Terms and Conditions of The i-Team – A Division of WordMaster Ltd.
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 “Seller” means The i-Team – A Division of WordMaster Ltd.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 A binding contract shall come into existence upon approval in any form whatsoever by the Buyer of any quotation provided to the Seller. The Seller assumes that the person who has approved the written quotation is duly authorised on the Buyer’s behalf to do so. Such approval shall be deemed conclusive evidence of the Client’s acceptance of these Conditions.
2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.4 Any Royalty free images provided by the Seller will be bound by the terms and conditions of the image supplier. The company will purchase Royalty free images from Shutterstock and it is the Buyers’ responsibility to familiarise with the terms and conditions: http://www.shutterstock.com/license
3 PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage, where applicable, shall be paid for by the Buyer.
3.2 Invoices will be raised and payments will be made as per the payment schedule agreed between the Buyer and the Seller.
3.3 Payment of the price and VAT and any other applicable costs shall be due within 15 days of the date of receipt of the invoice supplied by the Seller.
3.2 The Seller understands and will exercise its statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if it is not paid according to agreed credit terms. The rate of interest that would be charged is eight percentage points above the current Bank of England reference rate, which is fixed every six months.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non- delivery or any delay in delivery;
3.4.3 terminate the contract.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, the deliverables will be in the format agreed between the Buyer and the Seller.
6.2 Delivery dates quoted by the Seller whether in writing or orally are bona fide estimates which the Seller will endeavour to achieve but the Seller cannot guarantee the same and no liability shall attach to the Seller in the event of delivery being delayed. Delay shall in no circumstances amount to or be deemed to be a breach of contract; neither shall the Buyer be entitled to treat the contract as repudiated by reason of the delay. Time for delivery shall not be of the essence of the contract.
6.3 Delivery is deemed to have taken place after transmitting the Deliverables by email, on posting, delivery to a carrier or if the deliverables are collected by the Buyer from the Seller.
6.4 Unless otherwise agreed deliverables will be in electronic format.
7 CHANGE REQUESTS AND CORRECTIONS
7.1 The Buyer may request reasonable changes if the content does not reflect the agreement between the Buyer and the Seller.
7.2 Changes should be requested in writing and before the deliverables are accepted and signed off as completed by the Buyer.
7.3 The Seller will revise any Deliverables to ensure that no technical errors remain and that the Deliverables reflect what was agreed between the Buyer and the Seller. If the Deliverables are as per the original agreement and no technical errors remain in the content, any further revisions to that content are provided at the sole discretion of the Seller.
7.4 If changes are requested after a project is completed and signed off then the Seller reserves the right to charge for additional costs, but such costs will be agreed in writing with the Buyer prior to recommencing any work.
7.5 The Buyer must notify the Seller of any error or fault in relation to the Deliverables within 5 working days of delivery. After such time the Seller will not be liable in relation to any such error or fault.
7.6 In the event that an error or fault is reported within 5 working days of delivery, the Seller will correct the following errors without further charge to the Buyer: Spelling and grammatical mistakes, outright mistranslation, omission, typographical error, or non-adherence to any approved glossary or reference work.
7.7 The Seller reserves the right not to correct errors resulting due to inaccuracies in source material. Such errors may be corrected solely at the Seller’s discretion.
7.8 In the event of any error or fault in the Deliverables, the Buyer must allow the Seller the opportunity to correct such error or fault. Unreasonable failure to do so will amount to a waiver of any related defence, claim or set-off against the Seller.
8 CANCELLATIONS AND REFUNDS
8.1 If Services are commissioned and subsequently cancelled by the Buyer, the Buyer shall pay the Seller either a sum equal to 50% of the complete fee, or a sum equal to the proportion of the complete fee to which the work completed relates, plus a further sum charged on a time basis for preliminary research, administration and enquiries, whichever is the greater.
8.2 The Seller operates on a strictly no refund policy due to the individual and particularised nature of the Services provided.
8.3 In the event that the Seller is unable to fulfil its obligations under the contract, the Seller will refund the amount paid by the Buyer in full without incurring any further liability including, but not limited to, for non-performance or otherwise.
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
11.1.1 the correspondence of the Goods with any description;
11.1.2 the quality of the Goods; or
11.1.3 the fitness of the Goods for any purpose whatsoever.
11.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
11.2.1 the correspondence of the Goods with any description;
11.2.2 the quality of the Goods; or
11.2.3 the fitness of the Goods for any purpose whatsoever.
11.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
12 LIMITATION OF LIABILITY
12.1 Where any court or arbitrator determines that any part of Clause 11 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
12.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
Unless otherwise stated, copyright of all delivered material resides with the Buyer. Responsibility for the right to use copyrighted source material resides with the Buyer.
14 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
15 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
16 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
19 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.