Terms and conditions

  1. Definitions
    In these Conditions, the following definitions apply:
    Advertising: the placement, by the Customer, of an advert including classifieds, recruitment, product features, CPD
    diary entries, or advertisement features, either in print or online.
    Artwork Specifications: as detailed in the media pack on the website vbd1.wpengine.com as amended and notified to the
    Customer from time to time.
    Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
    Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 11.
    Commencement Date: has the meaning set out in clause 3.2.
    Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.
    Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these
    Conditions.
    Customer: the person or firm who purchases Services from the Supplier.
    Customer Materials: materials provided by the Customer and required by the Supplier in order to be able to carry out
    the Services.
    Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
    Design and Print Services: provided by the Supplier including but not limited to marketing services, design, image
    development, logo design, creating corporate identity, brochures, photography, self-promotional items and large
    format digital printing.
    Direct Mail: the delivery, by the Supplier, of the Customers communications, direct to the target audience selected by
    the Customer.
    Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks,
    service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for
    passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights,
    moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual
    property rights, in each case whether registered or unregistered and including all applications for and renewals or
    extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    List: a list created and maintained by the Supplier containing names, addresses and other details of potential
    purchasers or subscribers for the products or services sold or provided by the Customer
    Market Research: qualitative or quantitative market research carried out by the Supplier on behalf of the Customer.
    Order: the Customer’s order for Services as booked over the telephone or as set out in email correspondence between
    the Customer and Supplier, the Customer’s purchase order form, or the Customer’s written acceptance of a quotation
    by the Supplier, or overleaf, as the case may be.
    Recipient: any person who the Customer intends receive the products of the Supplier’s Services.
    Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order.
    Supplier: Veterinary Business Development Limited registered in England and Wales with company number 02185105
    and whose registered office is c/o Peachey & Co LLP, 95 Aldwych, London, WC2B 4JF.
    Supplier Materials: has the meaning set out in clause 6.1.4.
  2. Interpretation
    In these Conditions, the following rules apply:
    2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate
    legal personality);
    2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
    2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as
    amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation
    made under that statute or statutory provision, as amended or re-enacted;
    2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be
    construed as illustrative and shall not limit the sense of the words preceding those terms; and
    2.5 a reference to writing or written includes faxes and e-mails.
  3. Basis of contract
    3.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    3.2 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”).
    3.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has
    not relied on any statement, promise or representation made or given by or on behalf of the Supplier which
    is not set out in the Contract.
    3.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or
    illustrations contained in the Supplier’s catalogues or brochures, 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.
    3.5 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.
    3.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30
    Business Days from its date of issue.
  4. Supply of Services
    4.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects
    and in accordance with the terms of this agreement.
    4.2 Subject to clause 4.3, the Supplier shall use all reasonable endeavours to meet any performance dates
    specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for
    performance of the Services.
    4.3 The Supplier shall not be required to provide any Services to the Customer until payment of the Charges are
    received in full by the Supplier.
    4.4 The Supplier reserves the right to withhold dispatch of the Deliverables if payment of the sums due under
    clause 11 is not received by the date they fall due.
    4.5 The Supplier shall have the right to make any changes to the Services which are necessary to comply with
    any applicable law or safety requirement, or which do not materially affect the nature or quality of the
    Services, and the Supplier shall notify the Customer in any such event.
    4.6 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
    4.7 All Services will be targeted at individuals in the UK unless otherwise stated at the time of Order. Where
    non-UK targeting is required, the Supplier will endeavour to target the Services at individuals in the country
    or countries specified at the time of Order.
  5. Customer Materials
    5.1 Customer Materials must be provided no later than the deadline specified in the Order.
    5.2 The Supplier may, without any responsibility to the Customer, reject, cancel or require any Customer
    Material to be amended that it considers unsuitable or contrary to these terms.
    5.3 The publication or use of any Customer Material by the Supplier does not mean that the Supplier accepts
    that the Customer Material has been provided in accordance with these terms or that the Supplier has
    waived its rights under these terms.
