Any delays in response on behalf the Client may affect the timing and delivery of the Services and Uncommon shall not be responsible for such delay in providing the Services.

Clients shall be provided with an opportunity to review their Website before the website goes live. All content shall be deemed to have been accepted by the Client if no response is received from the Client within 5 business days.

All communications between the Client and Uncommon shall be done by way of the project management system as notified by Uncommon.

Client shall be entitled to a buyout option where Client will retain sole ownership of the website developed by Uncommon. Once the developed website has been bought out by the Client, Uncommon will have no further obligations for the maintenance or control of the site. In the event the Client exercises the buyout option, Uncommon will transfer all files to the Client as created or existing on such date, and it will be the sole responsibility of the Client to install such files and manage the website or find a web developer to do so. Client will accept the website and all files “as is”.

Uncommon may introduce or remove any promotions or offers from time to time. The terms of such offers and promotions are subject to change without any prior notice and Clients are requested to confirm each promotion or offer in advance.

Payment Terms

Uncommon follows a policy of 100% advance payment. All Services shall commence only once all Payments have been made unless otherwise noted.
Uncommon reserves the right to alter pricing at its own discretion.

In the event Clients require additional pages on their websites, Uncommon shall provide Services to develop these. Clients will be required to either upgrade their existing Package or be subject to a fee determined by Uncommon.

On the termination of these Terms & Conditions, all amounts payable to Uncommon by the Client will be due and require immediate payment.

Uncommon retains the right to charge Clients an additional fee in the event of late payments by the Client.

Cancellation Terms

These Terms & Conditions shall continue in full force and effect for the duration of the Clients use of the Services provided by Uncommon.

All requests for cancellation will have to be formalized and made via email or telephone.

Clients subscribed to the biannual Packages are committing to a 6 month term. After 6 months, Client’s subscription will automatically renew for another 6 months, unless a cancellation request has been submitted to Uncommon prior to the automatic renewal.

In the event Client cancels any monthly Package, Client will not be entitled to any refunds. Client’s subscription will be canceled when current billing term ends.

Clients shall be entitled to cancel or otherwise reschedule any photoshoots by providing an advance notice of 3 business days. Any cancellation or rescheduling made by the Client without providing sufficient notice shall be subject to a cancellation fee as determined by Uncommon.

Uncommon may, in its sole discretion, terminate the Services being rendered to the Client in case of any material breach of these Terms & Conditions. No prior notice shall be given in case of such termination.

In the event the Client fails to make any timely responses or does not acknowledge any communications sent from Uncommon, Uncommon may terminate all Services being rendered to the Client. All fees and costs incurred and paid by the Client prior to the cancellation are non-refundable.

Client’s website will become inactive once Client’s Package is cancelled. After 30 days of inactivity, all website files will be deleted and will not be recoverable.

Uncommon reserves the right to cancel or refuse Service at any time at Uncommon’s sole discretion.

Support Terms

Clients will be provided with any assistance or support as required in the Package. Any non-standard assistance or support may be charged an additional amount as determined by Uncommon.

In the event that a Client exercises its buyout option, Uncommon shall have no obligation to provide any further support or assistance and it shall henceforth be the responsibility of the Client.

Uncommon shall try to maintain an uptime hosting of 99.9% of Client’s Website as guaranteed by Uncommon’s hosting provider.

Intellectual Property Terms

Clients shall have sole ownership, title and all other intellectual and proprietary rights over all content posted or otherwise published on the site. Any images or videos provided by Uncommon shall remain the sole property of Uncommon or of such third party from whom Uncommon has obtained all necessary licenses and approvals unless otherwise noted.

It shall be the responsibility of the Clients to obtain all necessary rights, licenses and approvals as may be required for any image, photo or video they wish to use, including any photos or videos of Client’s location as well as from any individuals appearing in such photo or video.

Clients shall be responsible of notifying Uncommon of any copyright, legal notices or disclaimers that Client requires to be included in the Package. Any and all costs incurred for such requirements shall be solely borne by the Client.

Uncommon may in its sole discretion use or otherwise allow the use of any content created, pre-existing, or otherwise obtained through purchase or by way of a license or otherwise available via Open Source to enhance the quality of the Customer’s website as well as to provide faster and higher quality. Such content may include but shall not be limited to code, algorithms, css files, modules, third party plug-ins, sub-routines, or other lines of code. However, Uncommon does not assign any title or exclusive right over any such Content to the Client and only grants a non-exclusive, irrevocable, worldwide, royalty free right to use such content owned by Uncommon at the start of any transactions as entered into between Uncommon and Client or for use in any Services as offered by Uncommon.

Clients are expressly restricted from using any content for which they have not obtained the requisite title, approval or license. Any content as licensed by Uncommon shall not be used by the Client unless after obtaining prior written consent from Uncommon.

