TERMS & CONDITIONS

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 6 (LIMITATION OF LIABILITY).

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1. Basis of Contract

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• The Supplier is a well known designer and producer of graphic design, websites, logos and trademarks.

• The Supplier will produce a specification of the works to be carried out.

• An Order constitutes an offer by the Customer to purchase graphic design and website services in accordance with these Conditions.

• The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

• Any samples, drawings, or descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations produced by the Supplier are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

• These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

• Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

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2. Supply of Services​

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• The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

• The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

• The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

• The Supplier may assign part of the works to a third party. Any assigned works will be subject to the terms of this agreement however the third party will be directly responsible to the Customer for the works that it carries out.

• The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

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3. Customer’s obligations

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• The Customer shall:

  • ensure that the terms of the Order and Specification are complete and accurate;

  • co-operate with the Supplier in all matters relating to the Services;

  • provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

  • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

  • will discuss any concerns regarding the Services with the Supplier in good time so that they can be resolved by a mutually satisfactory remedy.

• If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

  • without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

  • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and

  • the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

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4. Charges and payment

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• The Charges for the Services shall be calculated as set out in the Specification.

• The Supplier shall invoice the Customer as agreed in the Specification.

• The Supplier reserves the right to invoice at the end of each calendar month for work carried out during that month.

• The Supplier reserves the right to invoice for any work carried out by the Supplier but put on hold by the Customer to await completion at a later date.

• Before works commence, the Supplier will require a deposit which will equate to 50% of the cost of the works, unless otherwise agreed.

• The Customer shall pay each invoice submitted by the Supplier:

  • within 14 days of the date of the invoice; and

  • in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

• If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

• All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

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5. Intellectual property rights

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• All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

• The Customer irrevocably warrants and undertakes to pay any legal fees or damages awarded against the Supplier for any breach of Intellectual Property Rights in regards to materials provided by the Customer.

• The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence for the purpose of receiving and using the Services.

• The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 2.

• The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the purpose of providing the Services to the Customer.

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6. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

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• Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

  • death or personal injury caused by negligence;

  • fraud or fraudulent misrepresentation; and

  • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

• Subject to clause 6.1, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap of total payments received from the Customer.

• The following types of loss are wholly excluded:

  • Loss of profits

  • Loss of sales or business.

  • Loss of agreements or contracts.

  • Loss of anticipated savings.

  • Loss of use or corruption of software, data or information.

  • Loss of or damage to goodwill.

  • Indirect or consequential loss.

The following types of loss and specific loss are not excluded:

• Sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Services not provided in accordance with the Contract.

• Wasted expenditure

• The Supplier has given commitments as to compliance of the Services with relevant specifications in clause . I2n view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

• Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

• This clause 6 shall survive termination of the Contract.

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7. Termination

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• Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months’ written notice.

• Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;]

  • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

  • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

  • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

• Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

• Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 2(b) to clause 7.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

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8. Consequences of termination

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• On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

• Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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9. General

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• Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

• Assignment and other dealings.

  • The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

  • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

• • Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3(b).

  • Each party may disclose the other party’s confidential information:

    • to its employees, officers, representatives, subcontractors, assignees or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and

    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

  • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

• Entire agreement.

  • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

  • Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

  • Nothing in this clause shall limit or exclude any liability for fraud.

• Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

• Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

• If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

• Third party rights.

  • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

• Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.