    5.4 The Customer guarantees to the Supplier that:
    5.4.1 any materials or information supplied in connection with the Services is accurate, complete,
    true and not misleading;
    5.4.2 it has obtained the consent of any person whose name or image (in whole or in part) is
    contained in any Customer Material;
    5.4.3 the Customer Materials are legal, decent, honest and truthful, are not contrary to the
    provisions of any applicable law, regulation or code of practice, are not libellous or obscene and
    do not infringe the rights of any person (including any person’s intellectual property rights);
    5.4.4 any material or information supplied complies with all laws, regulations and requirements, in
    place from time to time, of any country from which it can be accessed
    5.4.5 the Customer Material will not be prejudicial to the image or reputation of the Supplier or the
    websites or publications run and/or owned by the Supplier; and
    5.4.6 all Customer Materials submitted for publication or use online will be free of any viruses and
    will not cause an adverse effect on the operation of the website(s).
    5.5 The Customer agrees to waive any moral rights it may have in the Customer Materials for the purposes of
    its use by the Supplier.
    5.6 Where the Customer submits Customer Material to the Supplier (including without limitation any text,
    graphics, video or audio) the Customer is required by such submission to grant to the Supplier a perpetual,
    royalty-free, non-exclusive, sub-licensable right and license to use, reproduce, modify, adapt, publish,
    translate, create derivative works from, distribute, and exercise all copyright and publicity rights with
    respect to any such work worldwide.
    5.7 The Customer accepts that it is responsible for dealing with and responding appropriately to any complaints
    of whatever nature made by any Recipient to the Supplier and the Supplier does not accept and shall have
    no responsibility, or liability, for any such complaints made.
    5.8 The Supplier accepts no responsibility for any interruption or delay the Customer experiences in delivering
    any Customer Materials to the Supplier or any loss or damage to any Customer Materials. The Customer
    guarantees that it has retained sufficient quality and quantity of all materials supplied to the Supplier.
  6. Customer’s obligations
    6.1 The Customer shall:
    6.1.1 co-operate with the Supplier in all matters relating to the Services;
    6.1.2 provide the Supplier with such information and Customer Materials as the Supplier may
    reasonably require in order to supply the Services, and ensure that such information complies
    with the Artwork Specifications;
    6.1.3 obtain and maintain all necessary licences, permissions and consents which may be required
    before the date on which the Services are to start;
    6.1.4 keep and maintain all materials, equipment, documents and other property of the Supplier
    (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the
    Supplier Materials in good condition until returned to the Supplier, and not dispose of or use
    the Supplier Materials other than in accordance with the Supplier’s written instructions or
    authorisation.
    6.2 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”):
    6.2.1 the Supplier shall without limiting its other rights or remedies 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 to the extent
    the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
    6.2.2 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 6.2; and
    6.2.3 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.
  7. Services relating to the provision of Direct Mail
    7.1 The terms within this clause 7 only relate to Services provided for an order relating to or including Direct
    Mail.
    7.2 The delivery or receipt of Direct Mail to or by any Recipient cannot be guaranteed. Whilst the Supplier will
    provide the Service in accordance with the terms of the Contract, the Supplier makes no representations or
    warranties whatsoever about the speed or proportion of Direct Mail sent that will be delivered.
    7.3 Both parties shall notify the other party if they become aware of any interruptions or any other problems
    with the Service. The Company shall use reasonable endeavors to respond to the interruptions or other
    problems with the Service and to rectify any problems with reasonable diligence and within a reasonable
    timescale.
    7.4 The Service is for Direct Mail and should be used for ‘opt in’ marketing only (for the avoidance of doubt, the
    term ‘opt in’ shall mean where the Recipient has formally agreed and consented to receiving any Direct
    Mail).
    7.5 The Customer shall not use the Service for the purposes of ‘SPAM’, junk mail, unsolicited or unauthorised
    advertising.
    7.6 If the Supplier in its sole discretion believes that:
    7.6.1 the Service is being used for SPAM, junk mail, unsolicited or unauthorised advertising, or
    7.6.2 the Customer is breaching these terms and conditions in any other way,
    then the Supplier may decide (in its sole discretion) to suspend or terminate the Service and no refund of
    any service fee or other payments to the Supplier will be made.
    7.7 The Supplier has the right, at its sole discretion, to remove the details of any Recipient from their List, for
    whatever reason (including, if the Supplier should receive any complaint from a Recipient in respect of any
    Direct Mail received by them).
    7.8 The Customer agrees to undertake the following, from time to time, in relation to the Direct Mail Service:
    7.8.1 to supply, in a timely manner, Customer Materials, including images, designs and any other
    information the Customer reasonably requires to be sent by the Supplier in the Direct Mail; and
    7.8.2 to instruct the Supplier as to when the Direct Mail are to be sent to the Recipients.
  8. Services relating to the provision of Advertising services (online or print)
    8.1 The terms within this clause 8 only relate to Services provided for an order relating to or including
    Advertising.
