Terms and conditions of Business Spoton Corporation Limited and Spoton.net Limited A. Defined Terms 1. “Seller” means Spoton Corporation Limited “Seller” or Spoton.net Limited 2. “Buyer” means the person who buys or agrees to buy the goods or services from the Seller. 3. “Goods” means articles and services, which the Buyer agrees to buy from the Seller. 4. “Conditions” means these conditions and any special terms and conditions agreed in writing by the Seller. 5. “Price” is the price for the Goods or Services excluding carriage, packing, insurance or VAT. B. Conditions. 6. These conditions apply to all contracts for the sale of Goods or the provision of Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order confirmation or similar document. If the Buyer has accepted the terms and conditions of the Seller on a previous occasion either verbally or signed any future order placed by the buyer with the seller will constitute that the Buyer has a full understanding of the terms and conditions of the Seller. 7. No statement, description, information, warranty or recommendation contained in any catalogue, price list, advertisement or other promotional material or made verbally by any of the agents or employee of the Seller shall operate to vary these conditions. C. Orders, Specifications, Estimates, Quotations and Orders Please note that the signing of any quote or confirmation of order issued by Seller Corporation Limited or the payment of any invoice by a Buyer constitutes an agreement with that Buyer that they have read, understand and agree to the terms and conditions of Seller Corporation Limited. All estimates or quotes issued do not include any charges for any work, which has to be carried out due to Buyer additions, omissions and alterations outside of or in addition to the specified information as detailed on any quote or confirmation of order signed by the Buyer and or their representative. If a Buyer requires to be informed of additional costs to complete their work they must inform Seller Corporation Limited in writing at the time of signing the quote or confirmation of order. All work carried out will be charged at the applicable hourly rate if no confirmation of order has been signed but work has been requested to be completed. 25% of all project costs will be invoiced and are due for payment in full once the agreed amount of initial work has been carried out and accepted by the Buyer according to the initial agreement and confirmed by the Buyer either in writing, e-mail communication or verbal authorisation. Completed design and artwork ready for print, display and or publication is due for payment on completion. Any expenses or materials used in the production of any such work as well as any outside suppliers costs and or expenses are due for payment in full. 8. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to and subject to these Conditions. 9. No order submitted by the Buyer shall be deemed to be accepted by the seller until confirmed in writing by the Seller’s representative. 10. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for the giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract. 11. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions. 12. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation D. Price and Payment All prices quoted are strictly net, exclusive of delivery & installation unless otherwise stated. “Value Added Tax will be charged at the current rate.” All quotations or confirmation of orders are valid for 30 days from date of issue and are subject to view of Buyers originals, disks, artwork, detailed instructions. No quotation or confirmation of order includes costs for any goods or services which are not specified on the list of deliverables supplied by the Seller to the Buyer with any quotation or confirmation of order. Seller reserve the right to alter the price and terms of the quotation or confirmation of order if, upon inspection of the Buyers order, they differ significantly from the specification, list of deliverables or time scales understood by Seller when the quotation confirmation of order was given. 13. The Price shall be the Sellers quoted price or where no price has been quoted the price for product supply will be those listed in the Seller’s published current price list. Labour costs will be at he current rate per hour which is £55. All prices quoted are valid for 30 days only after which time they may be altered by the Seller without giving notice to the buyer. 14. In the case of design work the Seller will give a written quotation of charges for the work to the Buyer. The parties recognize the difficulty of providing any fixed price quotation for work of this nature until all information is supplied by the Buyer so that the Seller can complete work originally specified on the quotation of confirmation of order signed by the Buyer. Should the information supplied require more work to be carried out than originally quoted for he Seller will either supply the Buyer with a revised quotation or complete the work required at an hourly rate of £55 per hour. If during a project the Buyer requests a change in direction for the agreed project, adds extra work into the project or makes Buyer alterations the time required to resolve these will either be quoted or carried out at a rate of £55 per hour. All prices are calculated by reference to an hourly-charging rate, which can be notified to the Buyer by the Seller at the commencement of the work. The Seller maintains the right to charge a deposit to start a project representing 50% of the anticipated labour cost of the work to be completed. The Buyer will pay interim monthly accounts in respect of work carried out during that month as well as any charges incurred. The Seller reserves the right to terminate the contract in the event that any interim account remains unpaid for more than 14 days. All goods that form part of any quote or confirmation of order are due for payment in full at time of request. 