Terms & Conditions

1 DEFINITIONS
(1) "Buyer" means the person and/or organisation who purchases Services and Goods from the Supplier;
(2) "Consumer" shall have the meaning ascribed in Section 12 of the Unfair Contract Terms Act 1977;
(3) "Contract" means the contract between the Supplier and the Buyer for the sale of Goods and provision of Services incorporating these Terms and Conditions;
(4) "Goods" means the products/articles which the Buyer agrees to buy from the Supplier as specified in the Proposal.
(5) "Intellectual Property Rights" means any patent, trademark, service mark, registered design, copyright, design right, any contact or database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world, whether or not presently existing or applied for, which are held by the owning party;
(6) "Proposal" means the document describing the services and goods to be provided by the Supplier; either written or via electronic transmission
(7) "Services" means the design services that the Buyer agrees to buy from the Supplier, as specified in the Proposal;
(8) "Supplier" means Suburbia Design & Communications Ltd of Minafon, Green Lane, Llangollen, LL20 8TB, Registered address – Cholmondeley House, Dee Hills Park, Chester, CH3 5AR, Registered in England and Wales, Number 6053472, VAT registration number 975 9624 57.
(9) "Terms and Conditions" means these Terms and Conditions but will also include any special terms and conditions agreed in writing by the Supplier;
(10) "Working days" means any Monday to Friday from 9am to 5pm excluding all public and bank holidays in England and Wales.

2 CONDITIONS
(1) These Terms and Conditions apply to all contracts for the sale and provision of Goods and Services by the Supplier to the Buyer and will prevail over any other agreement, documentation or communication whatsoever between the parties.
(2) Nothing in these Terms and Conditions is intended to affect a Buyer's statutory rights as a Consumer.
(3) These Terms and Conditions can only be varied if agreed between the parties in writing.
(4) Any special conditions which apply will be set out in the Proposal.
(5) Any complaints by the Buyer must be in writing to the Supplier's address stated in Clause 1(8)
(6) The Buyer is not entitled to withhold any payment of the price, or part thereof from the Supplier. Any complaints or queries by the Buyer, including any snagging lists, must be in writing to the Supplier's address stated in the Proposal.

3 THE GOODS AND SERVICES
(1) Details of the Goods and Services which the Supplier will supply to the Buyer are contained within the attached Proposal. Only those Goods and Services as detailed in the Proposal are included. Quotes will be valid for a period 28 days. Any samples, drawings, specification, product details in any format or any form of advertising material are shown by the Supplier to provide some indication of the Goods and/or Services and
are not part of the agreement unless specifically stated within the Proposal.
(2) While the agreed price includes design, this is for the initial design only. Subsequent redesign and amendments/corrections will be liable to be charged at the Supplier's current usual hourly rate for such work unless specifically provided for within the Proposal.
(3) When the Buyer places an Order with the supplier ("the Order") they will be deemed to have accepted the Proposal and these Terms and Conditions.
(4) The agreement between the Supplier and the Buyer, incorporating these Terms and Conditions, shall only come into force when the Supplier confirms an Order to the Buyer. Prior to any confirmation the Supplier has the right to refuse any Order.
(5) The Buyer confirms that they are aware that any results, whether on a marketing, sales or other basis, cannot be guaranteed from the Supplier's design. The Buyer enters into the agreement with the understanding that they are responsible for their own results. The Buyer holds the Supplier free of all liability and responsibility for any actions or results or adverse situations created as a direct result of specific referral or advice given by the Supplier.

4 PRICE AND PAYMENT
(1) The Price of the Goods and Services is exclusive of VAT and as shown on the Proposal. Any additional Goods or Services to be supplied will be agreed in writing between the Buyer and the Supplier and will be subject to additional charges. The Supplier reserves the right to charge VAT at the rate applicable at the time of invoicing, and the Buyer will be liable to pay any VAT charged.
(2) Payment must be made in accordance with the Proposal.
(3) Where payment or any part payment is overdue (such as if there are problems with the payment method or payment does not clear for any reason or is not made on time), then the Supplier will immediately cease or suspend the provision of any Goods and/or Services until full cleared payment is received by the Supplier.
(4) The Supplier will charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, or any subsequent enactment that may be in force, and is also entitled to recover all reasonable expenses incurred in obtaining payment from the Buyer where any payment or part payment due to late payment from the Buyer, including all costs and charges from the Supplier's third party Credit Control agent, or any such third party as maybe engaged by the Supplier at their absolute discretion to recover payments due.