    8.2 The Supplier reserves the right to remove, not print, suspend or change the position of any Advertising.
    8.3 The Supplier will not be responsible for any additions to, changes in, deletions from, delays in publication or
    withdrawal of any Customer Material required by any authority having responsibility for the regulation of
    online or press advertising (including the Advertising Standards Authority).
    8.4 The Supplier cannot guarantee the time, dates and/or position of any Advertising and all such decisions will
    be at the sole discretion of the Supplier. However, the Supplier will use reasonable efforts to comply with
    the Order and wishes of the Customer.
    8.5 If any Customer Material is not published at all solely due to a mistake on the Supplier’s part, the Supplier
    will endeavour to offer an alternative publication date(s). If the alternative date(s) is not accepted, the
    original booking will be cancelled and the Customer shall be entitled to a full refund if the Customer has
    paid in advance. This shall be the Customer’s sole remedy for failure to publish the Customer Material.
    8.6 If the Customer Material as reproduced by the Supplier contains a substantial error solely due to a mistake
    on the Supplier’s part, the Supplier shall, on request, re-publish the Customer Material at no additional cost
    to the Customer. This shall be the Customer’s sole remedy for such substantial error. The Supplier shall not
    be responsible for repetition of errors and it is the Customer’s responsibility to inform the Supplier of any
    errors and provide any necessary assistance to the Supplier to prevent a repeat of the error.
    8.7 In respect of on-line Advertising, the Supplier does not guarantee continuous, uninterrupted access by users
    of the websites but will use reasonable efforts to provide this (except for websites where the Supplier has
    no control). In addition, the Supplier will not be responsible for any failure or delay affecting production or
    publication of any publication or the transmission of the websites and any Advertising contained in them, in
    any manner where such failure or delay results from any act, omission, interruption, fault or other condition
    beyond the reasonable control of the Supplier.
    8.8 The amendment and cancellation period for any Advertising is shown in the media pack on the website
    vbd1.wpengine.com. The Customer may amend or cancel the ordered Advertising provided that notice in
    writing is received by the Supplier within the relevant cancellation period. Cancellation will only be effective
    on confirmation of receipt of your notice. If a cancellation is validly made, the Customer shall receive a
    refund. If the cancellation is not made in time, the Supplier is entitled to receive (if not already received) or
    retain all of the Charges. If an amendment is made which results in an increase or decrease in the Charges
    applicable the Supplier will refund or invoice the Customer accordingly. If the Customer fails to provide
    Customer Material required for any Advertising by the deadline specified in the Order, the Supplier is
    entitled to receive (if not already received) or retain all of the Charges.
    8.9 The Supplier will send an email to the Customer with a proof copy of any Advertising in advance of the date
    that the Advertising is due to be published for approval. If the Customer does not reply by the deadline
    date given in the email confirming whether or not any changes are required, the Customer will be deemed
    to have approved the proof copy for publishing.
  9. Services relating to the provision of Market Research
    9.1 The terms within this clause 9 only relate to Services provided for an Order relating to or including Market
    Research.
    9.2 The Supplier shall endeavour to ensure the accuracy of the Market Research, but cannot guarantee the
    results information reported. The Customer hereby acknowledges that the information contained in the
    results is derived from questionnaires carried out in accordance with accepted market research practice
    and as such may be liable to statistical error. The Supplier does not accept responsibility for any loss,
    damage or expense whatsoever arising from the use of or reliance upon research results and survey
    findings and analysis.
    9.3 Where products, samples or Customer Materials are supplied to the Supplier for use in connection with the
    Services, the Customer agrees that the Customer shall be solely liable for any damage, loss, expense, injury
    or inconvenience caused by such products, samples or Customer Materials whether to the Supplier or any
    third party.
    9.4 In the event of an error caused by the negligence or otherwise of the Supplier in any reports or results
    supplied, the Supplier will use its best endeavors to correct the error at its own expense, but will not be
    held liable for the consequences of the error beyond the provision of corrected reports and results.
    9.5 If predictions are involved on any aspect of consumer behaviour, it must be recognised that such
    predictions, while made in good faith, are intended only as an aid to the Customer’s judgment and that the
    Supplier cannot be held responsible for any damage or loss suffered by the Customer for any error in such
    predictions.
