Ahika Design -  Terms and Conditions of Use


Welcome to Ahika Design. By using Ahika Design, and signing up as a Client, you agree to be legally bound by these Terms and Conditions, including those terms and conditions incorporated by reference. Please read these terms carefully. If you do not accept these Terms and Conditions stated here without modification, you may not use the Ahika Design service. Ahika Design may revise these Terms and Conditions at any time by updating this posting. You should visit this page periodically to review the Terms and Conditions, because they are binding on you. In these Terms and Conditions, Ahika Design, the Ahika Design service, all services related to it, and all text, images, photographs, user interface, "look" and "feel", data and other content included in it from time to time (including, without limitation, the selection, coordination and arrangement of such content) are referred to as the "Web Site" or "Service." Ahika Design is owned and operated by Ahika Ltd, a UK registered, limited liability company.


1. Web Site Generally.


(a) Description. The Ahika Design Service is an online offering where individuals or entities that have signed up with Ahika Design as clients (each, a "Client") can post specific assignments and project descriptions, including illustrative samples or other media, (each, a "Creative Brief"), revise those Creative Briefs ("Revision Brief") and obtain responses (each, a "Response") to those Creative or Revision Briefs from design experts retained by Ahika Design ("Members"). Clients will be provided the Service according to the Packages chosen by Client as detailed in Section 1(f). Client’s Responses will be created iteratively through a drafting cycle of Creative Briefs, Revision Briefs and Responses, ultimately resulting in a final Response conforming to Client’s various Creative and Revision Briefs.

(b) Creative Brief and Responses. Each Client is solely responsible for preparing and posting detailed descriptions of each of its Creative Briefs, including providing samples illustrating Client’s Creative Brief ("Samples"), the applicable deadline, and other relevant terms and conditions. For each Response that the Client wants to a Creative Brief, a term sheet (a "Term Sheet") will be generated that will contain, and be subject to, the terms and conditions established by the Client for the Creative or Revision Brief, including the deadlines and any terms or conditions required by Client. Ahika Design is under no obligation to review a Creative or Revision Brief or Term Sheet for any purpose, including accuracy, completeness of information, quality or clarity. Ahika Design may decide, in its sole discretion, to deny a Creative or Revision Brief, or a Term Sheet.

(c) When Ahika Design provides a Response to a Client, the Client shall review the Response. If a Client fails to promptly inform Ahika Design that the Response is not reasonably responsive to the Term Sheet or Creative Brief, the Client will be deemed to have accepted the Response. If a Client notifies Ahika Design that the Client thinks a Response is not reasonably responsive to the Creative Brief, the Client shall submit information regarding amendments or modification to be made to the initial Response ("Revision Brief"). After providing a Revision Brief, Client will be provided a subsequent Response that conforms with the additional criteria requested by Client. (d) Responses. Ahika Design is not responsible for the content of Responses developed to the extent that such responses are based in conformity with Client’s Creative or Revision Briefs.

(e) Revision cycles. Revision cycles generally consist of 2-3 additional compositions that incorporate changes requested by the client in the Revision Brief. The purpose of the revision process is to create Responses that move forward in a specific direction as determined by the client. The client may request significant changes in the 1st and 2nd cycles, and the Responses might be quite different in nature from the original composition chosen. By the 3rd revision request, Client’s requests shall be modifications of the current composition only. Revision requests that depart from the current composition will be honored and completed in the same timely manner, however; Ahika Design reserves the right to charge £40 per hour for each such Revision. No revision work, which requires payment, will be started without authorisation from Client.