15. The Price is exclusive of VAT which is to be paid in addition at the prevailing rate, unless specifically itemised on the invoice. 16. Unless otherwise agreed in writing all payment of the Price for all goods shall be made in pounds sterling at the time of order and no goods shall be dispatched or collection allowed until paid for in full. 17. Where payment is agreed to be on delivery of an invoice payment of the Price and VAT in pounds sterling is due on the date of the invoice. 18. In no circumstances shall the Buyer be entitled to make any deduction or withhold payment for any reason at all. Time for payment is of the essence. 19. Without prejudice to any other remedy available to the Seller, interest is payable by the Buyer on overdue invoices from the date when payment becomes due for each month or part of a month from that date until the date of payment at the rate of 2 % for each such period, compounding at the end of each such month. 20. In the event of unpaid invoices or termination of any agreements we reserve the right to use the services of any 3rd party Agencies, Solicitors or data based Bureaus to recover any sums of money that falls due including all expenses and costs with interest. The Seller holds the right to turn off any web site the Seller has on the Sellers servers should the Buyer have outstanding monies due to the Seller. E. Delivery 21. If Goods are collected by the Buyer, from the Seller, risk passes when the Goods are taken by the Buyer. If the Seller delivers, risk passes on delivery to the place directed by the Buyer. Any goods delivered to the Buyer are a goodwill gesture and the Seller has no responsibility as to the condition of those goods when delivered. The Seller does not hold its self responsible to supply delivery notes or obtain signatures as proof of delivery when goods are delivered to an address requested to be delivered to by the Buyer. If the Seller is delivering gods by way of any third party to a buyers requested address the Seller is not responsible in any way as to the condition any goods arrive at such an address. The Seller is not responsible for the time of delivery of any goods nor if any such goods fail to be delivered. The Buyer indemnifies the Seller for any possible claim for damages due to late or non-delivery of goods. 22. Failure to deliver all the Goods does not affect the liability of the Buyer to pay for the Goods that have been delivered . 23. The Seller is under no liability to the Buyer in respect of late or non-delivery of any Goods. 24. Dates for delivery are not of the essence of this contract. 25. If the Buyer shall be in breach of any of their obligations under the contract the Seller may (without prejudice to the Seller’s rights subsequently to determine the contract for the same cause should it so decide) suspend further deliveries of goods without notice until any defaults by the purchaser are remedied. F. Retention of title 26. In spite of delivery by the Seller to the Buyer, property in the Goods remains in the Seller until the Price and VAT is paid to the Seller and interest in addition if due. 27. The Seller is entitled to recover the Price and VAT from the Buyer not-withstanding that property has not passed to the Buyer. 28. After the time for payment has expired the Seller has the right to collect the Goods from the Buyer wherever the Goods may be situated without giving any prior notice to the Buyer. 29. The Seller may take this action even if the Goods have been intermingled with other Goods, and may in addition or instead take Goods previously bought from the Seller by the Buyer for which payment has been paid. G. Exclusions of liability 30. It is the responsibility of the Buyer to check all web site content, design, illustrations, photography, technical information, artwork and proofs by the Seller, for omissions, copy or clerical errors, colour values or corrections. All final proofs must be certified by the Buyer as being correct prior to commencement of production or distribution and the Seller will incur no liability for any errors not corrected by the Buyer. It is the Buyers responsibility to make sure that they have received any such proofs. Confirmation by the Buyer by e-mail and or fax that proofs supplied are correct will be accepted by the Seller if so instructed by the Buyer By their nature goods do not have a redeemable value and no refunds or credits will be payable by the Seller for goods correctly supplied to the Buyer. It is the responsibility of the Buyer to make sure that no copyright or intellectual property rights have been infringed upon by the use of any graphics, images or photos within any work completed for the Buyer. 31. All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise relating to the quality or fitness for purpose are excluded. 32. Goods are sold by the Seller to the Buyer without any warranty or condition or representation as to the fitness of any Goods for any particular purpose. 