    9.6 Customers will need to ‘sign off’ questionnaires, topic guides or interviewer script (as appropriate) prior to
    the commencement of the fieldwork. The onus is on the Customer to thoroughly check and validate the
    questionnaire. A Customer ‘sign off’ is legally binding and care must be given at this stage of a project as
    frequently sample data is ‘single use’ only. Fieldwork will not commence until the Supplier has received the
    client ‘sign off’ to ensure the client is fully satisfied with the design of the questionnaire.
    9.7 Customers are themselves requested to use data and information supplied to them by the Supplier in
    accordance with the Code of Conduct of the Market Research Society.
    9.8 The Supplier reserves the right to pilot any survey in order to ensure that the proposed length of any
    questionnaire meets with the original specification. The Supplier reserves the right to charge additional fees
    or negotiate changes to the questionnaire where there is a variation in length greater than 15%.
    9.9 The Charges quoted by the Supplier for Market Research Services are estimated based on the specific
    project requirements, the agreed timescale and any assumptions detailed in the Order. As such, the
    Charges may be subject to change if there is any alteration to the timescale, project objectives or
    requirements, the assumptions or research approach as set out in the Order. The Supplier reserves the
    right to make additional Charges for any additional work that results from any alterations to the Order.
    9.10 If the Order is altered by the Customer after the project has commenced, the Supplier reserves the right to
    amend any proposed completion date.
    9.11 In connection with any Market Research Services supplied, the Supplier will submit an invoice to the
    Customer in respect of 50% of the agreed fee at the outset of the project. The Supplier will submit an invoice
    for the balance of the agreed fee, together with any additional charges payable, upon completion of the
    project.
    9.12 If the Customer cancels any Order for Market Research project after work has commenced, the Supplier is
    entitled to receive (if not already received) payment for all work carried out up to and including the date of
    cancellation together with any and all direct and indirect costs and expenses it has incurred in provision of
    the Services. The Supplier shall submit an invoice for payment by return in respect of such work, costs and
    expenses.
  10. Services relating to the provision of Design and Print Services
    10.1 The terms within this clause 10 only relate to Services provided for an order relating to or including Design
    and Print Services.
    10.2 The method of print production (eg. digital, litho, web offset, screen) may not necessarily be made known
    to the Customer and the Customer accepts the manufacturing tolerances inherent within each method of
    production and their possible consequences or effects on the finished job. The Supplier is not obliged to
    state the method of production.
    10.3 All weights measurements and specifications quoted by the Supplier are nominal and subject to
    manufacturing tolerances. Exact conformity with submitted samples cannot be guaranteed. Pigmented
    materials are subject to colour variation.
    10.4 It is the Customer’s responsibility to check the proof and/or specification thoroughly and inform the
    Supplier of any changes required. The Supplier cannot be held liable for any errors in the printed job where
    the said errors were included in the proof and/or specification and not communicated in writing to the
    Supplier. Where a proof and/or specification is amended in any way by or at the request of the Customer
    then all additional costs incurred will be borne by the Customer. When style, type or layout is left to the
    Supplier’s judgement, changes therefore made by the Customer shall be charged extra.
    10.5 Additional charges may be made to cover any work involved where Customer artwork requires alteration or
    where additional time is involved recreating artwork at the Customers request. The Customer will be
    notified of any artwork charges incurred over and above artwork time included in the quotation.
    10.6 Owing to the nature of the printing processes the Supplier shall deliver plus or minus 5% of the quantity
    ordered by the Customer and the quantity delivered must be paid for in full. No compensation will be paid,
    however, in the event of an under-run irrespective of the size of the under-run. If additional “top-up”
    quantities are subsequently required to be printed then these shall be paid for in full by the Customer. If an
    exact quantity is required then this must be clearly stated in writing by the Customer at the time of order.
    10.7 If The Supplier still holds any artwork, transparencies, plates, film setting, negatives or positives which is the
    property of a Customer after the expiration of two years from the date upon which it was last used in
    relation to an order for the Customer the Supplier shall then be at liberty to dispose of it in any way they
    think fit and be under no further responsibility whatsoever in relation to it.
    10.8 The Supplier may reject any artwork, paper, plates or other materials supplied or specified by the Customer
    which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable
    during production may be charged to the Customer.
    10.9 Where materials are so supplied or specified the Supplier will take every care to secure the best results, but
    responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so
    supplied or specified.
  11. Charges and payment
    11.1 The Charges for the Services shall be as set out in the Supplier’s written acceptance of the Order.
    11.2 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the
    individuals whom the Supplier engages in connection with the Services including, but not limited to,
    travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services
    provided by third parties and required by the Supplier for the performance of the Services, and for the cost
    of any materials.