The Clients hereby agree that the Copyright over all content provided by Uncommon shall rest solely with Uncommon or such third party from which Uncommon has obtained all necessary approvals and licenses.
All Intellectual or proprietary rights, including but not limited to any trademarks, copyrights, trade names or trade secrets, over any content posted or published on Uncommon shall be that belonging to Uncommon or obtained otherwise.

Confidentiality Terms

Clients shall not, either during the course of this Agreement or at any time thereafter, (unless authorized to do so by Uncommon in writing) directly or indirectly (i) use for their own benefit or the benefit of any third party or (ii) disclose or permit the disclosure or unauthorized publication of any Confidential Information.

On the expiry or termination of these Terms & Conditions, Clients shall return any and all Confidential Information relating to Uncommon. In the event that such Confidential Information is stored electronically, Clients shall destroy such Confidential Information from their servers.

Clients shall not knowingly disclose any information which they know to be belonging to any third party.

Neither Party shall be liable for any breach of Confidential Information if:
Such information was already existing in the public domain prior to this Agreement.

The Party can prove that such information was known to it prior to this Agreement.

The Confidential Information was made available in the public domain due to no fault of the Parties.

Such Confidential Information was disclosed in compliance with any judgment or order of a competent court or in accordance with any law for the time being in force or due to an order from any governmental authority.

Representation & Warranties

Uncommon does not make any representations or warranties that the services being offered shall be continuous, uninterrupted, or otherwise free from any inaccuracies or errors, or be compatible with your device.

Uncommon specifically does not predict nor guarantee any particular rankings within search engine listings.

In the event of disruption of any or all of the services of Uncommon due to any cause including any act of god, war riot, electrical outages, electrical spikes, natural calamities, that cannot be either foreseen or from which no reasonable precautionary measures can be taken, then, Uncommon shall not be responsible for the resulting loss or damages.

Under no circumstances shall Uncommon be liable in contract, tort (including negligence) or otherwise for any loss of profits, goodwill, savings or business, or for any special, indirect, incidental or consequential damages.

Clients hereby warrant and represent that all information as provided by them are true, accurate and complete to the best of their knowledge.

Clients hereby represent and warrant that they have all necessary rights and title over all content or information as provided by them including any necessary consents, approvals or licenses from any third party having such right, title or interest over the content or information.

Indemnity & Liability Terms

Clients shall indemnify or otherwise hold Uncommon harmless against any loss, damages or claims arising due to any actions or omissions on part of the Clients.

Any loss, damage or claim arising out of or caused due to any Client infringing the Intellectual Property of Uncommon or any third party shall be indemnified or otherwise be defended by such infringing Client.

Uncommon shall not be liable for any loss or damage caused to Clients by following any links or advertisements present on Uncommon.

Under no circumstances shall Uncommon be liable for any loss of actual or anticipated revenues, profits, goodwill, opportunity or business or for any consequential, special, incidental, exemplary, punitive or other indirect losses or damages, whether arising out of or related to these Terms & Conditions including those in contract, tort (including negligence) even if such loss was foreseeable or if Uncommon has been advised of the possibility of such damages or loss.

In the event of any breach of these Terms & Conditions, the maximum extent of Uncommon’s liability shall be to the extent of fee paid or charged with regard to the Services rendered.

Uncommon shall not be liable for any delay or disruption in services caused due to reasons out of Uncommon’s control.

Variation & Severability of Terms

Uncommon may in its sole discretion alter, vary or modify any or all provisions of these Terms & Conditions without providing any prior notice.

It shall be the Clients’ responsibility to stay updated with any such revised Terms & Conditions.

Uncommon shall not be responsible for any loss or damage caused due to the Clients lack of knowledge of such revised Terms & Conditions.

If any part of these Terms & Conditions is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of the Parties under these Terms shall not be materially and adversely affected thereby, (a) such provision shall be fully severable; and (b) these Terms shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof.

Waiver

Any leniency or delay by Uncommon in taking any action against the Client in any matter amounting to breach or violation of these terms shall not be considered or interpreted as a waiver of Uncommon’s right to take action at a later stage.

Entirety

These Terms constitute the entire understanding and agreement between the Client and Uncommon and shall supersede any and all prior understandings or previous versions of the Terms.

Relationship Of Parties

The Client and Uncommon are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Developer has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.

Each Party also agrees not to make false or misleading statements, claims or representations about the other Party, the other Party’s Services, or the relationship between the Parties.

Governing Law & Jurisdiction

Any claim or dispute arising out of these Terms shall be governed by the laws of New Zealand as may be applicable.

The Courts of New Zeland shall have sole jurisdiction over all claims or disputes arising out of these Terms.

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