(f) Client Accounts.
a. Payment. Clients registering for the Service must pay for the Service via credit card, or other payment method expressly authorised by Ahika Ltd. via Ahika Design. Client’s will be charged a £50 deposit once the design brief has been completed, however work will not commence until authorisation has been obtained on Client’s credit card and the deposit has been received by Ahika Design as cleared funds. Ahika Design will email client a receipt for the transactions in which Client is involved. All print work must be paid for in full prior to printing commencing. Our fee policy for Clients may change and we may decide to impose additional fees on Clients at any time. Such fees will not, however, apply to Projects submitted before such change in fees by Ahika Design.
b. Refunds and Agreed Fees. If Client is not satisfied with the initial Responses provided by Ahika Design, Client may request a refund by completing the Refund Request form which will be provided to Client upon request. Upon timely receipt of the completed form, Ahika Design will refund the total payment made by Client, less a fifty pound (£50.00) service and processing fee. Once Client requests additional revisions for any of the initial concepts, Client shall forfeit the right to the refund as outlined above and all or any outstanding fees will become payable. Client shall also forfeit the right to a refund if the client does not respond in a timely manner as outlined in section 1f(c). Acceptance of such refund shall constitute Client’s sole and exclusive remedy with respect to such Responses. Should Client receive such refund, Client acknowledges that it will have no right (express or implied) to use any Response or other work product, content, or media, nor any ownership interest in or to the same.

Refunds are only available to the actual Client for whom the design was created. No refund is available for design firms or for those who order our design services on behalf of another entity.
c. Project duration. Client agrees to provide timely responses to Ahika Design after receiving status notifications from Ahika Design. Client shall have 30 days to respond to each set of Responses submitted to Client for review. If after 30 days the Client has failed to so respond, Ahika Design will assume the Project complete and the Project shall be deemed to be complete. At such time, Ahika Design will have no further obligation to Client, and Client shall pay Ahika Design all fees and expenses associated with work performed by Ahika Design.


2. Eligibility, Access, Use and Service.


(a) Eligibility Requirements. To use this site you much be at least 18 years of age, agree to these Terms and Conditions and the Privacy Policy. By using this site, you represent and warrant that you meet these eligibility requirements, if you are using the site on behalf of an entity, that you are authorised to bind that entity to these Terms and Conditions. Ahika Design may accept or reject your brief in its sole discretion. The Service is not directed to children.
(b) Authorisation to Use; Permitted Uses. You may access and use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Web Site. You may provide Creative Briefs and obtain Responses only if we have received the correct level of authorisation on your submitted credit card or you have paid in full. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may (i) display the Web Site on an internet access device, and (ii) on an occasional, infrequent and ad hoc basis, and only in circumstances that constitute "fair use" under United Kingdom copyright law, print copies of insubstantial portions of the Web Site. Except as expressly authorised by the foregoing sentence and as otherwise permitted herein, you may not display or print the Web Site and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Web Site.
(c) Prohibited Uses Generally. You are required to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Service, and such further limitations as may be set forth in any written or on-screen notice from Ahika Design. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Web Site that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (i) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Client; (ii) delete or revise any material or other information of any other user or Ahika Design; (iii) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure; (iv) use any device, software or routine to interfere or attempt to interfere with the proper working of this Service or any activity being conducted on this site; (v) use or attempt to use any engine, software, tool, agent or other device or mechanism(including without limitation browsers, spiders, robots, avatar's or intelligent agents) to navigate or search this Web Site other than the search engine and search agents available from Ahika Design on this Web Site and other than generally available third party web browsers (e.g., Netscape Navigator and Microsoft Internet Explorer); or (vi) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Web Site. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mailbombing" or "crashing", the Web Site; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any e-mail or posting. Violations of system or network security may result in civil or criminal liability. Ahika Design will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Ahika Design reserves the right to review postings on the Web Site, to remove any postings, and to terminate your ability to communicate with, or post to, the Web Site at any time without notice, in its sole discretion. Ahika Design will take commercially reasonable efforts not to disclose any information you communicate with, or post to, the Web Site but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part.
(d) Operation of Web Site. Ahika Design shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. Ahika Design reserves the right, but shall not be required, to correct any delays, interruptions, errors or omissions. Although Ahika Design intends to use commercially reasonable efforts to make the Web Site and Service accessible, Ahika Design makes no representation, warranty or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may prevent or delay availability. Ahika Design may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Ahika Design shall not be responsible for any loss, cost, damage or liability that may result.