33. The Buyer will take delivery of and accept Goods purchased by bulk notwithstanding that the quantity delivered is up to 5 % different from that ordered. 34. The parties recognise and accept that owing to the variations in equipment, paper, ink and environmental conditions between laser colour print, colour proofing and print production some variation in colour between proofs can be expected. The Seller shall not be deemed to be in breach of the contract provided that the Goods substantially correspond with the proofs provided. 35. The Buyer will inspect the Goods after delivery and should there be any defect failure to comply with sample or lack of quantity the Buyer agrees that he will raise the matter with the Seller within 3 working days (only Sunday is not a working day and Christmas Day, Boxing Day, Good Friday, Easter Monday and New Years day). The Seller will be under no obligation to the Buyer in respect of any matter not reported to the Seller within that time. 36. If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy is limited to the Seller making good any shortage replacing the Goods or the defective parts of the Goods ordered and delivered or (at the Seller’s election) refunding a proportionate part of the price. 37. In the event of any breach of contract by the Seller the remedies of the Buyer are limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods. 38. All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract restricts or excludes liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as a consumer. H. Intellectual property 39. The designs, artwork and specifications of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller unless otherwise agreed in writing. Any designs produced by the Seller cannot be reproduced by the Buyer or his Agents without written perm mi si on of the Seller. Where any designs, artwork or specifications have been supplied by the Buyer the copyright, design right or other intellectual property in them shall remain the and property of the Buyer and the Buyer warrants that the use of the designs, artwork and specifications for the manufacture, processing, printing or supply of the Goods shall not infringe any third party right. To contact us regarding our privacy, security and returns policy,please phone us on +44 (0)1803 407407. © Seller Corporation Limited 2007. Other copyright information Copyright or intellectual property rights for any work, copy writing, design, artwork, photography, illustration, film, video, flash or multimedia files, supplied or provided for Seller Corporation Limited and or its associate, affiliate companies or trading partners are the property of Seller Corporation Limited. Such items can be assigned to a Buyer only if the Buyer has it confirmed in writing out the outset of any work, project or contract that Seller Corporation Limited and or its associate, affiliate companies or trading partners agree to assign such rights. Buyers only are charged for the production costs not the ownership of copyright and or intellectual property rights. It is the responsibility of the Buyer to verify that all images, photographs, text, illustrations, video or multi media content used in any project or work carried out for them can be used and does not contravene copyright or intellectual property right laws. This also applies to any finished web site project where a Buyer updates their own web site with images or text they supply or use. NO IMAGES, TEXT, GRAPHICS, ILLUSTRATIONS, LOGOS, DEVICES. VIDEO, FILM, MULTIMEDIA CONTENT USED WITH ANY PROJECT, WORK SUPPLIED TO A Buyer CAN BE USED OTHER THAN FOR THE USE IT WAS SUPPLIED. NO ITEM CAN BE GIVEN SUPPLIED OR SOLD TO ANY THIRD PARTY FOR THEIR USE. Any code adapted, developed or used to construct a database or computer programme for any person, Buyer, customer, company, business, organization, charity, government or local council is the property of the person, company or business that developed it or Seller corporation Limited and will not be assigned to any Buyer, customer, company, business, organization, charity, government or local council. Ownership of any copyright or intellectual property rights assigned by Seller corporation to a Buyer will revert back to Seller Corporation Limited if a Buyer has outstanding debts at any time with Seller Corporation Limited. I. Indemnity 40. Where the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the buyer or where any designs or artwork have been supplied by the Buyer, the buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Sellers use of the Buyer’s design, artwork or specification. J. Design and artwork proofing 41. It is the responsibility of the Buyer, their staff or agent to check all artwork supplied for reproduction by Seller, for any omissions, copy errors, colour values or corrections. All final proofs must be requested for and signed by the Buyer as being correct in writing or by e-mail, prior to completion of production. Proofs of any work may be submitted for Buyer approval and Seller will incur no liability for any errors not corrected by the customer in proofs submitted. Due to the differences in equipment, paper, ink and environmental conditions between colour proofing and print production, a reasonable variation in colour between proofs and finished print is to be expected. Customers alterations and additional proofs necessitate thereby shall be charged extra. Production will not continue until all proofs have been approved. By signing off any proof supplied you are hereby agreeing to our terms and giving notice to Seller to proceed with your print order, exhibition graphics or web site launch. If Seller is instructed to complete without the final proofs being checked, they cannot be held responsible for the quality of reproduction and or consequential losses arising as a result of any errors, omissions or incorrect colour reproduction. 