5 BUYER'S OBLIGATIONS
(1) To enable the Supplier to provide the Services the Buyer will at all times:
(a) co-operate with the Supplier and provide any documents, information and/or materials, support and facilities required, and within a reasonable time of such a request from the Supplier.
(b) obtain all and any licences, permission, consents and anything similar prior to the supply of the Services. Unless specified within the Proposal, the costs of meeting this will be the responsibility of and paid directly by the Buyer.
(c) ensure and agree that any data, information, materials or documents or anything passed to the Supplier have been checked by the Buyer as being accurate, suitable for the use the Buyer requires, proof-read, final and requires no further amendment and does not breach any copyright, intellectual property or the rights of any third party, whatsoever in nature, is not contrary to any law and is virus-free and functions satisfactorily
and will be provided by the Buyer in the format the Supplier specifies
(d) comply with all statutes and statutory regulations applicable to the Services.
(2) The Buyer will also comply with the Proposal and all and any Special terms contained within that Proposal.
(3) The Buyer agrees that the Supplier has a non-exclusive, worldwide, and royalty-free sub-licensable licence for the whole of any term, including any renewal term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, copy, create derivative works from, distribute, perform, display, and otherwise use anything provided by the Buyer to the Supplier as necessary
solely for the purposes of rendering and operating the Supplier's services to the Buyer. For the avoidance of doubt, this does not transfer or grant to the Supplier any right, title, interest or intellectual property rights in Content supplied to the Supplier by the Buyer.
(4) Prior to the Services starting, the Buyer will obtain the approvals, licences and permissions and authority as detailed in the Proposal, to enable the Supplier to carry out the Services and where required will provide evidence of such to the Supplier. However, where applicable, by placing an Order the Buyer undertakes that they have the authority of any owners of relevant equipment and/or premises where the Services are
to be performed.
(6) The Buyer agrees to fully examine and, where applicable, test any design or anything relating to the Services as requested by the Supplier before it is finalised or is made generally available for use. Testing includes proof reading and checking for errors. The Buyer will have 5 working days from the date that the Supplier advises the Buyer that the design is ready, in which to do this. Such testing and checking is the Buyer's responsibility, particularly as to accuracy. If the Supplier does not hear from the Buyer within 5 working days from the date that the Supplier advises the Buyer that the design is ready, then the Supplier will assume that the Buyer accepts the design as it is. If any errors or problems are subsequently found the Supplier will use their best endeavours to make the necessary corrections but is not obligated to do so.
(7) It will always remain the Buyer's responsibility to retain, as applicable, up to date copies and back-ups of any information and/or data and anything in connection with the Services and it is not the Supplier's responsibility to retain any copies or back-up. The Supplier can not accept any responsibility whatsoever and will not be liable for any losses, claims or damages which may arise because copies have not been made and/ or data and/or content is not/has not been backed up.
(8) The Buyer will indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Buyer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any Goods and/or Services manufactured/designed according to the Buyer's specification and provided by the Supplier in accordance with the Proposal, infringes any rights whatsoever of any third party.
6 SUPPLIER'S OBLIGATIONS FOR DELIVERY & PERFORMANCE OF SERVICES
(1) The Supplier will supply Goods and Services in accordance with the description of such Goods and Services contained within the Proposal. Time limits provided are estimates only.
(2) The Supplier will perform the Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice. However, whilst the Supplier will use its reasonable endeavours to supply the services, the Supplier shall not be responsible for any failure to provide services or any unavailability.
(3) The Supplier makes no warranty against electronic virus, worms or any other fault or defect or problems which may occur or as a result thereof, including data, materials, documents or any e-mail the Supplier sends.
(4)(a) The level of Support, if any, is detailed in the Proposal.
(b) Projects are usually provided as a complete work as detailed in the Proposal. The Supplier is usually able to provide future support upon request, at extra agreed cost, but is not obligated in any way to do so.
(5) (a) Some Goods and some features of the Supplier's services will be based on items and/or services provided by third parties as the Supplier will determine at their absolute discretion. The Buyer acknowledges that they are entering into a separate agreement with the relevant third party and specifically agrees that the Supplier can not be responsible for any faults, failures, errors, or issues relating to the operation of third party items and/or services.
(b) It is the Buyer's responsibility to adhere to any agreement that is in force pertinent to any item and/or services provided by third parties. By entering into any agreement with the Supplier, the Buyer is also confirming that the Buyer has read and agrees to adhere to such agreements and that the Buyer understands that there is an agreement directly between the Buyer and the third parties.
(6) The Supplier reserves the right to suspend the services and to substitute any person within the Supplier's organisation, such as developer or designer and sub-contract as and where the Supplier, in their sole discretion, determines.
(7) The Buyer is always responsible for anything which the Buyer submits to the Supplier including, but not limited to data, information, materials or documents, any content or anything else whatsoever and the Supplier advises that the Buyer maintains adequate insurance both in transit and whilst in the Supplier's care. The Supplier always advises that the Buyer retains, as applicable, copies/back-up of anything which is submitted to the Supplier. The Supplier can not be responsible for the destruction or damage of any item whatsoever which the Buyer submits to the Supplier, including replacement, re-shooting, reprinting, copying nor any losses whatsoever which occur as a result thereof.
(8) If the Supplier has specifically agreed on any Proposal to supply any report or documentation, they will be in whatever format and contain the information that the Supplier, in their absolute discretion, deems appropriate.
(9) The Supplier shall be entitled to procure the services of any other persons and/or organisations with suitable skills and experience as are necessary from time to time in order to provide the Services.
(10) Except as expressly stated in these terms and agreement or those statutory warranties which apply to consumers, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Goods and Services to be provided by the Supplier.

