Terms & Conditions

DEFINITIONS
In these conditions:-
Change Sheet means the Company’s standard form amending the terms of the Specification; Contract means the contract for supply of Goods or Services from the Company to the Customer; Customer means any person, firm or company, organisation or other body of persons or party who contracts with the Company; Goods means those goods to be provided by the Company to the Customer in accordance with the Contract; Specification means the document issued by the Company detailing, among other things, the Goods and/or Services, the fees to be charged for the Goods and/or Services and the timetable in which they are to be delivered; Services means those services to be provided by the Company to the Customer in accordance with the Contract; Work means any documents, drawings, copy, materials, models, data, results or other work performed, created, devised or developed by the Company either alone or with any other person during the provision of or otherwise related to, the Goods and/or the Services.

SUPPLY OF GOODS AND/OR SERVICES
1.The Company shall provide the Goods and/or Services to the Customer subject to the Contract, which shall comprise the Specification and these Conditions, to the exclusion of any other terms and conditions. Any changes to the Contract must be agreed in writing by the Customer and the Company using a change sheet.
2.The Customer shall at its own expense promptly supply the Company with all necessary documents and materials, and all data or other information as required or requested by the Company to allow the Company to provide the Goods and/or Services. The Customer will ensure the accuracy of all such data or information provided to the Company.
3.The Customer shall use its best endeavours to procure that it, its employees and agents, its professional and other advisers and all other persons for whom it is responsible shall promptly and fully co-operate with the Company.
4.The Company will use its reasonable endeavours to maintain the estimated timescale for delivery of the Goods and/or completion or the Services in accordance with the Contract, but time of performance is not an essential condition of the Contract.The Company will keep the Customer informed of any modifications to the anticipated dates of delivery and/or completion. For the avoidance of doubt, the Company shall not be responsible for any delay in performance of the Company’s obligations under the Contract caused by any delay or failure on the Customer’s part, including without limitation any delay or failure on the Customer’s part in complying with its obligations under Condition 2 or 3 above.

FEES
5.The level of fees to be charged under the Contract shall be detailed in the Specification. All fees quoted to the Customer under the Contract are exclusive of any Value Added Tax and any other applicable duties and taxes, for which the Customer shall be additionally liable at the applicable rate from time-to-time.
6. Any subsequent modifications, additions or deletions to the Goods and/or Services, (or their content) will only have effect if agreed in writing between the parties using a Change Sheet signed by both parties or if in accordance with the remainder of this Condition 6, in respect of a Contract on the basis of a fixed price quotation from the Company, the Company reserves the right to quote an additional charge for any such change.The Company shall be entitled to increase the fees to take into account any increased cost including but not limited to increased printing or reproduction costs incurred or to be included by the Company. Any additional work that is in addition to that originally agreed will only by undertaken by the Company on receipt of formal written agreement by the Customer to that additional charge.

PAYMENT
7. Invoices are payable by the Customer within 30 days of issue (together with any applicable duties and taxes and without any set-off or deduction) unless expressly stated otherwise in the Specification. Payment shall be made in Pounds Sterling unless otherwise agreed in writing by the Company.
8. The Customer shall pay the fees due to the Company for provision of the Goods and/or Services in accordance with the payment schedule agreed by the Company in writing although the Customer shall pay 40% of any such fees due for web design or development work in advance upon instructing the Company. If no such schedule is agreed, the Company shall be entitled after the 60th day following the provision of Goods and/or Services (or any part of them) to invoice for the full amount due.
9. If payment is not made on the due date, the Company shall be entitled, without limiting any other rights that it may have, to charge interest on the outstanding amount (both before and after judgement) at the rate of 5% per annum above the base rate from the due date until the outstanding amount is paid in full. This Condition 9 will not prejudice the Company’s right to charge interest in terms of the Late Payment of Commercial Debt (Interest) Act 1998. Proofs and Inspection of Goods.
10. Proofs of all work may by submitted for the Customer’s approval and the Company shall not be responsible for any errors not drawn to the Company’s attention or not corrected by the Customer in proofs submitted.
11.Whilst every reasonable effort will be made by the Company to obtain the best possible colour reproduction in the Goods, the Customer acknowledges that due to the nature of the processes involved, and the varying qualities and textures or different printed materials, the Company shall not be required to produce an exact match in colour or texture to any proof seen by the Customer.
12. The Customer shall inspect the Goods upon delivery.The Company will use its reasonable endeavours to make good, by repair or replacement, any defects due to defective workmanship or materials in the Goods delivered to the Customer provided such defects are notified promptly to the Company by the Customer. In the case of any defect discoverable upon examination, such notification must be made by the Customer to the Company in writing within two weeks from the date of deliver of the Goods.