42. Colour matching. All orders are accepted on the understanding that it is not always possible to guarantee an accurate colour balance and Seller will not be liable for failure to do so. Without special instructions or colour guide, colour reproduction will be at the discretion of our experienced technicians. Colour matching cannot be guaranteed between prints from the same origination printed at different times. K. Cancellation 43. The Seller may at any time and for any or no reason cancel this contract at any time before delivery of the Goods and if the Seller does so the Seller shall in no case incur any liability to the Buyer, save for the obligation to repay any money paid by the Buyer to the Seller in connection with the contract unless retained by way of set off against other liability of the Buyer to the Seller. Cancellation by the Buyer of any order placed with the Seller before the commencement of any work will result in a charge of 25% of any labour content of the order, if work has commenced the 50% will be chargeable by the Seller to the Buyer. L. Waiver 44. No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. M. Assignment 45. Neither party may assign the benefit of this contract to any other. N. Notices 46. A notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. O. Governing law 47. This contract is governed by the law of England and Wales and the parties submit to its exclusive jurisdiction. 48. If any provision on these conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the condition in question shall not be affected. P. Force Majeure 49. Seller shall not be liable for failure to carry out any contract owing to an act of God, war strikes, lockouts, fire, storm, breakdown of machinery or any other cause above and beyond our control or owing to inability to procure materials or services except at increased prices. Q. Service and Delivery. 50. All service times and delivery dates quoted are from the receipt of the Buyer’s orders and origination in our studio. Seller reserves the right to alter these, if on inspection of the Buyer’s order they differ significantly from the specification understood by us when the quotation was issued. Seller will use its best endeavours to ensure that orders are completed within the times quoted but will not accept any liability for damages in the event of failure to comply. Delivery instructions will be adhered to closely but no responsibility can be accepted for delays. Seller cannot accept any claim for consequential loss no matter how caused. R. Additional Terms and Conditions for Web site Design and Construction. 51. Improper Use. Seller services may only be used for lawful purposes. It is the customer’s responsibility to ensure that material is not in contravention of applicable legislation such as, but not limited to: pyramid selling schemes, material judged to be obscene, threatening or racially prejudiced in the following countries: a. The United Kingdom, where Seller is situated. b. The country where the customer’s domain is registered. c. The country where the web server resides. d. Countries where the customer’s services/ products are available. S. Duration and Termination. 52. Seller reserves the right to immediately temporarily remove hosted web pages and or images on sites which Seller controls if it has reason to believe the pages or images may be illegal or in breach of intellectual property laws pending further investigation. No reimbursement will be made for any period when pages or images are unavailable for this reason. No charge will be made for restoring any pages or images, which are found, after investigation, to be non-infringing. 53. Seller reserves the right to immediately permanently remove, in whole or in part, any web site hosted by which repeatedly exceeds the agreed bandwidth limitations in the case that the customer refuses to make changes to the site to bring the bandwidth requirements within the agreed limits or purchase more bandwidth. No reimbursement will be made in this case. 54. Seller reserves the right to immediately temporarily suspend or permanently remove hosted web pages and images, and to terminate any other service provided, in the event that the customer is in arrears with any type of payment. 55. Seller reserves the right to claim a right, equivalent to a lien, over web space and or domain names purchased on behalf of the customer in respect of any customer debt. 56. The Seller reserves the right to terminate ay web site that is deemed as sending any form of Spam e-mail whether opt-in on not. The Seller also reserves the right to terminate any Buyer web site who sends out multiple e-mails whether on a regular basis or not. The only multiple e-mails that can be sent from any Buyers web site are those organised by the seller at an agreed charge. Cancellation of service may be made by giving 3 months notice in writing. 