3. Responsibility for Content; Other Representations, Warranties and Covenants.


(a) Company. Ahika Design shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, Ahika Design makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material (including, without limitation, any Creative Brief, Term Sheets, Responses or User Identity (as defined below)) that are communicated through, or posted to, the Service, whether by Members, Clients, Ahika Design or otherwise, nor does Ahika Design endorse any opinions expressed by any user of the Web Site, including any Member or Client. Without limiting the foregoing, Ahika Design makes no representations, warranties or covenants regarding the validity of the rights to Responses granted pursuant to this Agreement. You acknowledge that any reliance on information or other material, including, without limitation, any Job, Term Sheet, Response or User Identity, communicated through the Service, or posted to the Web Site will be at your own risk. Without limiting the foregoing, each Client agrees and acknowledges that it uses each Response at its own risk and that it is responsible for taking any actions it deems reasonable to determine whether its use of a Response will infringe any third party intellectual property, privacy or publicity rights.


4. Ownership; Rights to Use.


(a) Web Site and Service Generally. Except as expressly contemplated under this Agreement, as between Ahika Design and you, Ahika Design will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the full extent provided under United Kingdom and international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of Ahika Design, including "Ahika Design", without the prior written consent of Ahika Design in its sole discretion for each such use
(b) Creative and Response Briefs. Upon submission a Creative or Response Brief or any other information or media provided by Client in connection with Client’s use of the Service (collectively, the "Client Information"), Ahika Design and its agents shall have all rights and licenses necessary to use such Client Information for purposes of obtaining Responses and for archival purposes. Each Member to whom a Client project is made available has the right to review and display the Term Sheet solely for purposes of preparing a Response.
(c) Rights of Ahika Design. Upon Client’s submission of Client Information to the Service, Client grants Ahika Design and its agents (including Ahika Ltd.) a royalty-free, perpetual, irrevocable, sublicenseable, exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works, in any form, media, or technology now known or later developed, such Client Information, for the full term of any intellectual property rights that may exist in such Client Information to the extent necessary to provide Client with the Service and Responses.
(d) Rights of Clients. Subject to Client’s compliance with the terms and conditions of this Agreement, Client shall own final Response compositions provided to Client by Ahika Design hereunder. Client shall not, however, own any materials, media or other content generated during any revision cycles leading up to the final Response composition, with such right, title and interest expressly reserved to Ahika Design. Client acknowledges and hereby grants to Ahika Design the right to use Creative and Revision Briefs, as well as individual Responses provided to Client, for internal and archival purposes, and in order to display and promote the Ahika Design Service. Client acknowledges that its rights under this Agreement shall be limited solely to the final Response compositions, and that no trade or service marks in or to such final Response compositions are being conveyed under this Agreement. Client acknowledges that Ahika Design shall have no obligation or duty to perform trade or service mark searches or inquiries, or the like, in order to validate the propriety or legality of the Response compositions. Accordingly, Client is encouraged to perform its own independent searches with regard to the Response compositions. Furthermore, Client acknowledges that Ahika Design shall have no responsibility or obligation of any kind to assist Client in seeking intellectual property protection (i.e., without limitation, trademark registration) for the Responses, nor shall Ahika Design be responsible in otherwise assisting Client in any way in Client’s perfection of Client’s rights in or to the Responses.


5. Nondisclosure and Privacy.


(a) Privacy. Ahika Design intends to use commercially reasonable efforts to follow its privacy policy, as such privacy policy may be changed from time to time at Ahika Design's sole discretion. Notwithstanding the foregoing, Ahika Design cannot and does not assume any responsibility or liability for any information submitted to the Web Site or for the use or misuse of any information submitted by you or any other person, including, without limitation, any information accessed by a hacker or by any other malicious act.