    11.3 The Supplier reserves the right to increase its rate cards at any time provided that such charges cannot be
    increased more than once in any 6 month period. Any changes to the rates will take effect immediately.
    However, any changes to the applicable rates will not apply to any orders made and accepted prior to the
    date of such change. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing
    within two weeks of the date of the Supplier’s notice and the Supplier shall have the right without limiting
    its other rights or remedies to terminate the Contract by giving two weeks’ written notice to the Customer.
    11.4 With the exception of the provision of Market Research Services, to which condition 9.11 applies, the
    Supplier shall invoice the Customer on completion of the Services.
    11.5 The Customer shall pay each invoice submitted by the Supplier:
    11.5.1 within 30 days of the date of the invoice; and
    11.5.2 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.
    11.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value
    added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under
    the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the
    Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of
    the Services at the same time as payment is due for the supply of the Services.
    11.7 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due
    to the Supplier under the Contract by the due date for payment (“Due Date”), the Supplier shall have the
    right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then
    current HSBC’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the
    overdue amount, whether before or after judgment, and compounding quarterly.
    11.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due
    to the Supplier under the Contract by the Due Date, the Supplier shall also have the right to
    cancel/withdraw/put on hold any other Contracts until such time as the Customer makes payment of the
    overdue amount together with interest.
    11.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding
    except as required by law and the Customer shall not be entitled to assert any credit, set-off or
    counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in
    part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the
    Customer against any amount payable by the Supplier to the Customer.
  12. Intellectual property rights
    12.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the
    Supplier.
    12.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s
    use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from
    the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
    12.3 All Supplier Materials are the exclusive property of the Supplier.
    12.4 The Customer shall indemnify and keep the Supplier indemnified from and against the consequences of the
    Supplier suffering any claims of infringements of copyrights, patents, trademarks, industrial designs,
    database rights or other property rights arising from the provision of the Service.
    12.5 In the event that any such infringement occurs or may occur, the Customer may request the Supplier to
    modify and / or amend the Customer Material or infringing part thereof so that the same becomes noninfringing and if the Supplier agrees to modify and / or amend the content the Supplier shall be entitled to
    charge for the additional cost for making the modifications and /or amendments which shall be chargeable
    at the Suppliers then current rates.
  13. Confidentiality
    13.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how,
    specifications, inventions, processes or initiatives which are of a confidential nature and have been
    disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or
    subcontractors, and any other confidential information concerning the Disclosing Party’s business or its
    products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of
    such confidential information to such of its employees, agents or subcontractors as need to know it for the
    purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such
    employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those
    which bind the Receiving Party.
    13.2 Nothing in these terms shall prevent the Supplier from referring to the Customer by name indicating that
    the Customer is a customer of the Supplier, either in advertising material or proposal documents, or
    describing the type of service performed for the Customer. Any disclosure relating to the specific Services
    performed on behalf of the Customer will only be by express consent of the Customer only. Where the
    Supplier has undertaken work on behalf of a Customer, the Supplier reserves the right to utilise the
    Customer logo in marketing material unless the Customer specifically objects to this use.
    13.3 This clause 13 shall survive termination of the Contract.
  14. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    14.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
    14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or
    subcontractors;
    14.1.2 fraud or fraudulent misrepresentation; or
    14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and
    quiet possession).
    14.2 Subject to clause 14.1:
    14.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in
    contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of
    profit, or any indirect or consequential loss arising under or in connection with the Contract;
    and
    14.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in
    connection with the Contract, whether in contract, tort (including negligence), breach of
    statutory duty, or otherwise, shall in no circumstances exceed the amount of the Charges due
    under the Order in question.
    14.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent
    permitted by law, excluded from the Contract.