7 RESPONSIBILITY AND USE
(1) The Buyer agrees to be solely responsible for the use of any Goods and/or Services supplied and that they will use the Goods and/or Services legally and only for the purposes that such Goods and/or Services are intended to be used for and at all times in accordance with any applicable intellectual property rights, manufacturer's instructions, advice, suggestion, guidance, licence and information. This includes ensuring that the Buyer reads all the information and guidance supplied by the manufacturer, takes any required precautions and/or tests before use and fully understands what the Goods contain and services comprise of. Where the Buyer fails to take such care and precautions and care advised by the Supplier then the Buyer will be responsible for all and any damages or losses incurred because of the Buyer's failure to take such action,
precautions and care.
(2) Furthermore, the Buyer agrees that they will not misuse any Goods and/or Services supplied and will abide by any laws applicable to any Goods and/or Services supplied.
(3) It is the Buyer's responsibility to ensure that any design together Goods and/or Services are suitable for the Buyer's own use.
(4) The Buyer specifically accepts that the effectiveness of any Goods and/or Services will also be dependent on correct and effective use, storage, inspection and periodic routine maintenance.
(5) The Buyer specifically agrees that the Supplier has no liability and furthermore that the Buyer will indemnify the Supplier for any losses or expenses incurred whatsoever resulting from any breach of this clause.

8 CONFIDENTIALITY & DATA PROTECTION
(1) Both the Supplier and the Buyer agree that the specifications, documentation and information obtained from each other or about each other during the provision of the Services are confidential.
(2) Both parties agree that they will not disclose to any third party, whether by themselves directly or indirectly, by act or omission, or through any other company, firm or person, or otherwise procure, cause or facilitate the disclosure of any confidential information or trade secrets belonging to the other party save as agreed by both parties or as required by law or Court Order.
(3) Data will be held according to current applicable Data Protection legislation subsisting in England & Wales.

9 INTELLECTUAL PROPERTY RIGHTS
(1) Upon cleared payment of all amounts due to the Supplier from the Buyer, the Buyer is assigned the rights to use the design in the manner as detailed in the Proposal. All Intellectual Property remains the Supplier's property. Unless the Buyer has the Supplier's specific written agreement, which is usually contained on the Proposal, ownership of anything the Supplier provides during the services does not pass to the Buyer.
(2) No such rights as described in (1) above will pass until the cleared payment of all amounts due to the Supplier from the Buyer. This means that the Supplier will have a lien over any data or materials. If all payments due from the Buyer have not been paid and cleared in full within two months from the date of the invoice, the Buyer agrees that the Buyer will forfeit the Buyer's rights.
(3) Rights to photographs, graphics and any third party items used in or as part of the design always remain the property of their respective owners.
(4) Unless the Buyer has the Supplier's specific written agreement, all designs remain the Supplier's property and the Supplier retains full ownership rights. The Buyer specifically agrees not do anything that may in any way infringe upon or undermine the Supplier's rights, title, or interest in the design. This includes, but is not limited to, any licence, sale, transfer or gift of the whole or of any part of any design. The Buyer fully understands that the Supplier may reproduce, re-use, develop and use in any other way the Supplier chooses, anything within the Supplier's ownership.
(5) If any items relating to the Supplier's services, including any data, information and any materials supplied by the Buyer, prints and original files, are not collected after one month from the date the Supplier completes the work then the Supplier reserves the right to dispose of such data, information and materials without further notice.

