1 DEFINITIONS
The following terms shall have the following meaning:-
’Conditions’ means the terms and conditions in this document and any other terms and conditions agreed in writing by the Seller.
’Buyer’ means the person and or company detailed on the order confirmation and who has ordered the e-brochure from the seller in accordance with these conditions.
’Seller’ means W&I ltd. trading as Words & Images.
’Delivery’ means the date on which the final e-brochure is delivered to the Buyer.
’Documents’ includes any document in writing, any map, plan, graph, drawing, photograph, video, film, negative, tape or other embodying visual images and any disc, tape or other media embodying and other data.
‘Input materials’ mean any ‘Documents’ supplied by the Buyer to the Seller for use in the production of the e-brochure.
’Price’ means the price for the goods excluding VAT (as detailed on the order confirmation provided by the Seller).
‘e-brochure’ means the product defined on the Seller’s web site and detailed in the order confirmation supplied by the Seller.
NOTE: The headings in these conditions are for convenience only and shall not affect their interpretation.
2 PRICE
The Price shall be the Seller’s quoted price as detailed on the order confirmation /the price set out on the seller’s web site. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Sellers invoice.
The Seller shall have the right to adjust its prices for any changes to information previously supplied by the Buyer or for any special requirements requested by the Buyer.
The Buyer shall pay the Seller the sum agreed for the service and any additional sums which in the Sellers sole discretion are required as a result of the Buyers instructions, lack of instructions, and inaccuracy of any material or any other clause attributable to the Buyer.
3 PAYMENT
The Buyer shall pay 50% of the Order Price upon receipt of an order confirmation and a pro-forma invoice from the seller. The balance plus any additional charges shall be payable upon final approval of the proof.
Once the Buyer has approved the proof provided by the Seller, the Buyer will pay the balance of monies due (including any amendment charges). The Buyer may not use any material provided by the Seller until payment has been made in full.
Buyers using the Fast-track service will be required to pay the full amount when submitting their order, text and images. If any amendment charges have been incurred, they will also be required to pay these before the completed e-brochure is delivered by the seller.
4 THE E-BROCHURE
The specification of the e-brochure/s shall be as set out on the Sellers web site and the order confirmation.
The e-brochure shall be supplied in accordance with this specification.
The seller reserves the right to use its discretion to modify the design or specification of any e-brochure template detailed within the order confirmation, if the Seller considers this necessary to accommodate the input materials or special requirements supplied by the Buyer.
The Seller shall provide the e-brochure/s to the Buyer subject to these conditions. Any changes or additions to the specification or these conditions must be made in writing by the Buyer and agreed by the Seller.
The Buyer shall at its own expense supply the Seller with all necessary input materials (documents, materials, data and other information relating to the e-brochure) within sufficient time to enable the Seller to provide the e-brochure within the agreed time frame. The Buyer shall ensure the accuracy of all material supplied.
The Buyer shall at its own expense retain duplicate copies of all input material and insure against their accidental loss or damage. The Seller shall have no liability for any such loss or damage however caused. E-brochures supplied by the Seller shall be at the sole risk of the Buyer from the time of delivery to the Buyer.
The e-brochure shall be provided in accordance with the order confirmation or otherwise in accordance with the Sellers published information relating to the specified e-brochure.
5 DELIVERY
Delivery of the e-brochure/s and proof/s shall be made to the Buyers e-mail address.
Any dates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time of delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing.
6 RISK AND PROPERTY
Risk of damage to or loss of the e-brochure shall pass to the Buyer upon delivery.
Ownership in the Goods shall remain the property of the Seller until such time as the full amount due under the invoice (including any additional costs incurred) is paid by the Buyer in full.
7 INPUT MATERIAL & COPYRIGHT
The copyright or other intellectual property rights in any Input Material shall belong to the Buyer; and the e-brochure shall unless otherwise agreed in writing between the Buyer and Seller belong to the Seller subject only to the rights of the Buyer to use the e-brochure in its supplied form.
The Buyer warrants that any Input Material and its use by the Seller in producing the e-brochure will not infringe the copyright or other rights of any third party and the Buyer shall indemnify the Seller against any loss, damages, costs, expenses or other claims arising from any such infringement.
The Buyer shall not copy or use the design or intellectual copyright inherent within the e-brochure for any other purpose written consent of the Seller.
8 EXTENT OF LIABILITY
The Seller shall have no liability to the Buyer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition or any negligence, breach of statutory or other duty on the part of the Seller or in any way out of or in connection with the performance or purported performance of the e-brochure or failure to meet these terms and conditions.
If the Buyer establishes that the e-brochure supplied by the Seller does not comply with its specified description, the seller shall make good the e-brochure. Any claim made by the Buyer in this respect, shall be made within 72 hours of delivery with a description of the non-compliance in writing.
The seller shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Buyer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non arrival or any fault of the Buyer.
Under no circumstances shall the liability of the Seller to the Buyer under this condition exceed the invoice value of the Goods.
9 CANCELLATION
If the Buyer should cancel the order at any time before delivery and following acceptance of the order confirmation and payment of the initial 50% deposit, they will still be liable to pay the full amount of the order value within 7 days of cancellation or 14 days of the order confirmation date (whichever is the earliest).
10 FORCE MAJEURE
The Seller shall not be liable for any failure in the performance of any of its obligations caused by factors outside its control.
11 LAW AND JURISDICTION
The transaction shall be governed by English Law and the Buyer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Seller invokes the jurisdiction of courts of any other country.
12 NOTICES
Any notice given under these Conditions shall be in writing and may be served:
- Personally
- By registered or recorded post.
- By e-mail or facsimile transmission (the latter confirmed by e-mail or post).
- By any other means which any party specifies by notice to the others.
Each party’s address for the service of the notice shall be its above mentioned address or such other address as it specifies by notice to the others.
13 CONFIDENTIALITY
The Buyer shall not at any time use any unpublished technical information deriving from the Seller or any other confidential information in relation to the Seller’s affairs or business or method of carrying on business.
The Seller will treat all materials and instructions provided by the Buyer as confidential and shall not knowingly disclose any such information to any persons other than the Seller’s employees or other parties (such as freelance staff and sub-contractors) employed by the Seller directly in the production of the e-brochure/s.
14 GENERAL
The Seller may sub-contract the performance of the contract in whole or in part.
The Seller may at its discretion suspend or terminate the supply of any e-brochure if the Buyer fails to make any payment when and as due or otherwise defaults in any of its obligations under these terms and conditions or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Seller believes that any of those events may occur, and in the case of termination may forfeit any deposit paid.
If the e-brochure/s are produced in accordance with any design or specification provided or made by the Buyer, the Buyer shall compensate the Seller in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.
Except for any which is expressly agreed to be included in the e-brochure, all designs, copy, materials, drawings, specifications, and other data provided by the Seller shall remain its property and all technical information patentable or unpatentable, copyright and registered designs arising from the execution of any orders shall become the property of the Seller.
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counter claim which the buyer may have or allege to have or for any reason whatever.
No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property rights except the right to use the e-brochure for promotion of the business/es, product/s or services featured within the e-brochure content.
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