    14.4 This clause 14 shall survive termination of the Contract.
  15. Termination
    15.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect
    by giving written notice to the other party if:
    15.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable)
    fails to remedy that breach within 30 days of that party being notified in writing of the breach;
    15.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its
    debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable
    to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an
    individual) is deemed either unable to pay its debts or as having no reasonable prospect of so
    doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a
    partnership) has any partner to whom any of the foregoing apply;
    15.1.3 the other party commences negotiations with all or any class of its creditors with a view to
    rescheduling any of its debts, or makes a proposal for or enters into any compromise or
    arrangement with its creditors;
    15.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
    connection with the winding up of that other party (being a company) other than for the sole
    purpose of a scheme for a solvent amalgamation of that other party with one or more other
    companies or the solvent reconstruction of that other party;
    15.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
    15.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress,
    execution, sequestration or other such process is levied or enforced on or sued against, the
    whole or any part of its assets and such attachment or process is not discharged within 14 days;
    15.1.7 an application is made to court, or an order is made, for the appointment of an administrator or
    if a notice of intention to appoint an administrator is given or if an administrator is appointed
    over the other party (being a company);
    15.1.8 a floating charge holder over the assets of that other party (being a company) has become
    entitled to appoint or has appointed an administrative receiver;
    15.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver
    is appointed over the assets of the other party;
    15.1.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to
    which it is subject that has an effect equivalent or similar to any of the events mentioned in
    clause 15.1.2 to clause 15.1.9 (inclusive);
    15.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a
    substantial part of its business; or
    15.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental
    or physical), is incapable of managing his own affairs or becomes a patient under any mental
    health legislation.
    15.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate
    effect by giving written notice to the Customer if the Customer fails to pay any Charges due under this
    Contract on the due date for payment.
    15.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by
    giving the other party 2 months’ written notice.
    15.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the
    Services under the Contract or any other contract between the Customer and the Supplier if the Customer
    becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.12, or the Supplier reasonably
    believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any
    amount due under this Contract on the due date for payment.
  16. Consequences of termination
    16.1 On termination of the Contract for any reason:
    16.1.1 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;
    16.1.2 the Customer shall return all of the Supplier Materials and any Deliverables which have not
    been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s
    premises and take possession of them. Until they have been returned, the Customer shall be
    solely responsible for their safe keeping and will not use them for any purpose not connected
    with this Contract;
    16.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination
    shall not be affected, including the right to claim damages in respect of any breach of the
    Contract which existed at or before the date of termination or expiry; and
    16.1.4 clauses which expressly or by implication have effect after termination shall continue in full
    force and effect.
  17. General
    17.1 Force majeure:
    17.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable
    control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes
    (whether involving the workforce of the Supplier or any other party), failure of a utility service
    or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with
    any law or governmental order, rule, regulation or direction, accident, breakdown of plant or
    machinery, fire, flood, storm or default of suppliers or subcontractors.
    17.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its
    obligations under this Contract as a result of a Force Majeure Event.
    17.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more
    than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to
    terminate this Contract immediately by giving written notice to the Customer.
    17.2 Assignment and subcontracting:
    17.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner
    with all or any of its rights under the Contract and may subcontract or delegate in any manner
    any or all of its obligations under the Contract to any third party or agent.
    17.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer,
    charge, subcontract or deal in any other manner with all or any of its rights or obligations under
    the Contract.
    17.3 Notices:
    17.3.1 Any notice or other communication required to be given to a party under or in connection with
    this Contract shall be in writing and shall be delivered to the other party personally or sent by
    prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a
    company) or (in any other case) its principal place of business, or sent by fax to the other party’s
    main fax number.
    17.3.2 Any notice or other communication shall be deemed to have been duly received if delivered
    personally, when left at the address referred to above or, if sent by pre-paid first-class post or
    recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by
    commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or
    if sent by fax, on the next Business Day after transmission.
    17.3.3 This clause 17.3 shall not apply to the service of any proceedings or other documents in any
    legal action. For the purposes of this clause, “writing” shall not include e-mails and for the
    avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
    17.4 Waiver:
    17.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be
    deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in
    exercising any right or remedy under the Contract or by law shall constitute a waiver of that or
    any other right or remedy, nor preclude or restrict its further exercise. No single or partial
    exercise of such right or remedy shall preclude or restrict the further exercise of that or any
    other right or remedy.
    17.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do
    not exclude rights provided by law.
    17.5 Severance:
    17.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of
    any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the
    extent required, be deemed deleted, and the validity and enforceability of the other provisions
    of the Contract shall not be affected.
    17.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and
    legal if some part of it were deleted, the provision shall apply with the minimum modification
    necessary to make it legal, valid and enforceable.
    17.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or
    joint venture of any kind between any of the parties, nor constitute any party the agent of another party for
    any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    17.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection
    with it.
    17.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional
    terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the
    Supplier or its authorised representative.
    17.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it
    or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and
    construed in accordance with the law of England and Wales, and the parties irrevocably submit to the
    exclusive jurisdiction of the courts of England and Wales.