LIABILITIES
13. The Customer hereby agrees and undertakes to indemnify and keep indemnified the Company during the Contract and thereafter for and against all damages, loss, claims, demands, expenses, costs and liabilities which the Company may at any time incur as a result of any and all breaches by the Customer of the Contract or arising from any act, neglect or default of the Customer, its agents or employees.
14. While the Company will use all reasonable endeavours to ensure the accuracy of the Work and any information given in connection with the Contract and the non-infringement by the Work of any intellectual property or other rights of any third party, the Company will not be held responsible for any consequence arising out of any inaccuracies or omissions or infringements unless such inaccuracies or omissions or infringements are the direct result of the Company.
15. Except in respect of death or personal injury caused by the Company’s negligence, the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company’s charges of the provision of the Goods and/or Services.
16. The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligation in relation to the Goods and/or Services, if the failure or delay was due to any cause beyond the Company’s reasonable control.
17. The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any fault of the Customer including, without limitation:-
(a) any documents or other materials, and any data or other information provided by the Customer relating to the Goods and/or Services; or
(b) any instructions provided by the Customer (or its accountants, solicitors or other professional advisers) relating to the Goods and/or Services; which are incomplete, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival.
18. While the Company shall use all reasonable endeavours to ensure the accuracy of any third party material used by the Company in providing the Goods and/or Services, the Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from use of such third party material.
19. In the event of any website designed as part of the Services proving to contain a material inherent design defect reported by the Customer to the Company within 30 days or delivery to the Customer of the software comprising the website, the Company shall use all reasonable endeavours to remedy such a defect at no further expense to the Customer. Any other warranties, representations and conditions, whether statutory or express or implied, are excluded from the Contract, to the fullest extent permitted by law.
20. The Company shall not be responsible for ensuring that any website designed by the Company complies with any relevant laws or regulatory guidance. However, the Company will use its reasonable endeavours to recommend a suitable provider of specialist legal advice to the Customer.

NO ASSIGNATION
21. The Customer shall not assign or otherwise deal with any benefit or liability under the Contract without the prior written consent of the Company. The Company may assign or subcontract the whole or any part of the Contract without the Customer’s consent.

CONFIDENTIALITY
22. The Customer agrees to keep (and to ensure that its employees keep) confidential all information disclosed by the Company to the Customer relating to the business affairs of the Company, including but not limited to the business methods of, other customers of, and prices charged by the Company. This obligation of confidentiality shall apply to information disclosed orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such.

TERMINATION
23. Either party may (without limiting any other remedy) at any time terminate the Contract by giving notice to the other party in the event of that other party committing a breach of the Contract and (if the breach is capable or remedy) failing to remedy the said breach within thirty days after being required by written notice to do so.
24. The Company may (without limiting any other remedy) terminate the Contract:-
(a) at any time by giving notice to the Customer in the event of the Customer becoming sequestrated or becoming apparently insolvent or entering into any scheme or arrangement with its creditors or signing a trust deed for the benefit or its creditors or (being a body corporate) going into liquidation or becoming unable to pay its debts or going into administration or having a receiver or administrative receiver appointed to it, or undergoing a change or ownership.
(b) at any time by giving one month’s written notice to the Customer.
25.On termination of the Contract for any reason, all fees and costs accrued or incurred by the Company up until the date of termination of the Contract shall become immediately payable by the Customer.

INTELLECTUAL PROPERTY
26. Unless otherwise agreed in writing between the Company and the Customer, all intellectual property rights in the Work (including but not limited to copyright, database right, design right and trademark rights) shall be assigned to the customer, once all charges have been paid in full by the client.
27. Where the Work is created using third party proprietary software the Customer shall enter into and comply with the terms of the software proprietor’s standard licenses or sub-licenses published from time to time by that proprietor, including but not limited
to (a) any terms which require that proprietor’s trademark to be displayed in output files generated using its software or the Work and (b) any terms which require the Customer not to reverse compile or disassemble that proprietor’s software.

RISK AND TITLE
28. Risk in the Goods shall pass to the Customer on delivery. Title in the Goods shall remain with the Company and shall pass to the Customer only when the Company has received in cash or cleared funds payment of all sums due by the Customer to the Company under any Contract between them.
29. Until title in the Goods passes to the Customer then (without prejudice to the Customer’s right to re-sell or use the Goods in the ordinary course of its business), the Customer shall keep the Goods separate from all other goods and clearly identified as being the property of the Company and shall ensure that the Goods are kept safe, secure and insured.
30. For as long as the Goods have not been re-sold by the Customer, in the ordinary course of its business and title in the Goods has not passed to the Customer, the Company may at any time re-take possession of the Goods in such way as it thinks fit, including entering any premises of the Customer where the Goods are located to remove them.
31. Until the Company has been paid in full in cleared funds for all sums due by the Customer to the Company under any Contract between them, the Company shall have a lien over any Goods, proofs, layouts, designs and other items in its possession in respect of any sum due by the Customer to the Company.

GENERAL
32. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing, and addressed to the other party at its registered office, or principal place of business, or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any such notice shall be sent by recorded delivery or registered post, and shall be deemed to have been received on the second business day following the day of despatch.
33. If any provision of these Conditions is held by any Court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Conditions and the remainder of the provisions in question shall not be affected.
34. The Law of Scotland shall apply to the Contract and the parties agree to submit to the non-exclusive jurisdiction of the Scottish Courts.