57. Seller reserves the right to give one months’ notice not to renew any contract for ongoing services. No reason need be given for this termination. Internet services are provided on an ongoing basis with all payments due in advance of service. All charges are deemed contracted for a period of 12 months from the initial installation or setup. The initial term will commence on the first day of service following the end of any agreed trial period or the date the customer receives access information where no trial has been requested. If the customer terminates this contract before the end of the initial period, then Seller will debit the customer’s account with a sum equal to the charges otherwise due for the remainder of that initial period. If, after the period, the customer terminates this contract without giving the required notice, then Seller will debit the customer’s account with a sum equal to the charges otherwise due for the notice period. 58. Licensed code and copyright . Until required payment is made in full, all code (HTML programming), scripting (CGI, JavaScript or otherwise) as well as graphics created for the Buyer by Seller or an outside contractor remains the property of Seller and may not be distributed, modified or re-licensed without the express written consent of Seller. Once payment is received in full for all services rendered, all code, scripting and graphics become the property of the Buyer. 59. The Buyer will obtain all the necessary permission and authorities in respect to the use of all copy, graphic images, registered company logos, names and trademarks or any other supplied material. 60. Every contract for service shall be regarded as a guarantee by the Buyer to Seller, that all such permission and authorities have been obtained and evidence of such may be requested. 61.Buyer agrees to indemnify and hold harmless Seller from any and all claims resulting from the Buyer’s negligence or inability to obtain proper copyright permission. 62. Access Requirements in the event, Seller is contracted to place authored code and/or graphics onto the Buyer’s web space, Seller must be granted read/write access to Buyer’s storage directories and those directories must be accessible via FTP. 63.Depending on the project, other resources may need to be configured on the Buyer’s Server (scripts, image maps etc.). 64. Buyers of Seller are granted additional authored code and/or graphics once every month only, on an agreed time by Seller and the Buyer. Buyer agrees to provide Seller, on demand access to the storage directories and the right to remove authored code and/or graphics for failure to adhere to the terms and conditions of this agreement. If additional authored code and/or graphics are required by the Buyer more than once every month, Seller reserve the right to charge the Buyer accordingly. 65. Security. We know of no documented cases of credit card fraud using our shopping system over the Internet. 66. All credit card numbers are encrypted in the software when the order is placed using 128 bit encryption. They are only decrypted after they reach our computer. They are not held in clear text on any web site. Seller do not disclose buyers information to third parties. Cookies are used on our web sites, but only to keep track of the contents of the shopping cart once an item is selected. 67. All effort will be made by the Seller to maintain a web site hosting presence on the internet for the Buyers web sites using web servers provided by a credible third party web site hosting supplier. Under no circumstances can the Seller be held responsible for any Buyers web site that fails to have an internet presence due to failure of any web server or code problem within the Buyers web site. As the Buyers sites are fully editable and e-commerce web sites have editable administration systems faults caused by the Buyer and their staff are the fault of the Buyer and will rectified as soon as possible and an hourly rate of £55 per hour will be charged. 68.Transfer of sites and e-mails. All effort will be made to complete a smooth transfer from the Buyers present hosting company to the Sellers servers. The Seller however cannot be held responsible for any activities of the Sellers previous hosting company that cause problems with such transfers. Time taken to resolve such issues may incur charges at £55 per hour. Where possible the Speller will make every effort to assist the Seller with the set up of their e-mail accounts. The Seller however cannot be responsible for the outgoing connection from the Buyers computer to the internet for e-mail use. T Force Majeure for all web sites Supplied or provided by the Seller IN NO EVENT WILL WE, THE SUPPLIERS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, OR OTHER CONSEQUENTIAL LOSS FOR ANY USE OF ANY WEB SITE PROVIDED BY THE SELLER. OR USE OF ANY OTHER LINKED WEB SITE, EVEN IF THE SELLER ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE TERM “LOSS” INCLUDES, WITHOUT LIMITATION, LEGAL FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMMES OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. 69. Web Orders. All goods should be unpacked and carefully checked for defects upon receipt. If you should find your goods are faulty please inform us within 7 days of receipt of order. If you find your product is simply not suitable it may be returned subject to a 17.5% restocking fee. Monies will be credited upon the safe return of the goods which need to be in the condition in which they were sent out. The buyer is responsible for all additional delivery fees.