10 PROPERTY AND RISK
(1) The Supplier retains the title in any Goods, materials or results of Services until the Buyer has made full and cleared payment.
(2) The risk in any Goods, materials or results of Services will pass from the Supplier to the Buyer when they leave the Supplier's premises or when they are delivered to the Buyer if the Supplier is delivering them to the Buyer.
(3) Both the Supplier and the Buyer must hold current, valid, applicable and adequate insurance in respect of any Goods, materials or results of Services which are within their care.

11 CANCELLATIONS AND TERMINATION
(1) If the Goods or Services do not comply with the Proposal or are faulty, then the Buyer should notify the Supplier in writing within three days of such non-compliance or fault. The Supplier will, at their sole discretion, then:-
(a) for Goods – provide the Buyer with replacement Goods, or where a replacement is not available, with a refund.
(b) for Services – rectify the problem or provide the Buyer with a refund. However, if the Buyer has not paid in full for the Goods and/or Services or the Buyer has not complied with their obligations, then the Supplier is
under no obligation to rectify any defect in respect of this Clause.
(2) In view of the nature of the Goods and Services provided, if the Supplier accepts an electronic order is accepted, then the Buyer waives any cancellation or refund rights under the Consumer Protection (Distance Selling) Regulations 2000, particularly Regulation 13, unless agreed otherwise in writing.
(3) If one party commits a material breach of the agreement and either
(a) the breach is not capable of being remedied, or,
(b) where it is capable of being remedied, the breach has not been remedied within 30 days of written notice of the breach by the party who has not committed the breach, then the party who has not committed the breach may terminate the agreement forthwith by written notice to the other party.
(4) Other than as provided for in this Clause, either party may terminate the agreement (as regards some or all of the Services) at any time for any reason, by giving to the other 30 days' written notice. Any payment which is due for Goods and Services supplied up to the date of termination remains payable. Any payment already made for Goods and Services supplied up to the date of termination is non-refundable.
(5) The agreement will automatically terminate if either party, as applicable, passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect, ceases to carry on its business or substantially the whole of its business or is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

12 LIMITATION OF LIABILITY
(1) Nothing in these Terms and Conditions shall exclude or limit the Supplier's liability for death or personal injury resulting from the negligence of the Supplier or their employees or agents.
(2) The Supplier shall never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by the Buyer or any third party howsoever caused, including as a result of any negligence, breach of contract, misrepresentation or otherwise.
(3) Time limits provided are estimates only and time shall not be of the essence and the Supplier shall incur no liability to the Buyer in respect of any failure to complete the Services by any agreed completion date.
(4) Other than those implied by law where the Buyer is dealing as a Consumer, in the event of the Supplier breaching any of these Terms and Conditions, the Buyer's remedies are limited to damages which in no circumstance whatsoever will exceed the price of the Goods and/or Services.

13 INDEMNITY
The Buyer will indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Buyer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any Goods and/or Services manufactured/designed according to the Buyer's specification and provided by the Supplier in accordance with the Proposal infringes any rights whatsoever of any third party.

14 WAIVER
Nothing in these Terms and Conditions and no express or implied waiver by the Supplier in enforcing any of its rights under any contract shall prejudice its rights to do so in the future.

15 FORCE MAJEURE
The Supplier 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, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Supplier shall be entitled to a reasonable extension of its obligations.

16 NOTICES
(1) Any Notices for either party must be sent by e-mail or to the address which appears on the Proposal.
(2) Unless the contrary is proved, Notices sent by e-mail will be deemed to be received on the day it was sent.
(3) Notices being served by post must be served using Royal Mail Special Delivery or other guarantee services and will be deemed to have been received on the date that Royal Mail obtains a record of receipt from or on behalf of the addressee.

17 INVALIDITY AND SEVERANCE
Each clause or any part at all of the agreement is to be regarded as independent of the others. This means that should any clause or any part at all of the terms and this agreement be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of this Agreement.

18 GOVERNING LAW AND JURISDICTION
These Terms and Conditions and agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.