6. Disclaimers; Limitations of Liability.


(a) Generally; Release from Claims. The Service serves solely as a venue for the creation of work and Ahika Design does not screen or censor any information or material posted to the Web Site. Although Ahika Design makes commercially reasonable efforts to determine the identity of Clients, Ahika Design cannot and does not confirm that any Client or other user is who they claim to be or that any Client or other user has the qualifications he or she claims to have. Because Ahika Design does not and cannot be involved in user-to- user dealings or control the behavior of participants on the Web Site, if you have a dispute with one or more users, you release Ahika Design (and our affiliates, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
(b) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE PROVIDED "AS IS." AHIKA DESIGN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY RESPONSE, JOB, TERM SHEET, USER IDENTITY OR LINKED CONTENT (ASHEREINAFTER DEFINED). AHIKA DESIGN DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AHIKA DESIGN DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii)WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE, AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OROMISSIONS BY AHIKA DESIGN OR ANY THIRD PARTY. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANYOF THE FOREGOING, THERE IS NO WARRANTY THAT THE WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THENEEDS OR REQUIREMENTS OF ANY OTHER PERSON.(c) Limitation of Remedy. NEITHER AHIKA DESIGN NOR ANY THIRDPARTY SHALL BE LIABLE TO YOU OR ANY OTHER PERSON FORANY REMEDY, LIABILITY, DAMAGES, COSTS, OR LOSSESWHATSOEVER RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY OTHER CONTENT, WHETHER ARISING UNDER THESE TERMS OR APPLICABLE LAW,INCLUDING CONTRACT, TORT, STATUTORY, OR ANY OTHERLAW.(d) Exclusion of Consequential Damages. IN NO EVENT SHALL THECOMPANY OR ANY THIRD PARTY BE LIABLE TO YOU OR ANYOTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE,INCLUDING ANY PART THEREOF, OR ANY OTHER CONTENT,(INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THESERVICE) EVEN IF AHIKA DESIGN OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.


7. Indemnification.

 

Upon a request by Ahika Design, you agree to defend, indemnify and hold harmless Ahika Design and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from all liabilities to, claims of any third party due to or arising out of your violation of any of these Terms and Conditions or your use of the Web Site, and any expenses, including, without limitation, reasonable attorneys fees, incurred in connection therewith.


8. Links to Third Party Services.

 

The Web Site may contain links to third party web sites or other services (the "Linked Content"). The Linked Content is not under the control of Ahika Design and Ahika Design is not responsible for the Linked Content, including, without limitation, links contained in the Linked Content, or any changes or updates to Linked Content. Ahika Design is providing Linked Content to you only as a convenience, and the inclusion of such Linked Content is not an endorsement by Ahika Design of such Linked Content. If you decide to access any Linked Content, you do so at your own risk.


9. Termination.

 

Ahika Design reserves the right, in its sole discretion, to terminate Client’s access to all or a portion of the Service, at any time, with or without notice. In the event of such termination, Ahika Design will work with Client to determine the amount of any refund (if any) to be paid to Client as a result of such termination. Should Client’s use of the Service result from Client’s material breach of the terms and conditions of this Agreement, or any other agreement to which Ahika Design and Client are a party, Client shall not be entitled to any refund, unless otherwise mutually agreed upon by the parties.


10. Email communications.

 

Ahika Design will generally use email to communicate with Client. By using the Ahika Design service you agree to receive status notifications, a monthly newsletter, and carefully selected special offers and promotions for our services, or for third-party services Ahika Design believes could be of value to Client. This is essential to maintaining the low-cost of our services. At no time will you receive more than two special offers a month and you are free to unsubscribe at anytime. Ahika Design may or may not use a third party to send email, however, your personal identifying information will never be disclosed or shared with another party without your explicit permission as outlined in our privacy statement and as required by law.


11. General.

 

These Terms and Conditions set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior oral or written agreements and understandings, and any and all contemporaneous oral agreements and understandings (excluding any associated agreements required by Ahika Design (e.g., privacy policy) as a condition precedent to Client’s use of the Service), between you and Ahika Design regarding the subject matter of these Terms and Conditions. No modification, amendment, or waiver of these Terms and Conditions or Use or any part of them shall be binding unless evidenced in writing and signed by Ahika Design. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way. The language of these Terms and Conditions shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto. The section headings and other headings contained in these Terms shall not affect the meaning or interpretation of these Terms and Conditions. These Terms and Conditions shall be governed by the substantive law of the United Kingdom, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to these Terms and Conditions shall be submitted to the courts having jurisdiction in the United Kingdom. You may not assign or otherwise transfer (by operation of law or otherwise) any of your rights or duties hereunder unless Ahika Design agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void ab initio. Ahika Design may assign or otherwise transfer any of its rights or the performance of any of its duties. The waiver by Ahika Design of a breach or a violation of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of these Terms and Conditions.